Common use of Insurance Coverage Clause in Contracts

Insurance Coverage. (a) The Lessee shall furnish the Lessor with certificates showing the insurance required under Sections 17.1 and 17.2 to be in effect and naming the Lessor as additional insured with respect to liability coverage (excluding worker's compensation insurance), and naming the Lessor as loss payee with respect to property coverage and showing the mortgagee endorsement required by Section 17.3(c) with respect to such coverage. All such insurance shall be at the cost and expense of the Lessee. Such certificates shall include a provision for no less than thirty (30) days' advance written notice by the insurer to the Lessor in the event of cancellation or reduction of such insurance. (b) The Lessee agrees that the insurance policy or policies required by Section 17.2 shall include an appropriate clause pursuant to which such policy shall provide that it will not be invalidated should the Lessee waive, in writing, prior to a loss, any or all rights of recovery against any party for losses covered by such policy, and that the insurance in favor of the Lessor and its rights under and interests in said policies shall not be invalidated or reduced by any act or omission or negligence of the Lessee or any other Person having any interest in the Property. The Lessee hereby waives any and all such rights against the Lessor to the extent of payments made under such policies. (c) All such insurance shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the Lessee which is rated in Best's Insurance Guide or any successor thereto (or if there be none, an organization having a similar national reputation) shall have a general policyholder rating of "A" and a financial rating of at least "12" or be otherwise acceptable to the Lessor. All insurance policies required by Section 17.2 shall include a standard form mortgagee endorsement in favor of the Lender. (d) The Lessor may carry separate liability insurance so long as (i) the Lessee's insurance is designated as primary and in no event excess or contributory to any insurance the Lessor may have in force which would apply to a loss covered under the Lessee's policy and (ii) each such insurance policy will not cause the Lessee's insurance required under this Article XVII to be subject to a coinsurance exception of any kind. (e) The Lessee shall pay as they become due all premiums for the insurance required by Section 17.1 and Section 17.2, and shall renew or replace each policy prior to the expiration date thereof. Throughout the Term, at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year), the Lessee shall deliver to the Lessor certificates of insurance evidencing that all insurance required by this Article XVII is being maintained by the Lessee and is in effect.

Insurance Coverage. For so long as this Mortgage is in effect, Borrower shall continuously maintain insurance in accordance with the following provisions: (a) The Lessee Borrower shall furnish obtain and maintain at all times during the Lessor with certificates showing term of the Loan the insurance required under Sections 17.1 and 17.2 by Agent pursuant to Exhibit B attached hereto. In addition, Borrower shall cause Agent to be in effect and naming named as a named insured under the Lessor as additional insured with respect to liability coverage (excluding worker's compensation insurance), and naming the Lessor as loss payee with respect to property coverage and showing the mortgagee endorsement insurance policies required by Section 17.3(c) Agent and Agent shall be identified in each policy as follows: Fifth Third Bank, its successors and/or assigns as their respective interests may appear. Borrower shall provide Agent with respect to such coverage. All evidence of all such insurance shall be at the cost and expense of the Lessee. Such certificates shall include a provision for no less than thirty (30) days' advance written notice by the insurer to the Lessor in the event of cancellation or reduction of such insurancerequired hereunder. (b) The Lessee agrees policies of insurance to be obtained and maintained by Borrower under the provisions of this Mortgage shall be issued by responsible insurance carriers with a Best’s rating of no less than A/VII, licensed to do business in the State of Indiana, who are acceptable to Agent and shall be in such form and with such endorsements (including a mortgagee clause in favor of Agent), waivers and deductibles (in no event to exceed $10,000) as Agent shall designate or approve. Without limitation on the foregoing: (c) All policies shall name Borrower as the insured, and (with the exception of policies for workmen’s compensation insurance) shall name Agent as mortgagee and as an additional insured (under a standard non-contributing mortgagee protection clause, in form reasonably satisfactory to Agent, attached to such policy or policies whenever applicable, and providing, among other matters, that all insurance proceeds shall be paid to Agent). (d) All policies shall contain: (1) the agreement of the insurer to give Agent at least 30 days’ written notice prior to cancellation or expiration of or change in such policies, or any of them; (2) a waiver of subrogation rights against Agent and, if available Borrower; (3) an agreement that such policies are primary and non-contributing with any insurance that may be carried by Agent; (4) a statement that the insurance policy or policies required by Section 17.2 shall include an appropriate clause pursuant to which such policy shall provide that it will not be invalidated should the Lessee waive, any insured waive in writing, writing prior to a loss, loss any or all rights right of recovery against any party for losses covered by such loss accruing to the property described in the insurance policy; and (5) if obtainable, a provision that no act or omission of Borrower shall affect or limit the obligation of the insurance carrier to pay the amount of any loss sustained. As of the date hereof, and that the subject to any changes in such requirements which Agent may, in its discretion, make from time to time pursuant to its rights under this Section 6, each policy of property insurance hereunder shall contain a lender’s loss payable endorsement, lender clause, or other non-contributory mortgagee clause of similar form and substance acceptable to Agent in favor of the Lessor and its rights under and interests in said policies shall not be invalidated or reduced by any act or omission or negligence of the Lessee or any other Person having any interest in the Property. The Lessee hereby waives any and all such rights against the Lessor to the extent of payments made under such policies. (c) All such insurance shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the Lessee which is rated in Best's Insurance Guide or any successor thereto (or if there be none, an organization having Agent as a similar national reputation) shall have a general policyholder rating of "A" and a financial rating of at least "12" or be otherwise acceptable to the Lessor. All insurance policies required by Section 17.2 shall include a standard form mortgagee endorsement in favor of the Lender. (d) The Lessor may carry separate liability insurance so long as (i) the Lessee's insurance is designated as primary and in no event excess or contributory to any insurance the Lessor may have in force which would apply to a loss covered under the Lessee's policy and (ii) each such insurance policy will not cause the Lessee's insurance required under this Article XVII to be subject to a coinsurance exception of any kindsecond mortgagee. (e) The Lessee Concurrently herewith, Borrower shall pay as they become due all deliver to Agent original policies or certificates with premiums for prepaid evidencing the insurance required by Section 17.1 hereunder. Borrower shall procure and Section 17.2pay for renewals of such insurance (or shall cause the procurement and payment) from time to time before the expiration thereof, and shall renew or replace each policy prior to the expiration date thereof. Throughout the Term, at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year), the Lessee Borrower shall deliver to Agent such original renewal policies or certificates with premiums prepaid at least 30 days before the Lessor certificates expiration of any existing policy. (f) Borrower, for itself, and on behalf of its insurers, hereby releases and waives any right to recover against Agent on any liability for: damages for injury to or death of persons; any loss or damage to property, including the property of any occupant of the Premises; any loss or damage to buildings or other improvements comprising the Premises; any other direct or indirect loss or damage caused by fire or other risks, which loss or damage is or would be covered by the insurance required to be carried hereunder by Borrower, or is otherwise insured; or claims arising by reason of any of the foregoing, except to the extent caused solely by the active negligence of Agent, respectively. (g) Agent shall not, by reason of accepting, rejecting, obtaining or failing to obtain insurance, incur any liability for (a) the existence, non-existence, form, amount or legal sufficiency thereof, (b) the solvency or insolvency of any insurer, or (c) the payment of losses. All insurance required hereunder or carried by Borrower shall be procured at Borrower’s sole cost and expense. Borrower shall deliver to Agent receipts satisfactory to Agent evidencing full prepayment of the premiums therefor, except to the extent Agent makes payments with Borrower’s deposits under Section 26 (for the periods and payments so covered by such payments). In the event of foreclosure on, or other transfer of title in lieu of foreclosure of, the Premises, all of Borrower’s interest in and to any and all insurance policies in force shall pass to Agent, or the transferee or purchaser as the case may be, and Agent is hereby irrevocably authorized to assign in Borrower’s name to such purchaser or transferee all such policies, which may be amended or rewritten to show the interest of such purchaser or transferee. (h) If the Borrower fails to procure, pay the premiums for, or deliver to the Agent any of the Policies or renewals as required herein, the Agent may elect, but shall not be obligated, to obtain such insurance and pay the premiums therefor. The Borrower shall pay to the Agent on demand any premiums so paid with interest thereon at the Default Rate set forth in the Notes, from the time of the advance for such payment by the Agent, and said advance and interest shall be part of the Debt. (i) Approval by the Agent of any policies of insurance evidencing that all insurance required by this Article XVII is being maintained (“Policies”) shall not be deemed a representation by the Lessee and is in effectAgent as to the adequacy of coverage of such Policies or the solvency of the insurer.

Insurance Coverage. (a) The Lessee shall furnish Company and its Subsidiaries presently maintain, and have at all times prior to the Lessor with certificates showing the date hereof maintained, liability, errors & omissions, casualty, property loss and other insurance required under Sections 17.1 coverages upon its properties and 17.2 to be in effect and naming the Lessor as additional insured with respect to liability coverage (excluding worker's compensation the conduct of its Business in such amounts, of such kinds and with such reputable insurance carriers as are generally deemed appropriate and sufficient for companies of a similar size engaged in similar types of business and operations. Section 3.24 of the Company Disclosure Schedule sets forth a complete and correct list of all insurance policies maintained by the Company or any of its Subsidiaries and indicating for each policy the insurance company, type of coverage, annual premium and whether the terms of such policy provide for retrospective premium adjustments, together with a history of all claims made by the Company thereunder since January 1, 2005, which insurance), except as described on Section 3.24 of the Company Disclosure Schedule, will remain in full force and naming the Lessor as loss payee effect in accordance with policy terms, with respect to property coverage all events occurring prior to the Closing Date. Section 3.24 of the Company Disclosure Schedule also states whether each such policy is carried on a “claims made” or “occurrence” basis. Each of such policies are valid, outstanding and showing the mortgagee endorsement required by Section 17.3(c) enforceable and there is no default with respect to any provision contained in any such coveragepolicy, nor has there been any failure to give any notice or present any claim under any such policy in a timely fashion or in the manner or detail required by the policy. All The Company or one of its Subsidiaries has paid all premiums due, and has otherwise performed all of its obligations, under each policy of insurance to which it is a party or that provides coverage to the Company or one of its Subsidiaries. No notice of cancellation or non-renewal with respect to, or disallowance of any claim under, any such policy has been received by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has been refused any insurance, nor has its coverage been limited by any insurance shall be at carrier to which it has applied for insurance or with which it has carried insurance during the cost and expense last five years. The Company or any of the Lesseeits Subsidiaries have never maintained, established, sponsored, participated in or contributed to any self-insurance plan. Such certificates shall include a provision There are no outstanding claims under any such policy which have gone unpaid for no less more than thirty (30) days' advance written notice by , or as to which the insurer to the Lessor in the event of cancellation or reduction of such insurancehas disclaimed liability. (b) The Lessee agrees that the insurance policy or policies required by Section 17.2 shall include an appropriate clause pursuant to which such policy shall provide that it will not be invalidated should the Lessee waive, in writing, prior to a loss, any or all rights of recovery against any party for losses covered by such policy, and that the insurance in favor of the Lessor and its rights under and interests in said policies shall not be invalidated or reduced by any act or omission or negligence of the Lessee or any other Person having any interest in the Property. The Lessee hereby waives any and all such rights against the Lessor to the extent of payments made under such policies. (c) All such insurance shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the Lessee which is rated in Best's Insurance Guide or any successor thereto (or if there be none, an organization having a similar national reputation) shall have a general policyholder rating of "A" and a financial rating of at least "12" or be otherwise acceptable to the Lessor. All insurance policies required by Section 17.2 shall include a standard form mortgagee endorsement in favor of the Lender. (d) The Lessor may carry separate liability insurance so long as (i) the Lessee's insurance is designated as primary and in no event excess or contributory to any insurance the Lessor may have in force which would apply to a loss covered under the Lessee's policy and (ii) each such insurance policy will not cause the Lessee's insurance required under this Article XVII to be subject to a coinsurance exception of any kind. (e) The Lessee shall pay as they become due all premiums for the insurance required by Section 17.1 and Section 17.2, and shall renew or replace each policy prior to the expiration date thereof. Throughout the Term, at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year), the Lessee shall deliver to the Lessor certificates of insurance evidencing that all insurance required by this Article XVII is being maintained by the Lessee and is in effect.

Insurance Coverage. (a) The Lessee shall furnish the Lessor with certificates showing the insurance coverage required under Sections 17.1 and 17.2 to be in effect and naming the Lessor as additional insured with respect to liability coverage (excluding worker's compensation insurance), and naming the Lessor as loss payee with respect to property coverage and showing the mortgagee endorsement required by Section 17.3(c) with respect to such coverage. All such insurance shall be at the cost and expense of the Lessee. Such certificates shall include a provision for no less than thirty (30) days' advance written notice by the insurer to the Lessor in the event of cancellation or reduction of such insurance. (b) The Lessee agrees that the insurance policy or policies required by Section 17.2 shall include an appropriate clause pursuant to which such policy shall provide that it will not be invalidated should the Lessee waive, in writing, prior to a loss, any or all rights of recovery against any party for losses covered by such policy, and that the insurance in favor of the Lessor and its rights under and interests in said policies shall not be invalidated or reduced by any act or omission or negligence of the Lessee or any other Person having any interest in the Property. The Lessee hereby waives any and all such rights against the Lessor to the extent of payments made under such policies. (c) All such insurance 13.1 shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the Lessee which is shall be rated in A.M. Best's ’s Insurance Guide or any successor thereto (or if there be none, an organization having a similar national reputation) and shall have a general policyholder rating of "“A" ” (or comparable rating for a rating by an organization other than A.M. Best) and a financial rating of at least "12" “X” (or comparable rating for a rating by an organization other than A.M. Best) or be otherwise acceptable to the LessorParticipants. All In the case of liability insurance policies required maintained by Section 17.2 Lessee, it shall include a standard form mortgagee endorsement in favor name the Collateral Agent and each of the Lender. (d) The Lessor may carry separate liability Participants as additional insureds and, in the case of property insurance so long maintained by Lessee covering the Leased Property, it shall name the Collateral Agent as mortgagee and sole loss payee. Each policy referred to in Section 13.1 shall provide that: (i) it will not be canceled or amended with regard to reduction of limits, reduction or elimination of coverages, or increase in the Lessee's insurance is designated as primary amount of any deductible, retained limit, or self-insured retention, or allowed to lapse without renewal, except after not less than 30 days prior written notice (10 days for nonpayment of premium) to Lessor and in no event excess or contributory to any insurance the Lessor may have in force which would apply to a loss covered under the Lessee's policy and Collateral Agent; (ii) each the interests of Lessor, Collateral Agent and any Lender shall not be invalidated by any act or negligence of or breach of warranty or representation by Lessee or any other Person having an interest in the Leased Property; (iii) such insurance is primary with respect to any other insurance carried by or available to Lessor, Collateral Agent or any Lender; (iv) with respect to such other insurance the insurer shall waive any right of subrogation, setoff, counterclaim, or other deduction, whether by attachment or otherwise, against Lessor; and (v) any such liability policy shall contain a cross-liability clause providing for coverage of Collateral Agent and each Participant, as if separate policies had been issued to each of them. Lessee will not cause the Lessee's insurance required under this Article XVII to be subject to a coinsurance exception notify Lessor and Collateral Agent promptly of any kindpolicy cancellation, reduction in policy limits, modification or amendment which has or could have an adverse effect on, or in any way impair, any insurance coverage provided for herein or in Section 13.1. (e) The Lessee shall pay as they become due all premiums for the insurance required by Section 17.1 and Section 17.2, and shall renew or replace each policy prior to the expiration date thereof. Throughout the Term, at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year), the Lessee shall deliver to the Lessor certificates of insurance evidencing that all insurance required by this Article XVII is being maintained by the Lessee and is in effect.

Insurance Coverage. (a) The Lessee shall furnish the Lessor with certificates showing the insurance coverage required under Sections 17.1 and 17.2 to be in effect and naming the Lessor as additional insured with respect to liability coverage (excluding worker's compensation insurance), and naming the Lessor as loss payee with respect to property coverage and showing the mortgagee endorsement required by Section 17.3(c) with respect to such coverage. All such insurance shall be at the cost and expense of the Lessee. Such certificates shall include a provision for no less than thirty (30) days' advance written notice by the insurer to the Lessor in the event of cancellation or reduction of such insurance. (b) The Lessee agrees that the insurance policy or policies required by Section 17.2 shall include an appropriate clause pursuant to which such policy shall provide that it will not be invalidated should the Lessee waive, in writing, prior to a loss, any or all rights of recovery against any party for losses covered by such policy, and that the insurance in favor of the Lessor and its rights under and interests in said policies shall not be invalidated or reduced by any act or omission or negligence of the Lessee or any other Person having any interest in the Property. The Lessee hereby waives any and all such rights against the Lessor to the extent of payments made under such policies. (c) All such insurance 13.1 shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the Lessee which is shall be rated in A.M. Best's Insurance Guide or any successor thereto (or if there be none, an organization having a similar national reputation) and shall have a general policyholder rating of "A" (or comparable rating for a rating by an organization other than A.M. Best) and a financial rating of at least "12X" (or comparable rating for a rating by an organization other than A.M. Best) or be otherwise acceptable to the Required Participants. In the case of liability insurance maintained by Lessee, it shall name Lessor (both in its individual capacity and as Lessor. All insurance policies required by Section 17.2 shall include a standard form mortgagee endorsement in favor ), the Administrative Agent and each of the Lender. (d) The Lessor may carry separate liability Participants, as additional insureds and, in the case of property insurance so long maintained by Lessee, it shall name Administrative Agent, as mortgagee and sole loss payee. Each policy referred to in Section 13.1 shall provide that: (i) the Lessee's insurance is designated as primary it will not be canceled, materially modified or its limits reduced, or allowed to lapse without renewal, except after not less than 30 days' prior written notice to Lessor and in no event excess or contributory to any insurance the Lessor may have in force which would apply to a loss covered under the Lessee's policy and Administrative Agent; (ii) each the interests of Lessor, the Administrative Agent and any Participant shall not be invalidated by any act or negligence of or breach of warranty or representation by Lessee or any other Person having an interest in the Leased Property; (iii) such insurance is primary with respect to any other insurance carried by or available to Lessor, the Administrative Agent or any Participant; (iv) the insurer shall waive any right of subrogation, setoff, counterclaim, or other deduction, whether by attachment or otherwise, against Lessor; and (v) such policy shall contain a cross-liability clause providing for coverage of Lessor, the Administrative Agent and each Participant, as if separate policies had been issued to each of them. Lessee will not cause the Lessee's insurance required under this Article XVII to be subject to a coinsurance exception notify Lessor and Administrative Agent promptly of any kindpolicy cancellation, reduction in policy limits, modification or amendment. (e) The Lessee shall pay as they become due all premiums for the insurance required by Section 17.1 and Section 17.2, and shall renew or replace each policy prior to the expiration date thereof. Throughout the Term, at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year), the Lessee shall deliver to the Lessor certificates of insurance evidencing that all insurance required by this Article XVII is being maintained by the Lessee and is in effect.

