Common use of Insurance Policies Clause in Contracts

Insurance Policies. The Borrower shall take out and maintain or cause to be taken out and maintained all risks policies of insurance in the joint names of the Borrower and the Lender with such insurance company approved by the Lender, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and such policies shall be in such amounts and shall contain such terms and provisions as shall be approved by the Lender and shall and thereafter upon issuance of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;

Insurance Policies. 6.1. The Borrower Owners shall take out and maintain or cause to be taken out and maintained all risks policies of insurance in the joint names of the Borrower and the Lender with such insurance company approved by the Lender, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering procure throughout the period of construction this Agreement that: (i) at the Owners’ expense, the Vessel is insured for usual hull and machinery marine risks (including crew negligence) and war risks in accordance with the first class practice of the Project and before the issuance prudent owners of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects vessels of a similar kind type to the Vessel; (ii) at the Owners’ expense, the Vessel is insured against Protection and Indemnity risks (including pollution risks) based upon the Standard Rules of a member of the International Group of P&I Clubs and have arranged for the Managers to be included as named co-assured, and provide the Managers with Certificates of Entry to evidence that such policies shall be in such amounts insurances have been effected and shall contain such terms confirm renewal within fifteen (15) Working Days of the same; (iii) where the Vessel is directed to call at any port within the United States of America and provisions at the Owners’ expense, the Vessel carries a Certificate of Financial Responsibility as shall be approved required by the Lender and shall and thereafter upon issuance of United States Offshore Pollution Xxx 0000; (iv) the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or Vessel is insured against such other amount as may be determined by risks (including Freight, Demurrage and Defense) that are appropriate to the Lender in Vessel’s trade; (v) the joint names of Owners’ Insurances name the Borrower as the owner Owners and the Lender Managers as mortgageeco-assureds, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee with full cover, with the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable Owners obtaining cover in respect of the said policies of insurance and submit to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost each of the Borrower and all moneys paid by insurances specified in Clause 6.1 on terms whereby the Lender Owners are liable in respect of such insurances shall on demand be repaid premiums or calls arising in connection with the Owners’ Insurances; and (vi) written evidence is provided, to the Lender for the account reasonable satisfaction of the Lender and until repayment shall be added to Managers, of compliance by the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers Owners with their obligations under Clause 6 within a reasonable time of the insurance for commencement of the said sum may be exercised Agreement, and of each renewal date and, if specifically requested, of each payment date of the Owners’ Insurances. 6.2. Insofar as it affects the superintendent and other shore staff employed by the Lender;Managers in connection with this Agreement, the Managers shall procure and maintain at their own expense appropriate insurance cover with first class insurers in respect of death or injury to such superintendents or shore staff, and such insurance shall comply with all applicable law. 6.3. Managers shall name Owners as co-assureds on this insurance cover, and Managers agree to waive all subrogation rights against Owners that might arise under this entire Clause 6.

Insurance Policies. (a) As of the date at which Cellectis and its Affiliates cease to hold in excess of 50% of the outstanding shares of Common Stock, or at any time before Cellectis and its Affiliates cease to hold in excess of 50% of the outstanding shares of Common Stock, at Cellectis’ request (the “Coverage End Date”), the coverage under all Shared Insurance Policies shall continue in force only for the benefit of Cellectis and other members of the Cellectis Group and not for the benefit of the Company or any other member of the Company Group. Effective from and after the Coverage End Date, the Company shall arrange for its own Insurance Policies with respect to the Company Business covering all periods (whether prior to or following the Coverage End Date) and agrees not to seek, through any means, benefit from any of Cellectis’ or its Affiliates’ Insurance Policies that may provide coverage for claims relating