Insurance Coverage. (a) The Lessee shall furnish the Lessor with certificates showing the insurance coverage required under Sections 17.1 and 17.2 to be in effect and naming the Lessor as additional insured with respect to liability coverage (excluding worker's compensation insurance), and naming the Lessor as loss payee with respect to property coverage and showing the mortgagee endorsement required by Section 17.3(c) with respect to such coverage. All such insurance shall be at the cost and expense of the Lessee. Such certificates shall include a provision for no less than thirty (30) days' advance written notice by the insurer to the Lessor in the event of cancellation or reduction of such insurance. (b) The Lessee agrees that the insurance policy or policies required by Section 17.2 shall include an appropriate clause pursuant to which such policy shall provide that it will not be invalidated should the Lessee waive, in writing, prior to a loss, any or all rights of recovery against any party for losses covered by such policy, and that the insurance in favor of the Lessor and its rights under and interests in said policies shall not be invalidated or reduced by any act or omission or negligence of the Lessee or any other Person having any interest in the Property. The Lessee hereby waives any and all such rights against the Lessor to the extent of payments made under such policies. (c) All such insurance 13.1 shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the Lessee which is shall be rated in A.M. Best's ’s Insurance Guide or any successor thereto (or if there be none, an organization having a similar national reputation) and shall have a general policyholder rating of "A" “A-” (or comparable rating for a rating by an organization other than A.M. Best) and a financial rating of at least "12" “VIII” (or comparable rating for a rating by an organization other than A.M. Best) or be otherwise reasonably acceptable to the LessorRequired Participants. All policies of insurance policies required herein, with the exception of workers compensation, shall name Lessor, the Administrative Agent and each Participant, as additional insureds and, in the case of property insurance maintained by Lessee, it shall name the Administrative Agent, as mortgagee and sole loss payee with respect to the Leased Property (but subject to the obligations of Administrative Agent under Section 17.2 14.1 of this Lease). Each policy referred to in Section 13.1 shall include a standard form mortgagee endorsement in favor of the Lender. (d) The Lessor may carry separate liability insurance so long as provide that: (i) the Lessee's insurance is designated as primary it will not be canceled or its limits reduced, or allowed to lapse without renewal, except after not less than thirty (30) days’ prior written notice to Lessor and in no event excess or contributory to any insurance the Lessor may have in force which would apply to a loss covered under the Lessee's policy Administrative Agent (and after not less than ten (10) days for nonpayment of premium); (ii) each the interests of Lessor, the Administrative Agent and any Participant shall not be invalidated by any act or negligence of or breach of warranty or representation by Lessee or any other Person having an interest in the Leased Property; (iii) such insurance is primary with respect to any other insurance carried by or available to Lessor, the Administrative Agent or any Participant; (iv) the insurer shall waive any right of subrogation against the Participants and Administrative Agent; and (v) any such liability policy shall contain a cross-liability/separation of insureds clause providing for coverage of Lessor, the Administrative Agent and each Participant, as if separate policies had been issued to each of them. Lessee will not cause the Lessee's insurance required under this Article XVII to be subject to a coinsurance exception promptly provide Lessor with prior written notice of any kindpolicy modification or amendment that will result in the applicable insurance policy no longer satisfying with the requirements of Section 13.1 hereof. (e) The Lessee shall pay as they become due all premiums for the insurance required by Section 17.1 and Section 17.2, and shall renew or replace each policy prior to the expiration date thereof. Throughout the Term, at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year), the Lessee shall deliver to the Lessor certificates of insurance evidencing that all insurance required by this Article XVII is being maintained by the Lessee and is in effect.

Insurance Coverage. (a) The Lessee shall furnish the Lessor and Lender with certificates showing the insurance required under Sections 17.1 and 17.2 to be in effect and naming the Lessor and Lender as additional insured with respect to liability coverage (excluding worker's compensation insurance), and naming the Lessor Lender as loss payee with respect to property coverage and showing the mortgagee endorsement required by Section 17.3(c) with respect to such coverage. All such insurance shall be at the cost and expense of the Lessee. Such certificates shall include a provision for no less than thirty (30) days' advance written notice by the insurer to the Lessor and Lender in the event of cancellation or reduction of such insurance. (b) The Lessee agrees that the insurance policy or policies required by Section 17.2 shall include an appropriate clause pursuant to which such policy shall provide that it will not be invalidated should the Lessee waive, in writing, prior to a loss, any or all rights of recovery against any party for losses covered by such policy, and that the insurance in favor of the Lessor and Lender and its rights under and interests in said policies shall not be invalidated or reduced by any act or omission or negligence of the Lessee or any other Person having any interest in the Property. The Lessee hereby waives any and all such rights against the Lessor and Lender to the extent of payments made under such policies. (c) All such insurance shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the Lessee which is rated in Best's Insurance Guide or any successor thereto (or if there be none, an organization having a similar national reputation) shall have a general policyholder rating of "A:VII" and a financial rating of at least "12" or better or be otherwise acceptable to the Lessor. All insurance policies required by Section 17.2 shall include a standard form mortgagee endorsement in favor of the Lender. (d) The Lessor may carry separate liability insurance so long as (i) the Lessee's insurance is designated as primary and in no event excess or contributory to any insurance the Lessor may have in force which would apply to a loss covered under the Lessee's policy and (ii) each such insurance policy will not cause the Lessee's insurance required under this Article XVII to be subject to a coinsurance exception of any kind. (e) The Lessee shall pay as they become due all premiums for the insurance required by Section 17.1 and Section 17.2, and shall renew or replace each policy prior to the expiration date thereof. Throughout the Term, at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year), the Lessee shall deliver to the Lessor certificates of insurance evidencing that all insurance required by this Article XVII is being maintained by the Lessee and is in effect.

Insurance Coverage. The Grantor shall keep the Improvements insured against (ai) The Lessee damage by fire and the other hazards covered by the standard extended coverage all risk insurance policy, and (ii) damage by vandalism, malicious mischief, and such other hazards against which the Beneficiary shall furnish require insurance, and each policy of insurance required pursuant to this Section 2.03 shall be endorsed to name the Lessor Beneficiary as a mortgagee-loss payee thereunder, as its interest may appear, with certificates showing loss payable to the Beneficiary without contribution or assessment, under a New York Standard Beneficiary Clause. All insurance policies and endorsements required pursuant to this Section 2.03 shall be fully paid for, nonassessable and contain such provisions (including, without limitation, inflation guard and replacement cost endorsements) and expiration dates and shall be in such form and amounts and issued by such insurance companies with a rating of `A' or better as established by Best's Rating Guide, or an equivalent rating with such other publication of a similar nature as shall be in current use, or such other companies, as shall be approved by the Beneficiary. In addition to the insurance required under Sections 17.1 policies above described, the Grantor shall keep and 17.2 to maintain in effect insurance policies in respect of rental loss, Workmen's Compensation, employees' liability coverage, comprehensive public liability insurance (including contractual coverage), boiler and machinery, and such other insurance as the Beneficiary may require; all in such form, with such coverage, in such amounts and issued by such insurance companies with a rating of `A' or better as established by Best's Rating Guide or equivalent rating of such other publications of similar nature as shall be in effect and naming the Lessor current use, as additional insured with respect to liability coverage (excluding worker's compensation insurance), and naming the Lessor as loss payee with respect to property coverage and showing the mortgagee endorsement required by Section 17.3(c) with respect to such coverage. All such insurance shall be at approved by the cost and expense Beneficiary. Without limiting the foregoing, each policy of insurance required hereunder shall provide that such policy may not be cancelled, expire, or be terminated (whether due to nonpayment of premiums, surrender by the Lessee. Such certificates shall include a provision for no less than insured, or other reason) except upon thirty (30) days' advance prior written notice to the Beneficiary and that no act or thing done by the insurer Grantor shall invalidate the policy as against the Beneficiary. In addition, the Beneficiary may require the Grantor to carry such other insurance on the Improvements in such amounts as may from time to time be reasonably required by institutional lenders, against insurable casualties (including, without limitation, risks of war and nuclear explosion) which at the time are commonly insured against in the case of premises similarly situated, due regard being given to the Lessor site and the type of the building, the type of construction, the stage of construction, location, utilities and occupancy or any replacements or substitutions therefor. The Grantor shall additionally keep the Improvements insured against loss by flood if the Premises are located in an area identified by the Secretary of Housing and Urban Development as an area having special flood hazards and in which the Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973, as the same may have been or may hereafter be amended or modified (and any successor acts thereto) in an amount at least equal to the outstanding Indebtedness or the maximum limit of coverage available with respect to the Improvements under said Act, whichever is less, and in a company or companies to be approved by the Beneficiary. In all events and without a modification of or limitation on the foregoing the Grantor will assign and deliver the policy or policies (or true copies thereof) of all such insurance to the Beneficiary, which policy or policies shall have endorsed thereon the New York Standard Beneficiary Clause (provided, however, the Beneficiary shall have thirty (30) days' notice from the insurer prior to the expiration, cancellation or termination (for any reason whatsoever) of any policy) in the name of the Beneficiary, so and in such manner and form that the Beneficiary and its successors and assigns shall at all times have and hold said policy or policies as collateral and further security for the payment of the Indebtedness until the full payment of the Indebtedness. In addition, from time to time, upon the occurrence of any change in the use, operation or value of the Premises or any part thereof, or in the availability of insurance in the area in which the Premises are located, the Grantor shall promptly notify the Beneficiary of such change and shall, within five (5) days after demand by the Beneficiary, take out such additional amounts and/or such other kinds of insurance as the Beneficiary may reasonably require. Otherwise, the Grantor shall not take out or permit any separate or additional insurance which is contributing in the event of cancellation or reduction of such insurance. (b) The Lessee agrees that the insurance policy or policies required by Section 17.2 shall include an appropriate clause pursuant to which such policy shall provide that loss unless it will not be invalidated should the Lessee waive, in writing, prior to a loss, any or all rights of recovery against any party for losses covered by such policy, and that the insurance is endorsed in favor of the Lessor Beneficiary in accordance with the requirements hereof and its rights under otherwise satisfactory to the Beneficiary in all respects. Insurance required hereunder may be carried by the Grantor pursuant to blanket policies, provided that all other requirements herein set forth are satisfied and interests that the underlying policy in said policies respect of the Premises is assigned and delivered to the Beneficiary as herein required. In the event that the Grantor fails to keep the Premises insured in compliance with this Section 2.03, the Beneficiary may, but shall not be invalidated obligated to, obtain insurance and pay the premiums therefor and the Grantor shall, on demand, reimburse the Beneficiary for all sums, advances and expenses incurred in connection therewith and such sums, advances and expenses shall bear interest at the Default Rate (as defined in Section 2.13 of this Deed) until reimbursed. The Grantor shall deliver copies of all original policies to the Beneficiary together with the endorsements thereto required hereunder. The proceeds of insurance paid on account of any damage or reduced by destruction to the Premises or any act part thereof shall be paid over to the Beneficiary to be applied as hereinafter provided. Notwithstanding anything to the contrary contained herein or omission or negligence in any provision of applicable law, the proceeds of insurance policies coming into the possession of the Lessee Beneficiary shall not be deemed trust funds and the Beneficiary shall be entitled to dispose of such proceeds as hereinafter provided in Section 2.04. In the event of a foreclosure of the Premises or any other Person having any transfer of the Premises in lieu of foreclosure or purchase of the Premises at a foreclosure or a Trustee's sale, all of Grantor's interest in the Property. The Lessee hereby waives any and all such rights against the Lessor insurance policies then in force with respect to the extent of payments made under such policies. (c) All such insurance Premises shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the Lessee which is rated in Best's Insurance Guide or any successor thereto (or if there be none, an organization having a similar national reputation) shall have a general policyholder rating of "A" and a financial rating of at least "12" or be otherwise acceptable inure to the Lessor. All insurance policies required by Section 17.2 shall include a standard form mortgagee endorsement in favor benefit of and pass to the transferee or purchaser of the LenderPremises, as the case may be. (d) The Lessor may carry separate liability insurance so long as (i) the Lessee's insurance is designated as primary and in no event excess or contributory to any insurance the Lessor may have in force which would apply to a loss covered under the Lessee's policy and (ii) each such insurance policy will not cause the Lessee's insurance required under this Article XVII to be subject to a coinsurance exception of any kind. (e) The Lessee shall pay as they become due all premiums for the insurance required by Section 17.1 and Section 17.2, and shall renew or replace each policy prior to the expiration date thereof. Throughout the Term, at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year), the Lessee shall deliver to the Lessor certificates of insurance evidencing that all insurance required by this Article XVII is being maintained by the Lessee and is in effect.

Insurance Coverage. (a) The Each Lessee shall furnish or cause to be furnished to the Lessor with and the Lenders certificates showing the insurance required under Sections 17.1 13.1 and 17.2 13.2 to be in effect and naming the Lessor Lessor, the Lenders, the Lease Agent and the Collateral Agent as additional insured insureds with respect to liability coverage (excluding worker's compensation insurance), naming the Collateral Agent and such Lessee as their interests may appear with respect to casualty coverage, and naming the Lessor Collateral Agent as loss payee with respect to property coverage casualty coverage, and showing the mortgagee endorsement required by Section 17.3(c13.3(c) with respect to such coverage. All such insurance shall be at the cost and expense of the such Lessee. Such certificates shall include a provision for no less than thirty (30) days' advance written notice by the insurer to the Lessor Collateral Agent in the event of cancellation or reduction of such insurance. (b) The Each Lessee agrees that the insurance policy or policies required by Section 17.2 13.2 shall include an appropriate clause pursuant to which such policy shall provide that it will not be invalidated should the such Lessee waive, in writing, prior to a loss, any or all rights of recovery against any party for losses covered by such policy, and that the insurance in favor of the Lessor and its the Collateral Agent and their respective rights under and interests in said policies shall not be invalidated or reduced by any act or omission (including breach of warranty) or negligence of the such Lessee or any other Person having any interest in its Property other than the PropertyLessor and the Collateral Agent. The Lessee hereby waives any and all such rights against the Lessor and the Collateral Agent to the extent of payments made under such policies. (c) All such insurance shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the a Lessee which is rated in Best's Insurance Guide or any successor thereto (or if there be none, an organization having a similar national reputation) shall have a general policyholder rating of "A" and a financial rating of at least "12" or be otherwise acceptable to the LessorLenders. All insurance policies required by Section 17.2 13.2 shall include a standard form mortgagee endorsement in favor of the LenderCollateral Agent. (d) The Lessor may shall not carry separate insurance concurrent in kind or form or contributing in the event of loss with any insurance required under this Article XIII except that the Lessor may, at the Lessor's expense, carry separate liability insurance so long as (i) the a Lessee's insurance is designated as primary and in no event excess or contributory to any insurance the Lessor may have in force which would apply to a loss covered under the Lessee's policy and (ii) each such insurance policy will not cause the such Lessee's insurance required under this Article XVII XIII to be subject to a coinsurance exception of any kind. (e) The Each Lessee shall pay as they become due all premiums for the insurance required by Section 17.1 13.1 and Section 17.213.2, and shall renew or replace each policy prior to the expiration date thereof. Throughout the Term, at the time each of the such Lessee's insurance policies is renewed (but in no event less frequently than once each year), the such Lessee shall deliver to the Lessor and the Collateral Agent certificates of insurance evidencing that all insurance required by this Article XVII XIII is being maintained by the Lessee and is in effect.

Insurance Coverage. (a) The Lessee shall furnish the Lessor with certificates showing the insurance coverage required under Sections 17.1 and 17.2 to be in effect and naming the Lessor as additional insured with respect to liability coverage (excluding worker's compensation insurance), and naming the Lessor as loss payee with respect to property coverage and showing the mortgagee endorsement required by Section 17.3(c) with respect to such coverage. All such insurance shall be at the cost and expense of the Lessee. Such certificates shall include a provision for no less than thirty (30) days' advance written notice by the insurer to the Lessor in the event of cancellation or reduction of such insurance. (b) The Lessee agrees that the insurance policy or policies required by Section 17.2 shall include an appropriate clause pursuant to which such policy shall provide that it will not be invalidated should the Lessee waive, in writing, prior to a loss, any or all rights of recovery against any party for losses covered by such policy, and that the insurance in favor of the Lessor and its rights under and interests in said policies shall not be invalidated or reduced by any act or omission or negligence of the Lessee or any other Person having any interest in the Property. The Lessee hereby waives any and all such rights against the Lessor to the extent of payments made under such policies. (c) All such insurance 13.1 shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the Lessee which is shall be rated in A.M. Best's ’s Insurance Guide or any successor thereto (or if there be none, an organization having a similar national reputation) and shall have a general policyholder rating of "“A" ” (or comparable rating for a rating by an organization other than A.M. Best) and a financial rating of at least "12" “X” (or comparable rating for a rating by an organization other than A.M. Best) or be otherwise acceptable to the Required Participants. In the case of liability insurance maintained by Lessee, it shall name Lessor. All , the Administrative Agent, each Participant and the Authority, as additional insureds and, in the case of property insurance policies required maintained by Section 17.2 Lessee, it shall include a standard form name the Administrative Agent, as mortgagee endorsement in favor and sole loss payee with respect to the Leased Property (but subject to the obligations of the Lender. (d) The Lessor may carry separate liability insurance so long as Administrative Agent under Section 14.1 of this Lease). Each policy referred to in Section 13.1 shall provide that: (i) it will not be canceled, modified or amended or its limits reduced, or allowed to lapse without renewal, except after not less than thirty (30) days’ prior written notice to Lessor and the Lessee's insurance is designated as primary Administrative Agent (and in no event excess or contributory to any insurance the Lessor may have in force which would apply to a loss covered under the Lessee's policy and after not less than ten (10) days for nonpayment of premium); (ii) each the interests of Lessor, the Administrative Agent and any Participant shall not be invalidated by any act or negligence of or breach of warranty or representation by Lessee or any other Person having an interest in the Leased Property; (iii) such insurance is primary with respect to any other insurance carried by or available to Lessor, the Administrative Agent or any Participant; (iv) the insurer shall waive any right of subrogation, setoff, counterclaim, or other deduction, whether by attachment or otherwise, against the Participants and the Administrative Agent; and (v) such policy shall contain a cross‑liability/separation of insureds clause providing for coverage of Lessor, the Administrative Agent and each Participant, as if separate policies had been issued to each of them. ‑18‑ Lessee will not cause notify Lessor and the Lessee's insurance required under this Article XVII to be subject to a coinsurance exception Administrative Agent promptly of any kindpolicy cancellation, reduction in policy limits, modification or amendment. (e) The Lessee shall pay as they become due all premiums for the insurance required by Section 17.1 and Section 17.2, and shall renew or replace each policy prior to the expiration date thereof. Throughout the Term, at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year), the Lessee shall deliver to the Lessor certificates of insurance evidencing that all insurance required by this Article XVII is being maintained by the Lessee and is in effect.

Insurance Coverage. (a) The Each Lessee shall furnish the Administrative Agent, the Lessor and each Participant with certificates showing the insurance required under Sections 17.1 SECTIONS 13.1 and 17.2 13.2 to be in effect and naming the Administrative Agent and the Lessor as additional insured insureds with respect to liability coverage (excluding worker's compensation insurance), naming the Lenders, the Lessor and such Lessee as their interests may appear with respect to casualty coverage and naming the Administrative Agent and the Lessor as loss payee payees with respect to property coverage and showing the mortgagee endorsement required by Section 17.3(cSECTION 13.3(c) with respect to such coverage. All such insurance shall be at the cost and expense of the Company or such Lessee. Such certificates shall include a provision for no less than thirty (30) days' advance written notice by the insurer to the Lessor in the event of cancellation or reduction of such insurance. In addition, each Lessee shall cause the Administrative Agent, the Lessor and each Participant to be named as additional insureds under each liability policy maintained in connection with the Construction. (b) The Each Lessee agrees that the insurance policy or policies required by Section 17.2 SECTION 13.2 shall include an appropriate clause pursuant to which such policy shall provide that it will not be invalidated should the Company or such Lessee waive, in writing, prior to a loss, any or all rights of recovery against any party for losses covered by such policy, and that the insurance in favor of the Administrative Agent, the Lessor, the Lenders and the Lessor and its their respective rights under and interests in said policies shall not be invalidated or reduced by any act or omission or negligence of the Company or such Lessee or any other Person having any interest in any Property other than the PropertyAdministrative Agent, the Lenders and the Lessor. The Each Lessee hereby waives any and all such rights against the Administrative Agent, the Lenders and the Lessor to the extent of payments made under such policies. (c) All Except as otherwise permitted by CLAUSE (d), all such insurance shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the any Lessee which is rated in Best's Insurance Guide or any successor thereto (or if there be none, an organization having a similar national reputation) shall have a general policyholder rating of "A" and a financial rating of at least "129" or be otherwise acceptable to the Lessor. All insurance policies required by Section 17.2 shall include a standard form mortgagee endorsement in favor of the Lender. (d) The Lessor may carry separate liability insurance so long as (i) the Lessee's insurance is designated as primary Lenders and in no event excess or contributory to any insurance the Lessor may have in force which would apply to a loss covered under (provided that if the Lessee's policy and (ii) each general policyholder rating of such insurer falls below "A" or the financial rating falls below "9" Lessee shall replace such insurance policy will not cause the Lessee's insurance required under this Article XVII to be subject to with a coinsurance exception policy issued by an insurer rated at least "A" and "9" within 180 days of any kind. (e) The Lessee shall pay as they become due all premiums for the insurance required by Section 17.1 and Section 17.2, and shall renew or replace each policy prior to the expiration date thereof. Throughout the Term, at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year), the Lessee shall deliver to the Lessor certificates of insurance evidencing that all insurance required by this Article XVII is being maintained by the Lessee and is in effect.such Master Lease

Insurance Coverage. (a) The Lessee shall furnish the Lessor and the Agent with certificates showing the insurance required under Sections 17.1 13.1 and 17.2 13.2 to be in effect and naming the Lessor as additional insured with respect to liability coverage (excluding worker's compensation insurance), naming the Lessor and the Lessee as their interests may appear with respect to property coverage and naming the Lessor as loss payee with respect to property coverage and showing the mortgagee endorsement required by Section 17.3(c13.3(c) with respect to such coverage. All such insurance shall be at the cost and expense of the Lessee. Such certificates shall include a provision for no less than thirty (30) days' advance written notice by the insurer to the Lessor in the event of cancellation or reduction of such insurance. (b) The Lessee agrees that the insurance policy or policies required by Section 17.2 Sections 13.2 shall include an appropriate clause pursuant to which such policy shall provide that it will not be invalidated should the Lessee waive, in writing, prior to a loss, any or all rights of recovery against any party for losses covered by such policy, and that the insurance in favor of the Lessor and its rights under and interests in said policies shall not be invalidated or reduced by any act or omission (including breach of warranty) or negligence of the Lessee or any other Person having any interest in any Property other than the PropertyLessor. The Lessee hereby waives any and all such rights against the Lessor to the extent of payments made under such policies.. Master Lease (c) All such insurance shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the Lessee which is rated in Best's Insurance Guide or any successor thereto (or if there be none, an organization having a similar national reputation) shall have a general policyholder rating of "A" and a financial rating of at least "12VIII" or be otherwise acceptable to the Lessor. All insurance policies required by Section 17.2 13.2 shall include a standard form mortgagee endorsement in favor of the LenderLessor. (d) The Lessor may shall not carry separate insurance concurrent in kind or form or contributing in the event of loss with any insurance required under this Article XIII except that the Lessor may, at the Lessor's expense, carry separate liability insurance so long as (i) the Lessee's insurance is designated as primary and in no event excess or contributory to any insurance the Lessor may have in force which would apply to a loss covered under the Lessee's policy and (ii) each such insurance policy will not cause the Lessee's insurance required under this Article XVII XIII to be subject to a coinsurance exception of any kind. (e) The Lessee shall pay as they become due all premiums for the insurance required by Section 17.1 13.1 and Section 17.213.2, and shall renew or replace each policy prior to the expiration date thereof. Throughout the Lease Term, at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year), the Lessee shall deliver to the Lessor and the Agent certificates of insurance evidencing that all insurance required by this Article XVII XIII is being maintained by the Lessee and is in effect.

Insurance Coverage. (a) The Lessee shall furnish the Lessor with certificates showing the insurance coverage required under Sections 17.1 and 17.2 to be in effect and naming the Lessor as additional insured with respect to liability coverage (excluding worker's compensation insurance), and naming the Lessor as loss payee with respect to property coverage and showing the mortgagee endorsement required by Section 17.3(c) with respect to such coverage. All such insurance shall be at the cost and expense of the Lessee. Such certificates shall include a provision for no less than thirty (30) days' advance written notice by the insurer to the Lessor in the event of cancellation or reduction of such insurance. (b) The Lessee agrees that the insurance policy or policies required by Section 17.2 shall include an appropriate clause pursuant to which such policy shall provide that it will not be invalidated should the Lessee waive, in writing, prior to a loss, any or all rights of recovery against any party for losses covered by such policy, and that the insurance in favor of the Lessor and its rights under and interests in said policies shall not be invalidated or reduced by any act or omission or negligence of the Lessee or any other Person having any interest in the Property. The Lessee hereby waives any and all such rights against the Lessor to the extent of payments made under such policies. (c) All such insurance 13.1 shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the any Lessee which is shall be rated in A.M. Best's Insurance Guide or any successor thereto (or if there be none, an organization having a similar national reputation) and shall have a general policyholder rating of "A" (or comparable rating for a rating by an organization other than A.M. Best) and a financial rating of at least "12VII" (or comparable rating for a rating by ISI or Standard & Poor's Corporation or another organization other than A.M. Best) or be otherwise acceptable to the LessorRequired Participants. All In the case of liability insurance policies required maintained by Section 17.2 any Lessee, such insurance shall include a standard form mortgagee endorsement name Lessor (both in favor its individual capacity and as trustee), Collateral Agent (both individually and in its capacity as Collateral Agent) and each of the Lender. (d) The Lessor may carry separate liability insurance so long Participants, as additional insureds and, in the case of property insurance, shall name Collateral Agent as sole loss payee. Each policy referred to in Section 13.1 shall provide that: (i) the Lessee's insurance is designated as primary it will not be canceled, materially modified or its limits reduced, or allowed to lapse without renewal, except after not less than thirty (30) days' prior written notice to Lessor and in no event excess or contributory to any insurance the Lessor may have in force which would apply to a loss covered under the Lessee's policy and Collateral Agent; (ii) each to the extent available on a commercially reasonable basis, the interests of Lessor, Collateral Agent and any Participant shall not be invalidated by any act or negligence of or breach of warranty or representation by any Lessee or any other Person having an interest in the Equipment; (iii) such insurance is primary with respect to any other insurance carried by or available to Lessor, Collateral Agent or any Participant; (iv) the insurer shall waive any right of subrogation, setoff, counterclaim, or other deduction, whether by attachment or otherwise, against Lessor, Collateral Agent or any Participant; (v) such policy will not cause the Lessee's insurance required under this Article XVII shall contain a cross-liability clause providing for coverage of Lessor, Collateral Agent and each Participant, as if separate policies had been issued to be subject to a coinsurance exception each of them; and (vi) such policy shall provide that none of Lessor, Collateral Agent or any Participant shall have any obligation or liability for payment of any kind. (e) The premiums, commissions, claims or assessments. Agent Lessee shall pay as they become due all premiums for the insurance required by Section 17.1 notify Lessor and Section 17.2Collateral Agent promptly of any policy cancellation, and shall renew reduction in policy limits, or replace each policy prior to the expiration date thereof. Throughout the Term, at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year), the Lessee shall deliver to the Lessor certificates of insurance evidencing that all insurance required by this Article XVII is being maintained by the Lessee and is in effectmaterial modification or amendment.

Insurance Coverage. (a) The Lessee shall furnish the Lessor with certificates showing the insurance required under Sections SECTIONS 17.1 and 17.2 to be shall name the Lessor, the Trustee, FUNB (as defined in effect the Trust Agreement), the Administrative Agent, the Collateral Agent, the Equity Participants and naming the Lessor Lenders as additional insured insureds with respect to liability coverage (excluding worker's compensation insurance), and naming shall name the Lessor Collateral Agent as loss payee with respect to property coverage coverage. Such insurance may provide for deductible amounts of up to (i) $1,000,000, if the Applicable Leverage Ratio is less than or equal to 5.50 to 1, and showing (ii) $250,000, if the mortgagee Applicable Leverage Ratio is greater than 5.50 to 1, per occurrence and may be obtained by Lessee by endorsement required by Section 17.3(c) on its blanket insurance policies provided that each Property shall be separately scheduled so that no loss at any other property shall reduce the amount payable with respect to such coverageProperty except for the perils of flood and earthquake, where aggregate limits are usual and customary. All such insurance shall be at the sole cost and expense of the LesseeLessee and shall be maintained with respect to each Leased Asset from the Lease Commencement Date thereof through the Expiration Date. Such certificates shall include a provision for no less than thirty ten (3010) days' advance written notice by the insurer to the Lessor in the event of cancellation or reduction material change of such insurance. (b) The Lessee agrees that the insurance policy or policies required by Section 17.2 SECTIONS 17.1 and 17.2, shall include an appropriate clause pursuant to which such policy shall provide that it will not be invalidated should the Lessee waive, in writing, prior to a loss, any or all rights of recovery against any party for losses covered by such policy, and that the insurance in favor of the Lessor and its the other additional insureds and their rights under and interests in said policies shall not be invalidated or reduced by any act or omission or negligence of the Lessee or any other Person having any interest in the Propertyany Leased Asset. The Lessee and the Lessor each hereby waives any and all such rights against the Lessor other for loss or damage to or loss of use of its property to the extent of payments made under its property insurance so long as such policieswaiver shall not affect its rights to recover under such insurance. (c) All Except as otherwise permitted by clause (d), all such insurance shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the Lessee which is shall be rated in Best's Insurance Guide or any successor thereto (or if there be none, an organization having a similar national reputation) and shall have a general policyholder rating of "AA-" and a financial size rating of at least "12IX" at the time of issuance of a policy or be otherwise acceptable to the Lessor. All insurance policies required by Section SECTION 17.2 shall include a standard form mortgagee endorsement in favor of the LenderLessor. (d) The Lessor shall not carry separate insurance concurrent in kind or form or contributing in the event of loss with any insurance required under this ARTICLE XVII except that the Lessor may carry separate liability insurance so long as (i) the Lessee's insurance is designated as primary and in no event excess or contributory to any insurance the Lessor may have in force which would apply to a loss covered under the Lessee's policy and (ii) each such insurance policy will not cause the Lessee's insurance required under this Article ARTICLE XVII to be subject to a coinsurance exception of any kind. Each policy maintained by the Lessee shall specifically provide that the policy shall be considered primary insurance which shall apply to any loss or claim before any contribution by any insurance which the Lessor may have in force. (e) The Lessee shall pay as they become due all premiums for the insurance required by Section SECTION 17.1 and Section SECTION 17.2, and shall renew or replace each policy prior to the expiration date thereof. Throughout the TermLease Term for any Leased Asset, at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year)renewed, the Lessee shall deliver to the Lessor and the Collateral Agent certificates of insurance evidencing that all insurance required by this Article ARTICLE XVII with respect to such Leased Asset is being maintained by the Lessee and is in effect. (f) All insurance proceeds in respect of any property damage loss or occurrence during the Lease Term for any Leased Asset for which the proceeds related thereto are (i) less than or equal to the Threshold Amount, in the absence of the occurrence and continuance of a Default or Event of Default, shall be adjusted by and paid to the Lessee for application toward the reconstruction, repair or refurbishment of the applicable Leased Asset and (ii) greater than the Threshold Amount, shall be adjusted jointly by the Lessee, the Lessor and the Collateral Agent (unless a Default or Event of Default has occurred and is continuing, in which case such proceeds shall be adjusted solely by the Collateral Agent) and held by the Collateral Agent for application in accordance with ARTICLE XVIII.

Insurance Coverage. (a) The Lessee shall furnish the Lessor and the Agent with certificates showing the insurance required under Sections 17.1 13.1 and 17.2 13.2 to be in effect and naming the Lessor as additional insured with respect to liability coverage (excluding worker's compensation insurance), naming the Lessor and the Lessee as their interests may appear with respect to property coverage and naming the Lessor as loss payee with respect to property coverage and showing the mortgagee endorsement required by Section 17.3(c13.3(c) with respect to such coverage. All such insurance shall be at the cost and expense of the Lessee. Such certificates shall include a provision for no less than thirty (30) days' advance written notice by the insurer to the Lessor in the event of cancellation or reduction of such insurance. (b) The Lessee agrees that the insurance policy or policies required by Section 17.2 Sections 13.2 shall include an appropriate clause pursuant to which such policy shall provide that it will not be invalidated should the Lessee waive, in writing, prior to a loss, any or all rights of recovery against any party for losses covered by such policy, and that the insurance in favor of the Lessor and its rights under and interests in said policies shall not be invalidated or reduced by any act or omission (including breach of warranty) or negligence of the Lessee or any other Person having any interest in any Property other than the PropertyLessor. The Lessee hereby waives any and all such rights against the Lessor to the extent of payments made under such policies. (c) All such insurance shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the Lessee which is rated in Best's Insurance Guide or any successor thereto (or if there be none, an organization having a similar national reputation) shall have a general policyholder rating of "A" and a financial rating of at least "12VIII" or be otherwise acceptable to the Lessor. All insurance policies required by Section 17.2 13.2 shall include a standard form mortgagee endorsement in favor of the LenderLessor. (d) The Lessor may shall not carry separate insurance concurrent in kind or form or contributing in the event of loss with any insurance required under this Article XIII except that the Lessor may, at the Lessor's expense, carry separate liability insurance so long as (i) the Lessee's insurance is designated as primary and in no event excess or contributory to any insurance the Lessor may have in force which would apply to a loss covered under the Lessee's policy and (ii) each such insurance policy will not cause the Lessee's insurance required under this Article XVII XIII to be subject to a coinsurance exception of any kind. (e) The Lessee shall pay as they become due all premiums for the insurance required by Section 17.1 13.1 and Section 17.213.2, and shall renew or replace each policy prior to the expiration date thereof. Throughout the Lease Term, at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year), the Lessee shall deliver to the Lessor and the Agent certificates of insurance evidencing that all insurance required by this Article XVII XIII is being maintained by the Lessee and is in effect.

Insurance Coverage. (a) The Lessee shall furnish the Lessor with certificates showing the insurance required procured under Sections 17.1 16.1 , 16.2, 16.3 and 17.2 16.4 to be in effect and ------------- ---- ---- ---- naming the Lessor as additional insured with respect to liability coverage (excluding worker's compensation insurance), ) and naming the Lessor as loss payee with respect to property coverage and showing the mortgagee endorsement required by Section 17.3(c) with respect to such coverage. All such insurance shall be at the cost and expense of the Lessee. Such certificates shall include a provision for no less than thirty (30) days' advance written notice by the insurer to the Lessor in the event of cancellation or reduction of such insurance. (b) The Lessee agrees that the insurance policy or policies required by obtained under Section 17.2 16.2, shall include an appropriate clause pursuant to which such policy shall provide that it will not be invalidated should the Lessee waive, in writing, prior to a loss, any or all rights of recovery against any party for losses covered by such policy, and that the insurance in favor of the Lessor and its rights under and interests in said policies shall not be invalidated or reduced by any act or omission or negligence of the Lessee or any other Person having any interest in the Property. The Lessee hereby waives any and all such rights against the Lessor to the extent of payments made under such policies. (c) All If the policies of insurance required by this Article XVI provide for the payment of premiums on other than an annual basis, then (x) such insurance premiums shall be written by reputable insurance companies that are financially sound paid no less frequently than quarterly, and solvent (ii) the Lessee shall maintain with the Lessor as of the Commencement Date and otherwise reasonably appropriate considering at all times thereafter an amount sufficient to pay the next quarterly installment of premiums, which amount and type of insurance being provided by such companies. Any insurance company selected shall be maintained in an escrow account by the Lessee which is rated in Best's Insurance Guide or any successor thereto (or if there be none, an organization having a similar national reputation) shall have a general policyholder rating of "A" and a financial rating of at least "12" or be otherwise acceptable to the Lessor. All insurance policies required by Section 17.2 shall include a standard form mortgagee endorsement in favor of the Lender. (d) The Subject to the terms of the Loan Documents and the Subleases, all proceeds of insurance maintained pursuant to Section 16.2 on account of any ------------ damage to or destruction of any Property or any part thereof shall be paid over to the Lessor or as it may carry separate liability insurance direct; provided that if no Event of Default, or -------- Event of Loss shall have occurred and be continuing and, so long as (i) the Lessee's insurance Lessee is designated as primary and in no event excess or contributory to any insurance diligently repairing the Lessor may have in force which would apply to a loss covered under the Lessee's policy and (ii) each such insurance policy will not cause the Lessee's insurance required under this Article XVII to be subject to a coinsurance exception of any kind. (e) The Lessee shall pay as they become due all premiums for the insurance required by Section 17.1 and Section 17.2, and shall renew or replace each policy prior damage to the expiration date thereof. Throughout Property caused by the Termapplicable Casualty, at all such proceeds will be disbursed to the time each Lessee on a progress- payment basis and otherwise on standard commercial terms to effect the repair of the Lessee's insurance policies is renewed (but in no event less frequently than once each year), Improvements or the Lessee shall deliver to the Lessor certificates of insurance evidencing that all insurance required by this Article XVII is being maintained by the Lessee and is in effectEquipment.

Insurance Coverage. During the Lease Term for the Property the Lessee shall cause the insurance required to be maintained by the Lessee under Section 13.1(a) or 13.1(c), to comply with the provisions of this Section 13.2. All insurance required under Section 13.1 shall be at the sole cost and expense of the Lessee. (a) The On the Acquisition Date the Lessee shall furnish the Lessor and the Indenture Trustee with certificates showing the insurance required under Sections 17.1 and 17.2 Section 13.1 to be in effect and naming the Lessor as additional insured with respect to liability coverage (excluding worker's compensation insurance), and naming the Lessor as loss payee with respect to property coverage and showing the mortgagee endorsement required by Section 17.3(c) with respect to such coverage. All such insurance shall be at the cost and expense of the Lesseeeffect. Such certificates shall include a provision for no less than thirty (30) days' advance written notice by the insurer to the Lessor and the Indenture Trustee in the event of cancellation or reduction of such insurance. (b) The Lessee agrees that the insurance policy or policies required by Section 17.2 13.1(a) (including any maintained in connection with the construction of any Modifications) shall (i) name the Indenture Trustee, the Lessor and each Purchaser as "additional insureds", and (ii) include an appropriate clause pursuant to which such policy shall provide that it will not be invalidated should the Lessee waive, in writing, prior to a loss, any or all rights of recovery against any party for losses covered by such policy, and that the insurance in favor of the Lessor Lessor, the Indenture Trustee and its the Purchasers and their respective rights under and interests in said such policies shall not be invalidated or reduced by any act or omission (including breach of warranty) or negligence of the Lessee or any other Person having any interest in the Property. The Lessee hereby waives any and all such rights against the Lessor Lessor, the Indenture Trustee and the Purchasers to the extent of payments made under such policies. All insurance policies required by Section 13.1(c) shall name the Indenture Trustee as loss payee pursuant to a standard mortgagee loss payee endorsement. (c) All such insurance shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the Lessee companies and which is rated in Best's Insurance Guide or any successor thereto (or if there be none, an organization having a similar national reputation) shall have a general policyholder rating of not less than "AA-: X" and a financial rating of at least "12" by A.M. Best or shall be otherwise reasonably acceptable to the Lessor. All insurance policies required by Section 17.2 shall include a standard form mortgagee endorsement in favor Indenture Trustee (acting at the direction of the LenderRequired Participants). (d) The Lessor may carry separate liability insurance so long as (i) the Lessee's insurance is designated as primary and in no event excess or contributory to any insurance the Lessor may have in force which would apply to a loss covered under the Lessee's policy and (ii) each such insurance policy will not cause the Lessee's insurance required under this Article XVII to be subject to a coinsurance exception of any kind. (e) The Lessee shall pay at its sole cost and expense as they become due all premiums for the insurance required by Section 17.1 and Section 17.2this Article XIII, and shall renew or replace each policy prior to the expiration date thereof. Throughout During the TermLease Term the Lessee shall, at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year), the Lessee shall deliver to the Lessor and the Indenture Trustee certificates of insurance evidencing that all insurance required by this Article XVII XIII is being maintained by the Lessee and is in effect.. Such certificates shall include a provision for no less than thirty (30) days' advance written notice by the insurer to the Indenture Trustee and the Lessor in the event of cancellation or any material reduction of such insurance. ARTICLE XIV

Insurance Coverage. (a) The Lessee shall furnish the Lessor and the Agent with certificates showing the insurance required under Sections 17.1 SECTIONS 13.1 and 17.2 13.2 to be in effect and naming the Lessor as additional insured with respect to liability coverage (excluding worker's compensation insurance), naming the Lessor and the Lessee as their interests may appear with respect to property coverage and naming the Lessor as loss payee with respect to property coverage and showing the mortgagee endorsement required by Section 17.3(cSECTION 13.3(c) with respect to such coverage. All such insurance shall be at the cost and expense of the Lessee. Such certificates shall include a provision for no less than thirty (30) days' advance written notice by the insurer to the Lessor in the event of cancellation or reduction of such insurance. (b) The Lessee agrees that the insurance policy or policies required by Section 17.2 SECTIONS 13.2 shall include an appropriate clause pursuant to which such policy shall provide that it will not be invalidated should the Lessee waive, in writing, prior to a loss, any or all rights of recovery against any party for losses covered by such policy, and that the insurance in favor of the Lessor and its rights under and interests in said policies shall not be invalidated or reduced by any act or omission (including breach of warranty) or negligence of the Lessee or any other Person having any interest in any Property other than the PropertyLessor. The Lessee hereby waives any and all such rights against the Lessor to the extent of payments made under such policies. (c) All such insurance shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the Lessee which is rated in Best's Insurance Guide or any successor thereto (or if there be none, an organization having a similar national reputation) shall have a general policyholder rating of "A" and a financial rating of at least "12VIII" or be otherwise acceptable to the Lessor. All insurance policies required by Section 17.2 SECTION 13.2 shall include a standard form mortgagee endorsement in favor of the LenderLessor. (d) The Lessor may shall not carry separate insurance concurrent in kind or form or contributing in the event of loss with any insurance required under this Article XIII except that the Lessor may, at the Lessor's expense, carry separate liability insurance so long as (i) the Lessee's insurance is designated as primary and in no event excess or contributory to any insurance the Lessor may have in force which would apply to a loss covered under the Lessee's policy and (ii) each such insurance policy will not cause the Lessee's insurance required under this Article XVII XIII to be subject to a coinsurance exception of any kind. (e) The Lessee shall pay as they become due all premiums for the insurance required by Section 17.1 SECTION 13.1 and Section 17.2SECTION 13.2, and shall renew or replace each policy prior to the expiration date thereof. Throughout the Lease Term, at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year), the Lessee shall deliver to the Lessor and the Agent certificates of insurance evidencing that all insurance required by this Article XVII ARTICLE XIII is being maintained by the Lessee and is in effect.

Insurance Coverage. (a) The Lessee shall furnish the Lessor with certificates showing the insurance required under Sections 17.1 and 17.2 to be in ------------- ---- effect and naming the Lessor as additional insured with respect to liability coverage (excluding worker's compensation insurance), and naming the Lessor as loss payee with respect to property coverage and showing the mortgagee endorsement required by Section 17.3(c) with --------------- respect to such coverage. All such insurance shall be at the cost and expense of the Lessee. Such certificates shall include a provision for no less than thirty (30) days' advance written notice by the insurer to the Lessor in the event of cancellation or reduction of such insurance. (b) The Lessee agrees that the insurance policy or policies required by Section 17.2 shall include an appropriate clause pursuant to ------------ which such policy shall provide that it will not be invalidated should the Lessee waive, in writing, prior to a loss, any or all rights of recovery against any party for losses covered by such policy, and that the insurance in favor of the Lessor and its rights under and interests in said policies shall not be invalidated or reduced by any act or omission or negligence of the Lessee or any other Person having any interest in the Property. The Lessee hereby waives any and all such rights against the Lessor to the extent of payments made under such policies. (c) All such insurance shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the Lessee which is rated in Best's Insurance Guide or any successor thereto (or if there be none, an organization having a similar national reputation) shall have a general policyholder rating of "A" and a financial rating of at least "12" or be otherwise acceptable to the Lessor. All insurance policies required by Section 17.2 shall include a ------------ standard form mortgagee endorsement in favor of the Lender. (d) The Lessor may carry separate liability insurance so long as (i) the Lessee's insurance is designated as primary and in no event excess or contributory to any insurance the Lessor may have in force which would apply to a loss covered under the Lessee's policy and (ii) each such insurance policy will not cause the Lessee's insurance required under this Article XVII to be subject to a coinsurance ------------ exception of any kind. (e) The Lessee shall pay as they become due all premiums for the insurance required by Section 17.1 and Section 17.2, and shall renew or ------------ ------------ replace each policy prior to the expiration date thereof. Throughout the Term, at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year), the Lessee shall deliver to the Lessor certificates of insurance evidencing that all insurance required by this Article XVII is being maintained by the ------------ Lessee and is in effect.

Insurance Coverage. For so long as any Hotel Loan is outstanding, Borrowers shall continuously maintain insurance in accordance with the following provisions: (a) The Lessee At their own cost, Borrowers shall furnish obtain and maintain at all times during the Lessor term of the Loan the Policies required by Lender pursuant to Exhibit C attached hereto. Borrowers shall provide Lender with certificates showing the evidence of all such insurance required under Sections 17.1 and 17.2 to be in effect and naming the Lessor as additional insured with respect to liability coverage (excluding worker's compensation insurance), and naming the Lessor as loss payee with respect to property coverage and showing the mortgagee endorsement required by Section 17.3(c) with respect to such coverage. All such insurance shall be at the cost and expense of the Lessee. Such certificates shall include a provision for no less than thirty (30) days' advance written notice by the insurer to the Lessor in the event of cancellation or reduction of such insurancehereunder. (b) The Lessee agrees Policies to be obtained and maintained by Borrowers under the provisions of this Agreement shall be issued by responsible insurance carriers with an A.M. Best’s rating of no less than A/VII, licensed to do business in the State of where each Hotel Property is located, who are acceptable to Lender and shall be in such form and with such endorsements, waivers and deductibles (in no event to exceed $25,000.00 per occurrence) as Lender shall designate or approve. Without limitation on the foregoing: (i) All Policies shall name the applicable Hotel Borrower as the insured. The Policies shall each list Lender as mortgagee, lender loss payable and as an additional insured (under a standard non-contributing mortgagee protection clause, in form reasonably satisfactory to Lender, attached to such Policy or Policies whenever applicable, and providing, among other matters, that all Insurance Proceeds (as hereinafter defined) shall be paid to Lender). The liability insurance Policies shall list Lender as an additional insured. (ii) All Policies shall contain: (1) the agreement of the insurer to give Lender at least thirty (30) days’ written notice prior to cancellation or expiration of or change in such Policies, or any of them; (2) a waiver of subrogation rights against Lender and, if available such Hotel Borrower; (3) an agreement that such Policies are primary and non-contributing with any insurance that may be carried by Lender; (4) a statement that the insurance policy or policies required by Section 17.2 shall include an appropriate clause pursuant to which such policy shall provide that it will not be invalidated should the Lessee any insured waive, in writing, prior to a loss, any or all rights right of recovery against any party for losses covered by loss accruing to the property described in the Policy; and (5) if obtainable, a provision that no act or omission of such policyHotel Borrower shall affect or limit the obligation of the insurance carrier to pay the amount of any loss sustained. As of the date hereof, and that the subject to any changes in such requirements which Lender may, in its discretion, make from time to time pursuant to its rights under this Section 10.1, each Policy of property insurance hereunder shall contain a lender’s loss payable endorsement, lender clause, or other non-contributory mortgagee clause of similar form and substance acceptable to Lender in favor of the Lessor and its rights under and interests in said policies shall not be invalidated or reduced by any act or omission or negligence of the Lessee or any other Person having any interest in the Property. The Lessee hereby waives any and all such rights against the Lessor to the extent of payments made under such policiesLender as a mortgagee. (c) All Concurrently with each advance of the proceeds of a Hotel Loan, the applicable Hotel Borrower shall deliver to Lender original Policies or certificates with premiums for the Policies (“Premiums”) prepaid evidencing the insurance required hereunder. Borrowers shall procure and pay for renewals of such insurance shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the Lessee which is rated in Best's Insurance Guide or any successor thereto (or if there be noneshall cause the procurement and payment) from time to time before the expiration thereof, an organization having a similar national reputation) and Borrowers shall have a general policyholder rating of "A" and a financial rating of deliver to Lender such original renewal Policies or certificates with Premiums prepaid at least "12" or be otherwise acceptable to thirty (30) days before the Lessor. All insurance policies required by Section 17.2 shall include a standard form mortgagee endorsement in favor expiration of the Lenderany existing Policy. (d) The Lessor Hotel Borrowers may carry additional, separate liability insurance so long as concurrent in kind or form or contributing upon loss, with any required insurance Policies, but only if the additional, separate insurance: (i) does not violate any required insurance, or entitle the Lessee's insurance is designated as carrier to assert any defense or disclaim any primary and in no event excess or contributory to coverage under any insurance the Lessor may have in force which would apply to a loss covered under the Lessee's policy and required insurance; (ii) each such insurance policy will not cause the Lessee's insurance required under mutually benefits Hotel Borrowers and Lender; and (iii) otherwise complies with this Article XVII to be subject to a coinsurance exception of any kindAgreement. (e) The Lessee shall pay as they become due all premiums Each Borrower, for itself, and on behalf of its insurers, hereby releases and waives any right to recover against Lender on any liability for: damages for injury to or death of persons; any loss or damage to property, including the property of any occupant of a Hotel Property; any loss or damage to buildings or other improvements comprising a Hotel Property; any other direct or indirect loss or damage caused by fire or other risks, which loss or damage is or would be covered by the insurance required to be carried hereunder by Section 17.1 and Section 17.2Borrowers, and shall renew or replace each policy prior is otherwise insured; or claims arising by reason of any of the foregoing, except to the expiration date extent caused solely by the gross negligence or willful misconduct of Lender. (f) Lender shall not, by reason of accepting, rejecting, obtaining or failing to obtain insurance, incur any liability for (i) the existence, non-existence, form, amount or legal sufficiency thereof, (ii) the solvency or insolvency of any insurer, or (iii) the payment of losses. Throughout the Term, All insurance required hereunder or carried by Borrowers shall be procured at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year), the Lessee Borrowers’ sole cost and expense. Borrowers shall deliver to Lender receipts satisfactory to Lender evidencing full prepayment of the Lessor certificates Premiums therefor (for the periods and payments so covered by such payments). In the event of foreclosure on, or other transfer of title in lieu of foreclosure of, a Hotel Property, all of such Borrower’s interest in and to any and all Policies in force shall pass to Lender, or the transferee or purchaser as the case may be, and Lender is hereby irrevocably authorized to assign in such Borrower’s name to such purchaser or transferee all such Policies, which may be amended or rewritten to show the interest of such purchaser or transferee. (g) Lender reserves the right to require additional insurance evidencing that all Policies not specifically addressed in this Agreement during the term of the Loan. (h) The Policies set forth on Exhibit C shall be standard ISO coverage forms. Manuscripted coverage forms may be deemed acceptable following satisfactory review by Lender’s insurance required by this Article XVII is being maintained advisors. (i) Approval by the Lessee and is in effectLender of any Policies shall not be deemed a representation by the Lender as to the adequacy of coverage of such Policies or the solvency of the insurer.

Insurance Coverage. NOTE: The following insurance requirements are intended to provide insurance coverage under this Agreement and each of the other service agreements being entered into between the parties hereto and their Affiliates as of the date hereof. Accordingly, to the extent any such other agreements (aor other Exhibits to this Agreement) The Lessee shall furnish the Lessor with certificates showing require insurance coverage thereunder that is duplicative of the insurance coverage provided for below, such insurance coverage need not be duplicated under such other agreements. Property Insurance, Including Extra Expense and Business Interruption: Company at all times and at its own cost and expense shall insure WMI’s property as defined and required in this Agreement under Sections 17.1 so-called “all risk” policies of insurance, including but not limited to coverage for extended perils, earthquake, windstorm, flood, and 17.2 collapse; open cargo, war risk cargo and terrorism. Company shall purchase an insurance policy that indemnifies WMI for non-physical damage to source material, if available on a commercially reasonable basis and is warranted by the risk profile of the Company. WMI’s property shall consist of and not be in effect limited to source material, finished goods and naming inventory, returned stock, master recordings, digital files, DVDs, CDs and all printing and packaging material. Either dedicated policies or portfolio (blanket) coverage forms may provide the Lessor as additional insured “all risk” property insurance, providing that the per occurrence limit of insurance available with respect to liability coverage (excluding worker's compensation insurance)the WMI property at any Company location for property damage, business interruption; and extra expense shall not be less than ** per occurrence; and Terrorism for WMI Manufacturing Alsdorf shall be no less than ** per occurrence. Further, the limits of insurance applicable to the extended perils and the perils of earthquake, flood and terrorism shall be an annual aggregate. The deductible on said policies shall be the sole responsibility of Company and be of no greater amount than is commercially reasonable for a company of its financial standing. These policies shall be primary to any policy maintained by or on behalf of WMI. WMI may, at any time, review the amount of insurance required hereunder, and naming may, from time to time, but in no event more than annually, require a lower or higher amount depending on the Lessor as best available estimate of the aggregate exposure to loss payee arising from damage to WMI’s property under this Agreement. The open cargo and war risk cargo insurance policies shall provide per shipment limits of indemnity of no less than ** and contain a warehouse coverage endorsement. In the event that the ** limit of insurance is not adequate to fully insure any given shipment under this Agreement, Company shall purchase additional insurance to cover the full replacement cost of the shipment. The deductible on these policies shall be no greater than what is commercially reasonable for an enterprise with Company’s financial standing. The deductible shall be the responsibility of Company and this coverage shall be primary to any coverage maintained by WMI. All policies shall provide for a reimbursement value with respect to WMI’s property coverage at replacement cost for new property of like kind and showing quality, with no deduction for depreciation, and shall include WMI, its partners, officers, employees, and Affiliates as loss payees under the mortgagee endorsement required policies as their interest may appear, and shall provide that no act or omission on the part of Company as the title insured shall prejudice a direct claim by Section 17.3(c) with respect to such coveragethe additional insured. All such insurance shall be at the cost and expense of the Lessee. Such certificates property policies shall include a provision for no less than thirty (30) days' advance written notice by the waiver of subrogation in favor of WMI. Further, Company agrees to secure terms with its insurer to the Lessor that in the event that Company fails to pay premium resulting in a cancellation of cancellation coverage that WMI will be given the opportunity to maintain coverage for its insured property under the policy; and Company will reimburse WMI ** of notice for the expense incurred. Public Liability Insurance: Company shall also be required to obtain and maintain comprehensive general liability insurance and a follow-form “umbrella liability” policy, providing insurance against claims for bodily injury, including death, property damage, personal and advertising injury, blanket contractual liability, broad form property damage liability, explosion, collapse and underground hazard, and products and completed operations, for such claims occurring or reduction alleged to have occurred in the course of such insurance. (b) The Lessee agrees that the insurance policy any operations or policies required activities contemplated by Section 17.2 shall include an appropriate clause pursuant to which such policy shall provide that it will not be invalidated should the Lessee waivethis Agreement, in writingsuch amounts as from time to time are carried by prudent owners of comparable operations, prior to a loss, any or all rights of recovery against any party for losses covered by such policy, and that the insurance in favor of the Lessor and its rights under and interests in said policies shall not be invalidated or reduced by any act or omission or negligence of the Lessee or any other Person having any interest in the Property. The Lessee hereby waives any and all such rights against the Lessor to the extent of payments made under such policies. (c) All such insurance shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the Lessee which is rated in Best's Insurance Guide or any successor thereto (or if there be none, an organization having a similar national reputation) shall have a general policyholder rating of "A" and a financial rating of at least "12" or be otherwise acceptable to the Lessor. All insurance policies required by Section 17.2 shall include a standard form mortgagee endorsement in favor of the Lender. (d) The Lessor may carry separate liability insurance so long as (i) the Lessee's insurance is designated as primary and in no event excess or contributory to any insurance the Lessor may have in force which would apply to a loss covered under the Lessee's policy and (ii) each such insurance policy will not cause the Lessee's insurance required under this Article XVII to be subject to a coinsurance exception of any kind. (e) The Lessee shall pay as they become due all premiums for the insurance required by Section 17.1 and Section 17.2, and shall renew or replace each policy prior to the expiration date thereof. Throughout the Term, at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year)**, and covering as additional insureds all the Lessee shall deliver WMI individuals and entities for which and to the Lessor certificates of insurance evidencing that all insurance required by extent it is responsible under this Article XVII is being maintained by the Lessee and is in effectAgreement.

Insurance Coverage. (a) The Lessee shall furnish the Lessor and Lender with certificates showing the insurance required under Sections 17.1 and 17.2 to be in effect and naming the Lessor, Lender and, if required under the Ground Lease, the Ground Lessor as additional insured with respect to liability coverage (excluding worker's compensation insurance), and naming the Lessor Lender as loss payee with respect to property coverage and showing the mortgagee endorsement required by Section 17.3(c) with respect to such coverage. All such insurance shall be at the cost and expense of the Lessee. Such certificates shall include a provision for no less than thirty (30) days' advance written notice by the insurer to the Lessor and Lender in the event of cancellation or reduction of such insurance. (b) The Lessee agrees that the insurance policy or policies required by Section 17.2 shall include an appropriate clause pursuant to which such policy shall provide that it will not be invalidated should the Lessee waive, in writing, prior to a loss, any or all rights of recovery against any party for losses covered by such policy, and that the insurance in favor of the Lessor and Lender and its rights under and interests in said policies shall not be invalidated or reduced by any act or omission or negligence of the Lessee or any other Person having any interest in the Property. The Lessee hereby waives any and all such rights against the Lessor and Lender to the extent of payments made under such policies. (c) All such insurance shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the Lessee which is rated in Best's Insurance Guide or any successor thereto (or if there be none, an organization having a similar national reputation) shall have a general policyholder rating of "A:VII" and a financial rating of at least "12" or better or be otherwise acceptable to the Lessor. All insurance policies required by Section 17.2 shall include a standard form mortgagee endorsement in favor of the Lender. (d) The Lessor may carry separate liability insurance so long as (i) the Lessee's insurance is designated as primary and in no event excess or contributory to any insurance the Lessor may have in force which would apply to a loss covered under the Lessee's policy and (ii) each such insurance policy will not cause the Lessee's insurance required under this Article XVII to be subject to a coinsurance exception of any kind. (e) The Lessee shall pay as they become due all premiums for the insurance required by Section 17.1 and Section 17.2, and shall renew or replace each policy prior to the expiration date thereof. Throughout the Term, at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year), the Lessee shall deliver to the Lessor certificates of insurance evidencing that all insurance required by this Article XVII is being maintained by the Lessee and is in effect.

Insurance Coverage. From and after the Closing, the Company and the Company Subsidiaries shall cease to be insured by Seller’s insurance policies or by any of its self-insurance programs and Seller shall retain all rights to control such insurance policies and self-insurance programs, including the right to exhaust, settle, release, commute, buy back or otherwise resolve disputes with respect to any of its insurance policies and self-insurance programs. The parties acknowledge that the Company and the Company Subsidiaries and the Business may be entitled to the benefit of coverage under the insurance policies made available through Seller as described on Section 8.13 of the Seller Disclosure Schedule to the extent such policies are in existence at the Closing (the “Retained Policies”), in each case with respect to acts, facts, circumstances or omissions occurring prior to the Closing (“Pre-Closing Occurrences”). For a period of twenty (20) months after the Closing, Buyer may report to Seller any and all Pre-Closing Occurrences arising in connection with the Company and the Company Subsidiaries or the Business to the applicable insurance providers to the extent permitted under the Retained Policies (“Retained Policy Claims”). Seller shall consider in good faith such Retained Policy Claims, and if in the good faith judgment of Seller the submission of such Retained Policy Claims would not be harmful to Seller or its subsidiaries or their businesses, Seller shall submit such Retained Policy Claims to the insurer; provided that, (a) The Lessee Buyer shall furnish be fully liable for all uninsured or self-insured amounts in respect of any Retained Policy Claims, and (b) Buyer agrees to reimburse Seller promptly upon request for all out-of-pocket costs or expenses incurred by Seller or any Affiliate of Seller in connection with making or pursuing any claim pursuant to this Section 8.13, including the Lessor with certificates showing costs of filing a claim and any deductibles, premium increases or other amounts that are or become payable by such other party or any Affiliate of such other party under the applicable insurance required under Sections 17.1 policies or self-insurance programs as a result of claims made pursuant to this Section 8.13 (such costs and 17.2 expenses referred to be in effect and naming the Lessor as additional insured this clause (b), “Recovery Costs”). With respect to Pre-Closing Occurrences, Seller (with respect to liability coverage (excluding worker's compensation insurance)the Retained Policies) shall be under no obligation to continue to maintain such Retained Policies if Seller determines in good faith that the interests of Seller, its subsidiaries and its businesses would be better served by not continuing such policies. Notwithstanding anything in this Section 8.13 to the contrary, this Section 8.13 shall be subject in all respects to the terms of Seller’s insurance policies, and naming to the Lessor as loss payee with respect extent such insurance policies do not permit any of the matters described in this Section 8.13, then Seller shall be under no obligation to property coverage and showing the mortgagee endorsement required by Section 17.3(c) Buyer with respect to such coverage. All such insurance shall be at the cost and expense of the Lessee. Such certificates shall include a provision for no less than thirty (30) days' advance written notice by the insurer to the Lessor in the event of cancellation or reduction of such insurancematters. (b) The Lessee agrees that the insurance policy or policies required by Section 17.2 shall include an appropriate clause pursuant to which such policy shall provide that it will not be invalidated should the Lessee waive, in writing, prior to a loss, any or all rights of recovery against any party for losses covered by such policy, and that the insurance in favor of the Lessor and its rights under and interests in said policies shall not be invalidated or reduced by any act or omission or negligence of the Lessee or any other Person having any interest in the Property. The Lessee hereby waives any and all such rights against the Lessor to the extent of payments made under such policies. (c) All such insurance shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the Lessee which is rated in Best's Insurance Guide or any successor thereto (or if there be none, an organization having a similar national reputation) shall have a general policyholder rating of "A" and a financial rating of at least "12" or be otherwise acceptable to the Lessor. All insurance policies required by Section 17.2 shall include a standard form mortgagee endorsement in favor of the Lender. (d) The Lessor may carry separate liability insurance so long as (i) the Lessee's insurance is designated as primary and in no event excess or contributory to any insurance the Lessor may have in force which would apply to a loss covered under the Lessee's policy and (ii) each such insurance policy will not cause the Lessee's insurance required under this Article XVII to be subject to a coinsurance exception of any kind. (e) The Lessee shall pay as they become due all premiums for the insurance required by Section 17.1 and Section 17.2, and shall renew or replace each policy prior to the expiration date thereof. Throughout the Term, at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year), the Lessee shall deliver to the Lessor certificates of insurance evidencing that all insurance required by this Article XVII is being maintained by the Lessee and is in effect.

Insurance Coverage. (a) The Upon request the Lessee shall furnish the Lessor and the Collateral Agent with certificates showing the insurance required under Sections 17.1 and 17.2 to be in effect and naming the Lessor Lessor, the Receivable Purchaser, the Conduits and the Liquidity Providers as additional insured insureds with respect to liability coverage (excluding worker's compensation insurance), and naming the Lessor Collateral Agent as loss payee with respect to property coverage and showing the mortgagee endorsement required by Section 17.3(c) with respect to such coverage. All such insurance shall be at the sole cost and expense of the LesseeLessee and shall be maintained with respect to each Leased Asset from the Acquisition Date thereof through the Expiration Date therefor. Such certificates shall include a provision for no less than thirty ten (3010) days' advance written notice by the insurer to the Lessor in the event of cancellation or reduction of such insurance. In addition, the Lessee shall cause the Lessor, the Receivable Purchaser, the Conduits and the Liquidity Providers to be named as additional insureds under the liability policies maintained with respect to the Construction for each Property. (b) The Lessee agrees that the insurance policy or policies required by Section 17.2 Sections 17.1 and 17.2, shall include an appropriate clause pursuant to which such policy shall provide that it will not be invalidated should the Lessee waive, in writing, prior to a loss, any or all rights of recovery against any party for losses covered by such policy, and that the insurance in favor of the Lessor and its the other additional insureds and their rights under and interests in said policies shall not be invalidated or reduced by any act or omission or negligence of the Lessee or any other Person having any interest in the Propertyany Leased Asset. The Lessee and the Lessor each hereby waives any and all such rights against the Lessor other for loss or damage to or loss of use of its property to the extent of payments made under its property insurance so long as such policieswaiver shall not affect its rights to recover under such insurance. (c) All Except as otherwise permitted by clause (d), all such insurance shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the Lessee which is rated in Best's Insurance Guide or any successor thereto (or if there be none, an organization having a similar national reputation) shall have a general policyholder rating of "A" and a financial rating of at least "12VIII" or be otherwise acceptable to the Lessor. All insurance policies required by Section 17.2 shall include a standard form mortgagee endorsement in favor of the LenderLessor. (d) The Lessor shall not carry separate insurance concurrent in kind or form or contributing in the event of loss with any insurance required under this Article XVII except that the Lessor may carry separate liability insurance so long as (i) the Lessee's insurance is designated as primary and in no event excess or contributory to any insurance the Lessor may have in force which would apply to a loss covered under the Lessee's policy and (ii) each such insurance policy will not cause the Lessee's insurance required under this Article XVII to be subject to a coinsurance exception of any kind. Each policy maintained by the Lessee shall specifically provide that the policy shall be considered primary insurance which shall apply to any loss or claim before any contribution by any insurance which the Lessor may have in force. (e) The Lessee shall pay as they become due all premiums for the insurance required by Section 17.1 and Section 17.2, and shall renew or replace each policy prior to the expiration date thereof. Throughout the TermBase Term for any Leased Asset, at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year), the Lessee shall deliver to the Lessor and the Collateral Agent certificates of insurance evidencing that all insurance required by this Article XVII with respect to such Leased Asset is being maintained by the Lessee and is in effect. (f) All insurance proceeds in respect of any property damage loss or occurrence for which the proceeds related thereto are (i) less than or equal to the Threshold Amount, in the absence of the occurrence and continuance of a Default or Event of Default, shall be adjusted by and paid to the Lessee for application toward the reconstruction, repair or refurbishment of the applicable Leased Asset and (ii) greater than the Threshold Amount, shall be adjusted jointly by the Lessee, the Lessor and the Collateral Agent (unless a Default or Event of Default has occurred and is continuing, in which case such proceeds shall be adjusted solely by the Collateral Agent) and held by the Collateral Agent for application in accordance with Article XVIII hereof.

Insurance Coverage. For so long as the Obligations are outstanding, Borrower shall continuously maintain insurance in accordance with the following provisions: (a) The Lessee At its own cost, Borrower shall furnish obtain and maintain at all times during the Lessor term of the Loan the Policies required by Administrative Agent pursuant to Exhibit C attached hereto. Borrower shall provide Administrative Agent with certificates showing the evidence of all such insurance required under Sections 17.1 and 17.2 to be in effect and naming the Lessor as additional insured with respect to liability coverage (excluding worker's compensation insurance), and naming the Lessor as loss payee with respect to property coverage and showing the mortgagee endorsement required by Section 17.3(c) with respect to such coverage. All such insurance shall be at the cost and expense of the Lessee. Such certificates shall include a provision for no less than thirty (30) days' advance written notice by the insurer to the Lessor in the event of cancellation or reduction of such insurancehereunder. (b) The Lessee agrees Policies to be obtained and maintained by Borrower under the provisions of this Agreement shall be issued by responsible insurance carriers with an A.M. Best’s rating of no less than A/VII, licensed to do business in each state in which the Property is located, who are acceptable to Administrative Agent and shall be in such form and with such endorsements, waivers and deductibles (in no event to exceed $25,000.00 per occurrence) as Administrative Agent shall designate or approve. Without limitation on the foregoing: (i) All Policies shall name Borrower as the insured. The Policies shall each list Administrative Agent as mortgagee, lender loss payable and as an additional insured (under a standard non-contributing mortgagee protection clause, in form reasonably satisfactory to Administrative Agent, attached to such Policy or Policies whenever applicable, and providing, among other matters, that all Insurance Proceeds (as hereinafter defined) shall be paid to Administrative Agent). The liability insurance Policies shall list Administrative Agent as an additional insured. (ii) All Policies shall contain: (1) the agreement of the insurer to give Administrative Agent at least thirty (30) days’ written notice prior to cancellation or expiration of or change in such Policies, or any of them; (2) a waiver of subrogation rights against Administrative Agent and, if available Borrower; (3) an agreement that such Policies are primary and non-contributing with any insurance that may be carried by Administrative Agent; (4) a statement that the insurance policy or policies required by Section 17.2 shall include an appropriate clause pursuant to which such policy shall provide that it will not be invalidated should the Lessee any insured waive, in writing, prior to a loss, any or all rights right of recovery against any party for losses covered by such policyloss accruing to the property described in the Policy; and (5) if obtainable, a provision that no act or omission of Borrower shall affect or limit the obligation of the insurance carrier to pay the amount of any loss sustained. As of the date hereof, and that the subject to any changes in such requirements which Administrative Agent may, in its discretion, make from time to time pursuant to its rights under this Section 9.1, each Policy of property insurance hereunder shall contain a lender’s loss payable endorsement, lender clause, or other non-contributory mortgagee clause of similar form and substance acceptable to Administrative Agent in favor of the Lessor and its rights under and interests in said policies shall not be invalidated or reduced by any act or omission or negligence of the Lessee or any other Person having any interest in the Property. The Lessee hereby waives any and all such rights against the Lessor to the extent of payments made under such policiesAdministrative Agent as a mortgagee. (c) All Concurrently herewith, Borrower shall deliver to Administrative Agent original Policies or certificates with premiums for the Policies (“Premiums”) prepaid evidencing the insurance required hereunder. Borrower shall procure and pay for renewals of such insurance shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the Lessee which is rated in Best's Insurance Guide or any successor thereto (or if there be noneshall cause the procurement and payment) from time to time before the expiration thereof, an organization having a similar national reputation) and Borrower shall have a general policyholder rating of "A" and a financial rating of deliver to Administrative Agent such original renewal Policies or certificates with Premiums prepaid at least "12" or be otherwise acceptable to thirty (30) days before the Lessor. All insurance policies required by Section 17.2 shall include a standard form mortgagee endorsement in favor expiration of the Lenderany existing Policy. (d) The Lessor Borrower may carry additional, separate liability insurance so long as concurrent in kind or form or contributing upon loss, with any required insurance Policies, but only if the additional, separate insurance: (i) does not violate any required insurance, or entitle the Lessee's insurance is designated as carrier to assert any defense or disclaim any primary and in no event excess or contributory to coverage under any insurance the Lessor may have in force which would apply to a loss covered under the Lessee's policy and required insurance; (ii) each such insurance policy will not cause the Lessee's insurance required under mutually benefits Borrower and Administrative Agent; and (iii) otherwise complies with this Article XVII to be subject to a coinsurance exception of any kindAgreement. (e) The Lessee shall pay as they become due all premiums Borrower, for itself, and on behalf of its insurers, hereby releases and waives any right to recover against Administrative Agent or any of the Banks on any liability for: damages for injury to or death of persons; any loss or damage to property, including the property of any occupant of the Property; any loss or damage to buildings or other improvements comprising the Property; any other direct or indirect loss or damage caused by fire or other risks, which loss or damage is or would be covered by the insurance required to be carried hereunder by Section 17.1 and Section 17.2Borrower, and shall renew or replace each policy prior is otherwise insured; or claims arising by reason of any of the foregoing, except to the expiration date extent caused solely by the gross negligence or willful misconduct of Administrative Agent. (f) Administrative Agent shall not, by reason of accepting, rejecting, obtaining or failing to obtain insurance, incur any liability for (i) the existence, non-existence, form, amount or legal sufficiency thereof, (ii) the solvency or insolvency of any insurer, or (iii) the payment of losses. Throughout the Term, All insurance required hereunder or carried by Borrower shall be procured at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year), the Lessee Borrower’s sole cost and expense. Borrower shall deliver to Administrative Agent receipts satisfactory to Administrative Agent evidencing full prepayment of the Lessor certificates Premiums therefor (for the periods and payments so covered by such payments). In the event of foreclosure on, or other transfer of title in lieu of foreclosure of, the Property, all of Borrower’s interest in and to any and all Policies in force shall pass to Administrative Agent, or the transferee or purchaser as the case may be, and Administrative Agent is hereby irrevocably authorized to assign in Borrower’s name to such purchaser or transferee all such Policies, which may be amended or rewritten to show the interest of such purchaser or transferee. (g) BORROWER IS HEREBY NOTIFIED PURSUANT TO THE ILLINOIS COLLATERAL PROTECTION ACT (815 ILCS 180/1 ET. SEQ.) THAT UNLESS BORROWER PROVIDES ADMINISTRATIVE AGENT WITH EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY THIS AGREEMENT, ADMINISTRATIVE AGENT MAY PURCHASE THE REQUIRED INSURANCE AT BORROWER’S EXPENSE TO PROTECT ADMINISTRATIVE AGENT’S INTEREST IN THE PROPERTY. THIS INSURANCE MAY, BUT NEED NOT, PROTECT BORROWER’S INTERESTS. THE COVERAGE THAT ADMINISTRATIVE AGENT PURCHASES MAY NOT PAY ANY CLAIM THAT BORROWER MAKES OR ANY CLAIM THAT IS MADE AGAINST BORROWER IN CONNECTION WITH THE PROPERTY. BORROWER MAY LATER CANCEL ANY INSURANCE PURCHASED BY ADMINISTRATIVE AGENT, BUT ONLY AFTER PROVIDING ADMINISTRATIVE AGENT WITH EVIDENCE THAT BORROWER HAS OBTAINED INSURANCE AS REQUIRED BY THIS AGREEMENT. IF ADMINISTRATIVE AGENT PURCHASES INSURANCE FOR THE PROPERTY, BORROWER WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING INTEREST ON THE AMOUNT SO PAID BY ADMINISTRATIVE AGENT AT THE DEFAULT RATE UNTIL PAID TO ADMINISTRATIVE AGENT AND ANY OTHER CHARGES ADMINISTRATIVE AGENT MAY IMPOSE IN CONNECTION WITH THE PLACEMENT OF THE INSURANCE UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR THE EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE SHALL BE ADDED TO BORROWER’S TOTAL OUTSTANDING BALANCE OR OBLIGATION AND SHALL CONSTITUTE ADDITIONAL OBLIGATIONS. THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF INSURANCE BORROWER MAY BE ABLE TO OBTAIN ON ITS OWN. (h) Administrative Agent reserves the right to reasonably require additional insurance evidencing that all Policies not specifically addressed in this Agreement during the term of the Loan. (i) The Policies set forth on Exhibit C shall be standard ISO coverage forms. Manuscripted coverage forms may be deemed acceptable following satisfactory review by Administrative Agent’s insurance required advisors. (j) Approval by this Article XVII is being maintained Administrative Agent of any Policies shall not be deemed a representation by Administrative Agent as to the Lessee and is in effectadequacy of coverage of such Policies or the solvency of the insurer.

Insurance Coverage. (a) The Lessee shall furnish the Lessor with certificates showing the insurance required under Sections 17.1 and 17.2 to be in effect shall name the Lessor, the Agent, the Collateral Agent and naming the Lessor Lenders as additional insured insureds with respect to liability coverage (excluding worker's compensation insurance), ) and naming name the Lessor Collateral Agent as loss payee with respect to property coverage and showing the mortgagee endorsement required by Section 17.3(c) with respect to such coverage. All such insurance and any deductibles payable under such insurance shall be at the sole cost and expense of Lessee and shall be maintained with respect to each Leased Asset from the LesseeBase Date thereof through the Expiration Date therefor. Such certificates The insurance required under Sections 17.1 and 17.2 shall include a provision for no less than thirty (30) days' advance written notice (or ten (10) days' notice for non-payment of premium) by the insurer to the Lessor and the Collateral Agent in the event of cancellation or reduction of such insurance. All insurance provided to the Lessor and additional insureds shall be considered primary and not excess or contributing with any insurance or self-insurance maintained by the Lessor or additional insureds. (b) The Lessee agrees that the insurance policy or policies required by Section 17.2 Sections 17.1 and 17.2, shall include an appropriate clause pursuant to which such policy shall provide that it the rights of the Lessor will not be invalidated should the Lessee waive, in writing, prior to a loss, any or all rights of recovery against any party for losses covered by such policy, . The insurance required to be maintained by the Lessee under Sections 17.1 and 17.2 shall include a clause which provides that the insurance in favor of the Lessor and its rights under and interests in said policies it shall not be invalidated or reduced by any act or omission or negligence of the Lessee or any other Person having any interest in the Propertyany Leased Asset. The Lessee and the Lessor each hereby waives any and all such rights against the Lessor other for loss or damage to or loss of use of its property to the extent of payments made under its property insurance so long as such policieswaiver shall not affect its rights to recover under such insurance. (c) All Except as otherwise permitted by clause (d), all such insurance required to be maintained hereunder shall be written by reputable insurance companies that licensed to write and issue insurance coverage in the jurisdiction where the Leased Assets are financially sound and solvent located and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the Lessee which is rated in Best's Insurance Guide or any successor thereto (or if there be none, an organization having a similar national reputation) shall have a general policyholder rating of "A" and a financial rating of at least "12" or be otherwise acceptable to the Lessor. All insurance policies required by Section 17.2 shall include a standard multi-insured clause in form mortgagee endorsement in favor and substance satisfactory to the Lessor. Without limiting the generality of the Lenderforegoing, each insurance company writing the insurance coverages required hereunder shall have a general policyholder rating of "A" or better and a financial rating of "VIII" or better as published in the current A.M. Best Insurance Rating Guide; provided that if any such insurance company's general policyholder rating shall be downgraded below "A" by A.M. Best and, at the time of such downgrade, due to industry-wide changes in the insurance market, it is not commercially practicable, in the Lessor's reasonable judgment, for the Lessee to obtain insurance coverages from an insurance company with an "A" rating, then (i) the Lessor and the Lessee shall negotiate in good faith to determine a new rating or other standard to be used in this provision that is acceptable to the Lessor and the Lessee, so long as the Majority Lenders consent thereto and (ii) during such negotiations, the Lessee shall not be required to obtain insurance coverages from an insurance company with an "A" rating; provided, further that the Lessee shall not be permitted to obtain or maintain insurance coverages from an insurance company with a rating that is lower than "A-" by A.M. Best. (d) The Lessor shall not carry separate insurance concurrent in kind or form or contributing in the event of loss with respect to a Leased Asset with any insurance required under this Article XVII except that the Lessor may carry separate liability insurance so long as (i) the Lessee's insurance is designated as primary and in no event excess or contributory to any insurance the Lessor may have in force which would apply to a loss covered under the Lessee's policy and (ii) each such insurance policy will not cause the Lessee's insurance required under this Article XVII to be subject to a coinsurance exception of any kind. (e) The . Each policy maintained by Lessee shall pay as they become due all premiums for the insurance required by Section 17.1 and Section 17.2, and shall renew or replace each policy prior to the expiration date thereof. Throughout the Term, at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year), the Lessee shall deliver to the Lessor certificates of insurance evidencing that all insurance required by under this Article XVII is being maintained shall specifically provide that the policy shall be considered primary insurance which shall apply to any loss or claim before any contribution by any insurance which the Lessee and is Lessor may have in effectforce.

Insurance Coverage. (a) The Lessee shall furnish the Lessor Lessor, the Certificate Purchaser and the Lenders with certificates showing the insurance required under Sections 17.1 13.1 and 17.2 13.2 to be in effect and naming the Lessor Lessor, Trust Company, the Certificate Purchaser and the Lenders as additional insured insureds with respect to liability coverage (excluding worker's compensation insurance), naming the Lenders, the Lessor, the Certificate Purchaser and the Lessee as their interests may appear with respect to casualty coverage and naming the Lessor Lenders as loss payee with respect to property casualty coverage and showing the mortgagee endorsement required by Section 17.3(c13.3(c) with respect to such coverage. All such insurance shall be maintained at the cost and expense of the Lessee, except that during the Interim Term such insurance shall be maintained at the cost and expense of the Lessor. Such certificates shall include a provision for no less than thirty (30) days' advance written notice by the insurer to the Lessor and the Lenders in the event of cancellation or reduction of such insurance. In addition, the Lessee shall cause the Lessor, the Trust Company, the Certificate Purchaser and the Lenders as additional insureds under all liability policies maintained with respect to the Construction. (b) The Lessee agrees that the insurance policy or policies required by Section 17.2 13.2, shall include an appropriate clause pursuant to which such policy shall provide that it will not be invalidated should the Lessee waive, in writing, prior to a loss, any or all rights of recovery against any party for losses covered by such policy, and that the insurance in favor of the Lessor Lessor, Trust Company, the Certificate Purchaser and its the Lenders and their respective rights under and interests in said policies shall not be invalidated or reduced by any act or omission or negligence of the Lessee or any other Person having any interest in the Property. The Lessee hereby waives any and all such rights against the Lessor Lessor, Trust Company, the Certificate Purchaser and the Lenders to the extent of payments made under such policies. (c) All Except as otherwise permitted by clause (d), all such insurance shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the Lessee which is rated in Best's Insurance Guide or any successor thereto (or if there be none, an organization having a similar national reputation) shall have a general policyholder rating of "A" and a financial rating of at least "12" or (if not so rated) be otherwise reasonably acceptable to the LessorLenders and the Certificate Purchaser. All insurance policies required by Section 17.2 13.2 shall include a standard form mortgagee endorsement in favor of the LenderLenders. (d) The Lessee may meet the requirements of this Article XIII with respect to liability and worker's compensation insurance through one or more policies covering more than one location of Lessee. Except during the Interim Term, the Lessee may meet the requirements of this Article XIII with respect to worker's compensation insurance through a self-insurance program of the Lessee and its Affiliates. (e) The Lessor shall not carry separate insurance concurrent in kind or form or contributing in the event of loss with any insurance required under this Article XIII except that the Lessor may carry separate liability insurance so long as (i) the Lessee's insurance is designated as primary and in no event excess or contributory to any insurance the Lessor may have in force which would apply to a loss covered under the Lessee's policy and (ii) each such insurance policy will not cause the Lessee's insurance required under this Article XVII XIII to be subject to a coinsurance exception of any kind. (ef) The Except during the Interim Term, the Lessee shall pay as they become due all premiums for the insurance required by Section 17.1 13.1 and Section 17.213.2, and shall renew or replace each policy prior to the expiration date thereof. Throughout the Term, at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year), the Lessee shall deliver to the Lessor Lessor, the Certificate Purchaser and the Lenders certificates of insurance evidencing that all insurance required by this Article XVII XIII is being maintained by the Lessee and is in effect. (g) The Lessee agrees that notwithstanding anything to the contrary in this Article XIII, during the Interim Term, the insurance policy or policies required by Section 13.1 and 13.2 shall not (i) be funded by a program of self-insurance (or any similar funding mechanism), and (ii) carry any deductible or similar co-payment of any kind in excess of $1,000. During the Interim Term, the amount of any deductibles permitted under this clause (g) shall be paid through Advances to the extent available under the Approved Construction Budget, including contingencies listed therein to the extent not previously utilized.

Insurance Coverage. For so long as the Obligations are outstanding, Borrower shall continuously maintain insurance in accordance with the following provisions: (a) The Lessee At its own cost, Borrower shall furnish obtain and maintain at all times during the Lessor term of the Loan the Policies required by Administrative Agent pursuant to Exhibit B attached hereto. Borrower shall provide Administrative Agent with certificates showing the evidence of all such insurance required under Sections 17.1 and 17.2 to be in effect and naming the Lessor as additional insured with respect to liability coverage (excluding worker's compensation insurance), and naming the Lessor as loss payee with respect to property coverage and showing the mortgagee endorsement required by Section 17.3(c) with respect to such coverage. All such insurance shall be at the cost and expense of the Lessee. Such certificates shall include a provision for no less than thirty (30) days' advance written notice by the insurer to the Lessor in the event of cancellation or reduction of such insurancehereunder. (b) The Lessee agrees Policies to be obtained and maintained by Borrower under the provisions of this Agreement shall be issued by responsible insurance carriers with an A.M. Best’s rating of no less than A/VII, licensed to do business in each state in which the Property is located, who are acceptable to Administrative Agent and shall be in such form and with such endorsements, waivers and deductibles (in no event to exceed $25,000.00 per occurrence) as Administrative Agent shall designate or approve. Without limitation on the foregoing: (i) All Policies shall name Borrower as the insured. The Policies shall each list Administrative Agent as mortgagee, lender loss payable and as an additional insured (under a standard non-contributing mortgagee protection clause, in form reasonably satisfactory to Administrative Agent, attached to such Policy or Policies whenever applicable, and providing, among other matters, that all Insurance Proceeds (as hereinafter defined) shall be paid to Administrative Agent). The liability insurance Policies shall list Administrative Agent as an additional insured. (ii) All Policies shall contain: (1) the agreement of the insurer to give Administrative Agent at least thirty (30) days’ written notice prior to cancellation or expiration of or change in such Policies, or any of them; (2) a waiver of subrogation rights against Administrative Agent and, if available Borrower; (3) an agreement that such Policies are primary and non-contributing with any insurance that may be carried by Administrative Agent; (4) a statement that the insurance policy or policies required by Section 17.2 shall include an appropriate clause pursuant to which such policy shall provide that it will not be invalidated should the Lessee any insured waive, in writing, prior to a loss, any or all rights right of recovery against any party for losses covered by such policyloss accruing to the property described in the Policy; and (5) if obtainable, a provision that no act or omission of Borrower shall affect or limit the obligation of the insurance carrier to pay the amount of any loss sustained. As of the date hereof, and that the subject to any changes in such requirements which Administrative Agent may, in its discretion, make from time to time pursuant to its rights under this Section 9.1, each Policy of property insurance hereunder shall contain a lender’s loss payable endorsement, lender clause, or other non-contributory mortgagee clause of similar form and substance acceptable to Administrative Agent in favor of the Lessor and its rights under and interests in said policies shall not be invalidated or reduced by any act or omission or negligence of the Lessee or any other Person having any interest in the Property. The Lessee hereby waives any and all such rights against the Lessor to the extent of payments made under such policiesAdministrative Agent as a mortgagee. (c) All Concurrently herewith, Borrower shall deliver to Administrative Agent original Policies or certificates with premiums for the Policies (“Premiums”) prepaid evidencing the insurance required hereunder. Borrower shall procure and pay for renewals of such insurance shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the Lessee which is rated in Best's Insurance Guide or any successor thereto (or if there be noneshall cause the procurement and payment) from time to time before the expiration thereof, an organization having a similar national reputation) and Borrower shall have a general policyholder rating of "A" and a financial rating of deliver to Administrative Agent such original renewal Policies or certificates with Premiums prepaid at least "12" or be otherwise acceptable to thirty (30) days before the Lessor. All insurance policies required by Section 17.2 shall include a standard form mortgagee endorsement in favor expiration of the Lenderany existing Policy. (d) The Lessor Borrower may carry additional, separate liability insurance so long as concurrent in kind or form or contributing upon loss, with any required insurance Policies, but only if the additional, separate insurance: (i) does not violate any required insurance, or entitle the Lessee's insurance is designated as carrier to assert any defense or disclaim any primary and in no event excess or contributory to coverage under any insurance the Lessor may have in force which would apply to a loss covered under the Lessee's policy and required insurance; (ii) each such insurance policy will not cause the Lessee's insurance required under mutually benefits Borrower and Administrative Agent; and (iii) otherwise complies with this Article XVII to be subject to a coinsurance exception of any kindAgreement. (e) The Lessee shall pay as they become due all premiums Borrower, for itself, and on behalf of its insurers, hereby releases and waives any right to recover against Administrative Agent or any of the Banks on any liability for: damages for injury to or death of persons; any loss or damage to property, including the property of any occupant of the Property; any loss or damage to buildings or other improvements comprising the Property; any other direct or indirect loss or damage caused by fire or other risks, which loss or damage is or would be covered by the insurance required to be carried hereunder by Section 17.1 and Section 17.2Borrower, and shall renew or replace each policy prior is otherwise insured; or claims arising by reason of any of the foregoing, except to the expiration date extent caused solely by the gross negligence or willful misconduct of Administrative Agent. (f) Administrative Agent shall not, by reason of accepting, rejecting, obtaining or failing to obtain insurance, incur any liability for (i) the existence, non-existence, form, amount or legal sufficiency thereof, (ii) the solvency or insolvency of any insurer, or (iii) the payment of losses. Throughout the Term, All insurance required hereunder or carried by Borrower shall be procured at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year), the Lessee Borrower’s sole cost and expense. Borrower shall deliver to Administrative Agent receipts satisfactory to Administrative Agent evidencing full prepayment of the Lessor certificates Premiums therefor (for the periods and payments so covered by such payments). In the event of foreclosure on, or other transfer of title in lieu of foreclosure of, the Property, all of Borrower’s interest in and to any and all Policies in force shall pass to Administrative Agent, or the transferee or purchaser as the case may be, and Administrative Agent is hereby irrevocably authorized to assign in Borrower’s name to such purchaser or transferee all such Policies, which may be amended or rewritten to show the interest of such purchaser or transferee. (g) BORROWER IS HEREBY NOTIFIED PURSUANT TO THE ILLINOIS COLLATERAL PROTECTION ACT (815 ILCS 180/1 ET. SEQ.) THAT UNLESS BORROWER PROVIDES ADMINISTRATIVE AGENT WITH EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY THIS AGREEMENT, ADMINISTRATIVE AGENT MAY PURCHASE THE REQUIRED INSURANCE AT BORROWER’S EXPENSE TO PROTECT ADMINISTRATIVE AGENT’S INTEREST IN THE PROPERTY. THIS INSURANCE MAY, BUT NEED NOT, PROTECT BORROWER’S INTERESTS. THE COVERAGE THAT ADMINISTRATIVE AGENT PURCHASES MAY NOT PAY ANY CLAIM THAT BORROWER MAKES OR ANY CLAIM THAT IS MADE AGAINST BORROWER IN CONNECTION WITH THE PROPERTY. BORROWER MAY LATER CANCEL ANY INSURANCE PURCHASED BY ADMINISTRATIVE AGENT, BUT ONLY AFTER PROVIDING ADMINISTRATIVE AGENT WITH EVIDENCE THAT BORROWER HAS OBTAINED INSURANCE AS REQUIRED BY THIS AGREEMENT. IF ADMINISTRATIVE AGENT PURCHASES INSURANCE FOR THE PROPERTY, BORROWER WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING INTEREST ON THE AMOUNT SO PAID BY ADMINISTRATIVE AGENT AT THE DEFAULT RATE UNTIL PAID TO ADMINISTRATIVE AGENT AND ANY OTHER CHARGES ADMINISTRATIVE AGENT MAY IMPOSE IN CONNECTION WITH THE PLACEMENT OF THE INSURANCE UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR THE EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE SHALL BE ADDED TO BORROWER’S TOTAL OUTSTANDING BALANCE OR OBLIGATION AND SHALL CONSTITUTE ADDITIONAL OBLIGATIONS. THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF INSURANCE BORROWER MAY BE ABLE TO OBTAIN ON ITS OWN. (h) Administrative Agent reserves the right to reasonably require additional insurance evidencing that all Policies not specifically addressed in this Agreement during the term of the Loan. (i) The Policies set forth on Exhibit B shall be standard ISO coverage forms. Manuscripted coverage forms may be deemed acceptable following satisfactory review by Administrative Agent’s insurance required advisors. (j) Approval by this Article XVII is being maintained Administrative Agent of any Policies shall not be deemed a representation by Administrative Agent as to the Lessee and is in effectadequacy of coverage of such Policies or the solvency of the insurer.

Insurance Coverage. (a) The Lessee shall furnish the Lessor and the Administrative Agent with certificates showing the insurance required under Sections 17.1 and 17.2 Section 13.1 to be in effect and naming the Lessor Lessor, the Administrative Agent and each Purchaser as additional insured insureds with respect to liability coverage (excluding worker's ’s compensation insurance), naming the Lessor, the Administrative Agent and the Purchasers and Lessee as their interests may appear with respect to casualty coverage and naming the Lessor as loss payee with respect to property casualty Tandem Health Care of Ohio, Inc. Master Lease coverage and showing the mortgagee endorsement required by Section 17.3(c13.3(c) with respect to such coverage. All such insurance required under Section 13.1 shall be at the cost and expense of the Lessee. Such certificates shall include a provision for no less than thirty (30) days' ’ advance written notice by the insurer to the Lessor and the Administrative Agent in the event of cancellation or reduction of in the coverage provided by such insurance. (b) The Lessee agrees that the insurance policy or policies required by Section 17.2 13.1 (a) shall include (i) an appropriate clause pursuant to which such policy shall provide that it will not be invalidated should the Lessee waive, in writing, prior to a loss, any or all rights of recovery against any party for losses covered by such policy, and that the insurance in favor of the Lessor Lessor, the Administrative Agent and its the Purchasers and their respective rights under and interests in said such policies shall not be invalidated or reduced by any act or omission (including breach of warranty) or negligence of the Lessee or any other Person having any interest in the PropertyProperty other than the Lessor and the Purchasers to the extent permitted by law and (ii) a so-called “waiver of subrogation clause”. The Lessee hereby waives any and all such rights against the Lessor and the Purchasers to the extent of payments made under such policies. (c) All such insurance shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the Lessee which is rated in Best's ’s Insurance Guide or any successor thereto (or if there be none, an organization having a similar national reputation) shall have a general policyholder rating of "A" “A-” and a financial size rating of at least "12" “VII” or be otherwise acceptable to the Purchasers and the Lessor. All insurance policies required by Section 17.2 13.1(c) shall include a standard form mortgagee endorsement in favor of the LenderLessor, the Administrative Agent and the Purchasers. (d) The Lessor may shall not carry separate insurance concurrent in kind or form or contributing in the event of loss with any insurance required under this Article XIII except that the Lessor may, at such party’s expense, carry separate liability insurance so long as (i) the Lessee's ’s insurance is designated as primary and in no event excess or contributory to any insurance the Lessor such party may have in force which would apply to a loss covered under the Lessee's ’s policy and (ii) each such insurance policy will not cause the Lessee's ’s insurance required under this Article XVII XIII to be subject to a coinsurance exception of any kind. (e) The Lessee shall pay as they become due all premiums for the insurance required by Section 17.1 and Section 17.2, 13.1 and shall renew or replace each policy prior to the expiration date thereof. Throughout the Lease Term, at the time each of the Lessee's ’s insurance policies is renewed (but in no event less frequently than once each year), the Lessee shall deliver to the Lessor and the Administrative Agent certificates of insurance evidencing that all insurance required by this Article XVII XIII is being maintained by the Lessee and is in effect.. Tandem Health Care of Ohio, Inc. Master Lease Article XIV Casualty and Condemnation; Environmental Matters

Insurance Coverage. (a) The insurance required to be obtained under Sections 17.1 and 17.2 may be subject to deductibles not greater than $25,000 for each. The Lessee shall furnish the Lessor with certificates showing the insurance required under Sections 17.1 and 17.2 to be in effect and naming the Lessor as additional insured with respect to liability coverage (excluding worker's compensation insurance), and naming the Lessor as loss payee with respect to property coverage and showing the mortgagee endorsement required by Section 17.3(c) with respect to such coverage. All such insurance shall be at the cost and expense of the Lessee. Such certificates shall include a provision for no less than thirty (30) days' advance written notice by the insurer to the Lessor in the event of cancellation or reduction of such insurance. In addition, the Lessee shall cause the Lessor to be named as additional insured under the liability policies maintained with respect to the Construction. (b) The Lessee agrees that the insurance policy or policies required by Section 17.2 Sections 17.2, shall include an appropriate clause pursuant to which such policy shall provide that it will not be invalidated should the Lessee waive, in writing, prior to a loss, any or all rights of recovery against any party for losses covered by such policy, and that the insurance in favor of the Lessor and its rights under and interests in said policies shall not be invalidated or reduced by any act or omission or negligence of the Lessee or any other Person having any interest in the Property. The Lessee hereby waives any and all such rights against the Lessor to the extent of payments made under such policies. (c) All such insurance shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the Lessee which is rated in Best's Insurance Guide or any successor thereto (or if there be none, an organization having a similar national reputation) shall have a general policyholder rating of "A" and a financial rating of at least "12" or be otherwise acceptable to the Lessor. All insurance policies required by Section 17.2 shall include a standard form mortgagee endorsement in favor of the Lender.any (d) The Lessor may carry separate liability insurance at its sole cost so long as (i) the Lessee's insurance is designated as primary and in no event excess or contributory to any insurance the Lessor may have in force which would apply to a loss covered under the Lessee's policy and (ii) each such insurance policy will not cause the Lessee's insurance required under this Article XVII to be subject to a coinsurance exception of any kind. (e) The Lessee shall pay as they become due all premiums for the insurance required by Section 17.1 and Section 17.2, and shall renew or replace each policy prior to the expiration date thereof. Throughout the Term, at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year), the Lessee shall deliver to the Lessor certificates of insurance evidencing that all insurance required by this Article XVII is being maintained by the Lessee and is in effect.

Insurance Coverage. NOTE: The following insurance requirements are intended to provide insurance coverage under this Agreement and each of the other service agreements being entered into between the parties hereto and their Affiliates as of the date hereof. Accordingly, to the extent any such other agreements (aor other Exhibits to this Agreement) The Lessee shall furnish the Lessor with certificates showing require insurance coverage thereunder that is duplicative of the insurance coverage provided for below, such insurance coverage need not be duplicated under such other agreements. Property Insurance. Including Extra Expense and Business Interruption: Company at all times and at its own cost and expense shall insure WEA’s property as defined and required in this Agreement under Sections 17.1 so-called “all risk” policies of insurance, including but not limited to coverage for extended perils, earthquake, windstorm, flood, and 17.2 collapse; open cargo, war risk cargo and terrorism. Company shall purchase an insurance policy that indemnifies WEA for non-physical damage to source material, if available on a commercially reasonable basis and is warranted by the risk profile of the Company. WEA’s property shall consist of and not be in effect limited to source material, finished goods and naming inventory, returned stock, master recordings, digital files, DVDs, CDs and all printing and packaging material. Either dedicated policies or portfolio (blanket) coverage forms may provide the Lessor as additional insured “all risk” property insurance, providing that the per occurrence limit of insurance available with respect to liability coverage (excluding worker's compensation insurance)the WEA property at any Company location for property damage, business interruption, and naming extra expense shall not be less than ** per occurrence; and Terrorism for WEA Manufacturing Alsdorf shall be no less than ** per occurrence. Further, the Lessor as limits of insurance applicable to the extended perils and the perils of earthquake, flood and terrorism shall be an annual aggregate. The deductible on said policies shall be the sole responsibility of Company and be of no greater amount than is commercially reasonable for a company of its financial standing. These policies shall be primary to any policy maintained by or on behalf of WEA. WEA may, at any time, review the amount of insurance required hereunder, and may, from time to time, but in no event more than annually, require a lower or higher amount depending on the best available estimate of the aggregate exposure to loss payee arising from damage to WEA’s property under this Agreement. The open cargo and war risk cargo insurance policies shall provide per shipment limits of indemnity of no less than ** and contain a warehouse coverage endorsement. In the event that the ** limit of insurance is not adequate to fully insure any given shipment under this Agreement, Company shall purchase additional insurance to cover the full replacement cost of the shipment. The deductible on these policies shall be no greater than what is commercially reasonable for an enterprise with Company’s financial standing. The deductible shall be the responsibility of Company and this coverage shall be primary to any coverage maintained by WEA. All policies shall provide for a reimbursement value with respect to WEA’s property coverage at replacement cost for new property of like kind and showing quality, with no deduction for depreciation, and shall include WEA, its partners, officers, employees, and Affiliates as loss payees under the mortgagee endorsement required policies as their interest may appear, and shall provide that no act or omission on the part of Company as the title insured shall prejudice a direct claim by Section 17.3(c) with respect to such coveragethe additional insured. All such insurance shall be at the cost and expense of the Lessee. Such certificates property policies shall include a provision for no less than thirty (30) days' advance written notice by the waiver of subrogation in favor of WEA. Further, Company agrees to secure terms with its insurer to the Lessor that in the event that Company fails to pay premium resulting in a cancellation of cancellation coverage that WEA will be given the opportunity to maintain coverage for its insured property under the policy; and Company will reimburse WEA ** of notice for the expense incurred. Public Liability Insurance: Company shall also be required to obtain and maintain comprehensive general liability insurance and a follow-form “umbrella liability” policy, providing insurance against claims for bodily injury, including death, property damage, personal and advertising injury, blanket contractual liability, broad form property damage liability, explosion, collapse and underground hazard, and products and completed operations, for such claims occurring or reduction alleged to have occurred in the course of such insurance. (b) The Lessee agrees that the insurance policy any operations or policies required activities contemplated by Section 17.2 shall include an appropriate clause pursuant to which such policy shall provide that it will not be invalidated should the Lessee waivethis Agreement, in writingsuch amounts as from time to time are carried by prudent owners of comparable operations, prior to a loss, any or all rights of recovery against any party for losses covered by such policy, and that the insurance in favor of the Lessor and its rights under and interests in said policies shall not be invalidated or reduced by any act or omission or negligence of the Lessee or any other Person having any interest in the Property. The Lessee hereby waives any and all such rights against the Lessor to the extent of payments made under such policies. (c) All such insurance shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the Lessee which is rated in Best's Insurance Guide or any successor thereto (or if there be none, an organization having a similar national reputation) shall have a general policyholder rating of "A" and a financial rating of at least "12" or be otherwise acceptable to the Lessor. All insurance policies required by Section 17.2 shall include a standard form mortgagee endorsement in favor of the Lender. (d) The Lessor may carry separate liability insurance so long as (i) the Lessee's insurance is designated as primary and in no event excess or contributory to any insurance the Lessor may have in force which would apply to a loss covered under the Lessee's policy and (ii) each such insurance policy will not cause the Lessee's insurance required under this Article XVII to be subject to a coinsurance exception of any kind. (e) The Lessee shall pay as they become due all premiums for the insurance required by Section 17.1 and Section 17.2, and shall renew or replace each policy prior to the expiration date thereof. Throughout the Term, at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year)**, and covering as additional insureds all the Lessee shall deliver WEA individuals and entities for which and to the Lessor certificates of insurance evidencing that all insurance required by extent it is responsible under this Article XVII is being maintained by the Lessee and is in effectAgreement.

Insurance Coverage. During the Lease Term for each Property, the Lessee shall cause the insurance required to be maintained by the Lessee under Section 13.1(a) or 13.1(c), to comply with the provisions of this Section 13.2. All insurance required under Section 13.1 shall be at the sole cost and expense of the Lessee. (a) The On each Acquisition Date, the Lessee shall furnish the Lessor and the Administrative Agent with certificates showing the insurance required under Sections 17.1 and 17.2 Section 13.1 to be in effect and naming the Lessor as additional insured with respect to liability coverage (excluding worker's compensation insurance), and naming the Lessor as loss payee with respect to property coverage and showing the mortgagee endorsement required by Section 17.3(c) with respect to such coverage. All such insurance shall be at the cost and expense of the Lesseeeffect. Such certificates shall include a provision for no less than thirty (30) days' advance written notice by the insurer to the Lessor and the Administrative Agent in the event of cancellation or reduction of such insurance. (b) The Lessee agrees that the insurance policy or policies required by Section 17.2 13.1(a) shall (i) name the Administrative Agent, the Lessor and each Lender as additional insureds (including any insurance policy maintained in connection with the construction of any Modifications) and (ii) include an appropriate clause pursuant to which such policy shall provide that it will not be invalidated should the Lessee waive, in writing, prior to a loss, any or all rights of recovery against any party for losses covered by such policy, and that the insurance in favor of the Lessor Lessor, the Administrative Agent and its the Lenders and their respective rights under and interests in said such policies shall not be invalidated or reduced by any act or omission (including breach of warranty) or negligence of the Lessee or any other Person having any interest in the Property. The Lessee hereby waives any and all such rights against the Lessor Lessor, the Administrative Agent and the Lenders to the extent of payments made under such policies. All insurance policies required by Section 13.1(c) shall name the Administrative Agent as loss payee pursuant to a standard mortgagee loss payee endorsement. (c) All such insurance shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the Lessee companies and which is rated in Best's Insurance Guide or any successor thereto (or if there be none, an organization having a similar national reputation) shall have a general policyholder rating by A.M. Best's Key Rating Guide of not less than "A" and a financial rating "Financial Performance Rating" of at least "12VIII" or and shall be otherwise reasonably acceptable to the Lenders and the Lessor. All insurance policies required by Section 17.2 shall include a standard form mortgagee endorsement in favor of the Lender. (d) The Lessor may carry separate liability insurance so long as (i) the Lessee's insurance is designated as primary and in no event excess or contributory to any insurance the Lessor may have in force which would apply to a loss covered under the Lessee's policy and (ii) each such insurance policy will not cause the Lessee's insurance required under this Article XVII to be subject to a coinsurance exception of any kind. (e) The Lessee shall pay at its sole cost and expense as they become due all premiums for the insurance required by Section 17.1 and Section 17.2this Article XIII, and shall renew or replace each policy prior to the expiration date thereof. Throughout During the Lease Term, the Lessee shall, at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year), the Lessee shall deliver to the Lessor and the Administrative Agent certificates of insurance evidencing that all insurance required by this Article XVII XIII is being maintained by the Lessee and is in effect.. Such certificates shall include a provision for no less than thirty (30) days' advance written notice by the insurer to the Administrative Agent and the Lessor in the event of cancellation or any material reduction of such insurance. Xxx Research Corporation Amended and Restated Master Lease

Insurance Coverage. For so long as the Obligations are outstanding, Borrower shall continuously maintain insurance in accordance with the following provisions: (a) The Lessee At its own cost, Borrower shall furnish obtain and maintain at all times during the Lessor term of the Loan the Policies required by Administrative Agent pursuant to Exhibit B attached hereto. Borrower shall provide Administrative Agent with certificates showing the evidence of all such insurance required under Sections 17.1 and 17.2 to be in effect and naming the Lessor as additional insured with respect to liability coverage (excluding worker's compensation insurance), and naming the Lessor as loss payee with respect to property coverage and showing the mortgagee endorsement required by Section 17.3(c) with respect to such coverage. All such insurance shall be at the cost and expense of the Lessee. Such certificates shall include a provision for no less than thirty (30) days' advance written notice by the insurer to the Lessor in the event of cancellation or reduction of such insurancehereunder. (b) The Lessee agrees Policies to be obtained and maintained by Borrower under the provisions of this Agreement shall be issued by responsible insurance carriers with an A.M. Best’s rating of no less than A/VII, licensed to do business in each state in which the Property is located, who are acceptable to Administrative Agent and shall be in such form and with such endorsements, waivers and deductibles (in no event to exceed $25,000.00 per occurrence) as Administrative Agent shall designate or approve. Without limitation on the foregoing: (i) All Policies shall name Borrower as the insured. The Policies shall each list Administrative Agent as mortgagee, lender loss payable and as an additional insured (under a standard non‑contributing mortgagee protection clause, in form reasonably satisfactory to Administrative Agent, attached to such Policy or Policies whenever applicable, and providing, among other matters, that all Insurance Proceeds (as hereinafter defined) shall be paid to Administrative Agent). The liability insurance Policies shall list Administrative Agent as an additional insured. (ii) All Policies shall contain: (1) the agreement of the insurer to give Administrative Agent at least thirty (30) days’ written notice prior to cancellation or expiration of or change in such Policies, or any of them; (2) a waiver of subrogation rights against Administrative Agent and, if available Borrower; (3) an agreement that such Policies are primary and non‑contributing with any insurance that may be carried by Administrative Agent; (4) a statement that the insurance policy or policies required by Section 17.2 shall include an appropriate clause pursuant to which such policy shall provide that it will not be invalidated should the Lessee any insured waive, in writing, prior to a loss, any or all rights right of recovery against any party for losses covered by such policyloss accruing to the property described in the Policy; and (5) if obtainable, a provision that no act or omission of Borrower shall affect or limit the obligation of the insurance carrier to pay the amount of any loss sustained. As of the date hereof, and that the subject to any changes in such requirements which Administrative Agent may, in its discretion, make from time to time pursuant to its rights under this Section 9.1, each Policy of property insurance hereunder shall contain a lender’s loss payable endorsement, lender clause, or other non‑contributory mortgagee clause of similar form and substance acceptable to Administrative Agent in favor of the Lessor and its rights under and interests in said policies shall not be invalidated or reduced by any act or omission or negligence of the Lessee or any other Person having any interest in the Property. The Lessee hereby waives any and all such rights against the Lessor to the extent of payments made under such policiesAdministrative Agent as a mortgagee. (c) All Concurrently herewith, Borrower shall deliver to Administrative Agent original Policies or certificates with premiums for the Policies (“Premiums”) prepaid evidencing the insurance required hereunder. Borrower shall procure and pay for renewals of such insurance shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the Lessee which is rated in Best's Insurance Guide or any successor thereto (or if there be noneshall cause the procurement and payment) from time to time before the expiration thereof, an organization having a similar national reputation) and Borrower shall have a general policyholder rating of "A" and a financial rating of deliver to Administrative Agent such original renewal Policies or certificates with Premiums prepaid at least "12" or be otherwise acceptable to thirty (30) days before the Lessor. All insurance policies required by Section 17.2 shall include a standard form mortgagee endorsement in favor expiration of the Lenderany existing Policy. (d) The Lessor Borrower may carry additional, separate liability insurance so long as concurrent in kind or form or contributing upon loss, with any required insurance Policies, but only if the additional, separate insurance: (i) does not violate any required insurance, or entitle the Lessee's insurance is designated as carrier to assert any defense or disclaim any primary and in no event excess or contributory to coverage under any insurance the Lessor may have in force which would apply to a loss covered under the Lessee's policy and required insurance; (ii) each such insurance policy will not cause the Lessee's insurance required under mutually benefits Bxxxxxxx and Administrative Agent; and (iii) otherwise complies with this Article XVII to be subject to a coinsurance exception of any kindAgreement. (e) The Lessee shall pay as they become due all premiums Borrower, for itself, and on behalf of its insurers, hereby releases and waives any right to recover against Administrative Agent or any of the Banks on any liability for: damages for injury to or death of persons; any loss or damage to property, including the property of any occupant of the Property; any loss or damage to buildings or other improvements comprising the Property; any other direct or indirect loss or damage caused by fire or other risks, which loss or damage is or would be covered by the insurance required to be carried hereunder by Section 17.1 and Section 17.2Bxxxxxxx, and shall renew or replace each policy prior is otherwise insured; or claims arising by reason of any of the foregoing, except to the expiration date extent caused solely by the gross negligence or willful misconduct of Administrative Agent. (f) Administrative Agent shall not, by reason of accepting, rejecting, obtaining or failing to obtain insurance, incur any liability for (i) the existence, non‑existence, form, amount or legal sufficiency thereof, (ii) the solvency or insolvency of any insurer, or (iii) the payment of losses. Throughout the Term, All insurance required hereunder or carried by Bxxxxxxx shall be procured at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year), the Lessee Borrower’s sole cost and expense. Borrower shall deliver to Administrative Agent receipts satisfactory to Administrative Agent evidencing full prepayment of the Lessor certificates Premiums therefor (for the periods and payments so covered by such payments). In the event of foreclosure on, or other transfer of title in lieu of foreclosure of, the Property, all of Borrower’s interest in and to any and all Policies in force shall pass to Administrative Agent, or the transferee or purchaser as the case may be, and Administrative Agent is hereby irrevocably authorized to assign in Borrower’s name to such purchaser or transferee all such Policies, which may be amended or rewritten to show the interest of such purchaser or transferee. (g) BORROWER IS HEREBY NOTIFIED PURSUANT TO THE ILLINOIS COLLATERAL PROTECTION ACT (815 ILCS 180/1 ET. SEQ.) THAT UNLESS BORROWER PROVIDES ADMINISTRATIVE AGENT WITH EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY THIS AGREEMENT, ADMINISTRATIVE AGENT MAY PURCHASE THE REQUIRED INSURANCE AT BORROWER’S EXPENSE TO PROTECT ADMINISTRATIVE AGENT’S INTEREST IN THE PROPERTY. THIS INSURANCE MAY, BUT NEED NOT, PROTECT BXXXXXXX’S INTERESTS. THE COVERAGE THAT ADMINISTRATIVE AGENT PURCHASES MAY NOT PAY ANY CLAIM THAT BXXXXXXX MAKES OR ANY CLAIM THAT IS MADE AGAINST BORROWER IN CONNECTION WITH THE PROPERTY. BORROWER MAY LATER CANCEL ANY INSURANCE PURCHASED BY ADMINISTRATIVE AGENT, BUT ONLY AFTER PROVIDING ADMINISTRATIVE AGENT WITH EVIDENCE THAT BXXXXXXX HAS OBTAINED INSURANCE AS REQUIRED BY THIS AGREEMENT. IF ADMINISTRATIVE AGENT PURCHASES INSURANCE FOR THE PROPERTY, BORROWER WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING INTEREST ON THE AMOUNT SO PAID BY ADMINISTRATIVE AGENT AT THE DEFAULT RATE UNTIL PAID TO ADMINISTRATIVE AGENT AND ANY OTHER CHARGES ADMINISTRATIVE AGENT MAY IMPOSE IN CONNECTION WITH THE PLACEMENT OF THE INSURANCE UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR THE EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE SHALL BE ADDED TO BORROWER’S TOTAL OUTSTANDING BALANCE OR OBLIGATION AND SHALL CONSTITUTE ADDITIONAL OBLIGATIONS. THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF INSURANCE BORROWER MAY BE ABLE TO OBTAIN ON ITS OWN. (h) Administrative Agent reserves the right to reasonably require additional insurance evidencing that all Policies not specifically addressed in this Agreement during the term of the Loan. (i) The Policies set forth on Exhibit B shall be standard ISO coverage forms. Manuscripted coverage forms may be deemed acceptable following satisfactory review by Administrative Agent’s insurance required advisors. (j) Approval by this Article XVII is being maintained Administrative Agent of any Policies shall not be deemed a representation by Administrative Agent as to the Lessee and is in effectadequacy of coverage of such Policies or the solvency of the insurer.

Insurance Coverage. (a) The Upon request the Lessee shall furnish the Lessor with certificates showing the insurance required under Sections 17.1 and 17.2 to be in effect and naming the Lessor Lessor, the Receivable Purchaser, the Conduits and the Liquidity Providers as additional insured insureds with respect to liability coverage (excluding worker's compensation insurance), and naming the Lessor as loss payee with respect to property coverage and showing the mortgagee endorsement required by Section 17.3(c) with respect to such coverage. All such insurance shall be at the sole cost and expense of the LesseeLessee and shall be maintained with respect to each Leased Asset from the Acquisition Date thereof through the Expiration Date therefor. Such certificates shall include a provision for no less than thirty ten (3010) days' advance written notice by the insurer to the Lessor in the event of cancellation or reduction of such insurance. In addition, the Lessee shall cause the Lessor, the Receivable Purchaser, the Conduits and the Liquidity Providers to be named as additional insureds under the liability policies maintained with respect to the Construction for each Property. (b) The Lessee agrees that the insurance policy or policies required by Section 17.2 Sections 17.1 and 17.2, shall include an appropriate clause pursuant to which such policy shall provide that it will not be invalidated should the Lessee waive, in writing, prior to a loss, any or all rights of recovery against any party for losses covered by such policy, and that the insurance in favor of the Lessor and its the other additional insureds and their rights under and interests in said policies shall not be invalidated or reduced by any act or omission or negligence of the Lessee or any other Person having any interest in the Propertyany Leased Asset. The Lessee and the Lessor each hereby waives any and all such rights against the Lessor other for loss or damage to or loss of use of its property to the extent of payments made under its property insurance so long as such policieswaiver shall not affect its rights to recover under such insurance. (c) All Except as otherwise permitted by clause (d), all such insurance shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the Lessee which is rated in Best's Insurance Guide or any successor thereto (or if there be none, an organization having a similar national reputation) shall have a general policyholder rating of "A" and a financial rating of at least "12VIII" or be otherwise acceptable to the Lessor. All insurance policies required by Section 17.2 shall include a standard form mortgagee endorsement in favor of the LenderLessor. (d) The Lessor shall not carry separate insurance concurrent in kind or form or contributing in the event of loss with any insurance required under this Article XVII except that the Lessor may carry separate liability insurance so long as (i) the Lessee's insurance is designated as primary and in no event excess or contributory to any insurance the Lessor may have in force which would apply to a loss covered under the Lessee's policy and (ii) each such insurance policy will not cause the Lessee's insurance required under this Article XVII to be subject to a coinsurance exception of any kind. Each policy maintained by the Lessee shall specifically provide that the policy shall be considered primary insurance which shall apply to any loss or claim before any contribution by any insurance which the Lessor may have in force. (e) The Lessee shall pay as they become due all premiums for the insurance required by Section 17.1 and Section 17.2, and shall renew or replace each policy prior to the expiration date thereof. Throughout the TermBase Term for any Leased Asset, at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year), the Lessee shall deliver to the Lessor certificates of insurance evidencing that all insurance required by this Article XVII with respect to such Leased Asset is being maintained by the Lessee and is in effect. (f) All insurance proceeds in respect of any property damage loss or occurrence for which the proceeds related thereto are (i) less than or equal to the Threshold Amount, in the absence of the occurrence and continuance of a Default or Event of Default, shall be adjusted by and paid to the Lessee for application toward the reconstruction, repair or refurbishment of the applicable Leased Asset and (ii) greater than the Threshold Amount, shall be adjusted jointly by the Lessee and the Lessor (unless a Default or Event of Default has occurred and is continuing, in which case such proceeds shall be adjusted solely by the Lessor) and held by the Lessor for application in accordance with Article XVIII hereof.

Insurance Coverage. For so long as the Obligations are outstanding, Borrower shall continuously maintain insurance in accordance with the following provisions: (a) The Lessee At its own cost, Borrower shall furnish obtain and maintain at all times during the Lessor term of the Loan the Policies required by Administrative Agent pursuant to Exhibit C attached hereto. Borrower shall provide Administrative Agent with certificates showing the evidence of all such insurance required under Sections 17.1 and 17.2 to be in effect and naming the Lessor as additional insured with respect to liability coverage (excluding worker's compensation insurance), and naming the Lessor as loss payee with respect to property coverage and showing the mortgagee endorsement required by Section 17.3(c) with respect to such coverage. All such insurance shall be at the cost and expense of the Lessee. Such certificates shall include a provision for no less than thirty (30) days' advance written notice by the insurer to the Lessor in the event of cancellation or reduction of such insurancehereunder. (b) The Lessee agrees Policies to be obtained and maintained by Borrower under the provisions of this Agreement shall be issued by responsible insurance carriers with an A.M. Best’s rating of no less than A/VII, licensed to do business in each state in which the Property is located, who are acceptable to Administrative Agent and shall be in such form and with such endorsements, waivers and deductibles (in no event to exceed $25,000.00 per occurrence) as Administrative Agent shall designate or approve. Without limitation on the foregoing: (i) All Policies shall name Borrower as the insured. The Policies shall each list Administrative Agent as mortgagee, lender loss payable and as an additional insured (under a standard non‑contributing mortgagee protection clause, in form reasonably satisfactory to Administrative Agent, attached to such Policy or Policies whenever applicable, and providing, among other matters, that all Insurance Proceeds (as hereinafter defined) shall be paid to Administrative Agent). The liability insurance Policies shall list Administrative Agent as an additional insured. (ii) All Policies shall contain: (1) the agreement of the insurer to give Administrative Agent at least thirty (30) days’ written notice prior to cancellation or expiration of or change in such Policies, or any of them; (2) a waiver of subrogation rights against Administrative Agent and, if available Borrower; (3) an agreement that such Policies are primary and non‑contributing with any insurance that may be carried by Administrative Agent; (4) a statement that the insurance policy or policies required by Section 17.2 shall include an appropriate clause pursuant to which such policy shall provide that it will not be invalidated should the Lessee any insured waive, in writing, prior to a loss, any or all rights right of recovery against any party for losses covered by such policyloss accruing to the property described in the Policy; and (5) if obtainable, a provision that no act or omission of Borrower shall affect or limit the obligation of the insurance carrier to pay the amount of any loss sustained. As of the date hereof, and that the subject to any changes in such requirements which Administrative Agent may, in its discretion, make from time to time pursuant to its rights under this Section 9.1, each Policy of property insurance hereunder shall contain a lender’s loss payable endorsement, lender clause, or other non‑contributory mortgagee clause of similar form and substance acceptable to Administrative Agent in favor of the Lessor and its rights under and interests in said policies shall not be invalidated or reduced by any act or omission or negligence of the Lessee or any other Person having any interest in the Property. The Lessee hereby waives any and all such rights against the Lessor to the extent of payments made under such policiesAdministrative Agent as a mortgagee. (c) All Concurrently herewith, Borrower shall deliver to Administrative Agent original Policies or certificates with premiums for the Policies (“Premiums”) prepaid evidencing the insurance required hereunder. Borrower shall procure and pay for renewals of such insurance shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the Lessee which is rated in Best's Insurance Guide or any successor thereto (or if there be noneshall cause the procurement and payment) from time to time before the expiration thereof, an organization having a similar national reputation) and Borrower shall have a general policyholder rating of "A" and a financial rating of deliver to Administrative Agent such original renewal Policies or certificates with Premiums prepaid at least "12" or be otherwise acceptable to thirty (30) days before the Lessor. All insurance policies required by Section 17.2 shall include a standard form mortgagee endorsement in favor expiration of the Lenderany existing Policy. (d) The Lessor Borrower may carry additional, separate liability insurance so long as concurrent in kind or form or contributing upon loss, with any required insurance Policies, but only if the additional, separate insurance: (i) does not violate any required insurance, or entitle the Lessee's insurance is designated as carrier to assert any defense or disclaim any primary and in no event excess or contributory to coverage under any insurance the Lessor may have in force which would apply to a loss covered under the Lessee's policy and required insurance; (ii) each such insurance policy will not cause the Lessee's insurance required under mutually benefits Borrower and Administrative Agent; and (iii) otherwise complies with this Article XVII to be subject to a coinsurance exception of any kindAgreement. (e) The Lessee shall pay as they become due all premiums Borrower, for itself, and on behalf of its insurers, hereby releases and waives any right to recover against Administrative Agent or any of the Banks on any liability for: damages for injury to or death of persons; any loss or damage to property, including the property of any occupant of the Property; any loss or damage to buildings or other improvements comprising the Property; any other direct or indirect loss or damage caused by fire or other risks, which loss or damage is or would be covered by the insurance required to be carried hereunder by Section 17.1 and Section 17.2Borrower, and shall renew or replace each policy prior is otherwise insured; or claims arising by reason of any of the foregoing, except to the expiration date extent caused solely by the gross negligence or willful misconduct of Administrative Agent. (f) Administrative Agent shall not, by reason of accepting, rejecting, obtaining or failing to obtain insurance, incur any liability for (i) the existence, non‑existence, form, amount or legal sufficiency thereof, (ii) the solvency or insolvency of any insurer, or (iii) the payment of losses. Throughout the Term, All insurance required hereunder or carried by Borrower shall be procured at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year), the Lessee Borrower’s sole cost and expense. Borrower shall deliver to Administrative Agent receipts satisfactory to Administrative Agent evidencing full prepayment of the Lessor certificates Premiums therefor (for the periods and payments so covered by such payments). In the event of foreclosure on, or other transfer of title in lieu of foreclosure of, the Property, all of Borrower’s interest in and to any and all Policies in force shall pass to Administrative Agent, or the transferee or purchaser as the case may be, and Administrative Agent is hereby irrevocably authorized to assign in Borrower’s name to such purchaser or transferee all such Policies, which may be amended or rewritten to show the interest of such purchaser or transferee. (g) BORROWER IS HEREBY NOTIFIED PURSUANT TO THE ILLINOIS COLLATERAL PROTECTION ACT (815 ILCS 180/1 ET. SEQ.) THAT UNLESS BORROWER PROVIDES ADMINISTRATIVE AGENT WITH EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY THIS AGREEMENT, ADMINISTRATIVE AGENT MAY PURCHASE THE REQUIRED INSURANCE AT BORROWER’S EXPENSE TO PROTECT ADMINISTRATIVE AGENT’S INTEREST IN THE PROPERTY. THIS INSURANCE MAY, BUT NEED NOT, PROTECT BORROWER’S INTERESTS. THE COVERAGE THAT ADMINISTRATIVE AGENT PURCHASES MAY NOT PAY ANY CLAIM THAT BORROWER MAKES OR ANY CLAIM THAT IS MADE AGAINST BORROWER IN CONNECTION WITH THE PROPERTY. BORROWER MAY LATER CANCEL ANY INSURANCE PURCHASED BY ADMINISTRATIVE AGENT, BUT ONLY AFTER PROVIDING ADMINISTRATIVE AGENT WITH EVIDENCE THAT BORROWER HAS OBTAINED INSURANCE AS REQUIRED BY THIS AGREEMENT. IF ADMINISTRATIVE AGENT PURCHASES INSURANCE FOR THE PROPERTY, BORROWER WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING INTEREST ON THE AMOUNT SO PAID BY ADMINISTRATIVE AGENT AT THE DEFAULT RATE UNTIL PAID TO ADMINISTRATIVE AGENT AND ANY OTHER CHARGES ADMINISTRATIVE AGENT MAY IMPOSE IN CONNECTION WITH THE PLACEMENT OF THE INSURANCE UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR THE EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE SHALL BE ADDED TO BORROWER’S TOTAL OUTSTANDING BALANCE OR OBLIGATION AND SHALL CONSTITUTE ADDITIONAL OBLIGATIONS. THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF INSURANCE BORROWER MAY BE ABLE TO OBTAIN ON ITS OWN. (h) Administrative Agent reserves the right to reasonably require additional insurance evidencing that all Policies not specifically addressed in this Agreement during the term of the Loan. (i) The Policies set forth on Exhibit C shall be standard ISO coverage forms. Manuscripted coverage forms may be deemed acceptable following satisfactory review by Administrative Agent’s insurance required by this Article XVII is being maintained advisors. (j) Approval by the Lessee and is in effectAdministrative Agent of any Policies shall not be deemed a representation by the Administrative Agent as to the adequacy of coverage of such Policies or the solvency of the insurer.

Insurance Coverage. From and after the Closing, the Company and the Company Subsidiaries shall cease to be insured by Seller’s insurance policies or by any of its self-insurance programs and Seller shall retain all rights to control such insurance policies and self-insurance programs, including the right to exhaust, settle, release, commute, buy back or otherwise resolve disputes with respect to any of its insurance policies and self-insurance programs. The parties acknowledge that the Company and the Company Subsidiaries and the Business may be entitled to the benefit of coverage under the insurance policies made available through Seller as described on Section 8.13 of the Seller Disclosure Schedule to the extent such policies are in existence at the Closing (the “Retained Policies”), in each case with respect to acts, facts, circumstances or omissions occurring prior to the Closing (“Pre-Closing Occurrences”). For a period of twenty (20) months after the Closing, Buyer may report to Seller any and all Pre-Closing Occurrences arising in connection with the Company and the Company Subsidiaries or the Business to the applicable insurance providers to the extent permitted under the Retained Policies (“Retained Policy Claims”). Seller shall consider in good faith such Retained Policy Claims, and if in the good faith judgment of Seller the submission of such Retained Policy Claims would not be harmful to Seller or its subsidiaries or their businesses, Seller shall submit such Retained Policy Claims to the insurer; provided that, (a) The Lessee Buyer shall furnish be fully liable for all uninsured or self-insured amounts in respect of any Retained Policy Claims, and (b) Buyer agrees to reimburse Seller promptly upon request for all out-of-pocket costs or expenses incurred by Seller or any Affiliate of Seller in connection with making or pursuing any claim pursuant to this Section 8.13, including the Lessor with certificates showing costs of filing a claim and any deductibles, 48 premium increases or other amounts that are or become payable by such other party or any Affiliate of such other party under the applicable insurance required under Sections 17.1 policies or self-insurance programs as a result of claims made pursuant to this Section 8.13 (such costs and 17.2 expenses referred to be in effect and naming the Lessor as additional insured this clause (b), “Recovery Costs”). With respect to Pre-Closing Occurrences, Seller (with respect to liability coverage (excluding worker's compensation insurance)the Retained Policies) shall be under no obligation to continue to maintain such Retained Policies if Seller determines in good faith that the interests of Seller, its subsidiaries and its businesses would be better served by not continuing such policies. Notwithstanding anything in this Section 8.13 to the contrary, this Section 8.13 shall be subject in all respects to the terms of Seller’s insurance policies, and naming to the Lessor as loss payee with respect extent such insurance policies do not permit any of the matters described in this Section 8.13, then Seller shall be under no obligation to property coverage and showing the mortgagee endorsement required by Section 17.3(c) Buyer with respect to such coverage. All such insurance shall be at the cost and expense of the Lessee. Such certificates shall include a provision for no less than thirty (30) days' advance written notice by the insurer to the Lessor in the event of cancellation or reduction of such insurancematters. (b) The Lessee agrees that the insurance policy or policies required by Section 17.2 shall include an appropriate clause pursuant to which such policy shall provide that it will not be invalidated should the Lessee waive, in writing, prior to a loss, any or all rights of recovery against any party for losses covered by such policy, and that the insurance in favor of the Lessor and its rights under and interests in said policies shall not be invalidated or reduced by any act or omission or negligence of the Lessee or any other Person having any interest in the Property. The Lessee hereby waives any and all such rights against the Lessor to the extent of payments made under such policies. (c) All such insurance shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the Lessee which is rated in Best's Insurance Guide or any successor thereto (or if there be none, an organization having a similar national reputation) shall have a general policyholder rating of "A" and a financial rating of at least "12" or be otherwise acceptable to the Lessor. All insurance policies required by Section 17.2 shall include a standard form mortgagee endorsement in favor of the Lender. (d) The Lessor may carry separate liability insurance so long as (i) the Lessee's insurance is designated as primary and in no event excess or contributory to any insurance the Lessor may have in force which would apply to a loss covered under the Lessee's policy and (ii) each such insurance policy will not cause the Lessee's insurance required under this Article XVII to be subject to a coinsurance exception of any kind. (e) The Lessee shall pay as they become due all premiums for the insurance required by Section 17.1 and Section 17.2, and shall renew or replace each policy prior to the expiration date thereof. Throughout the Term, at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year), the Lessee shall deliver to the Lessor certificates of insurance evidencing that all insurance required by this Article XVII is being maintained by the Lessee and is in effect.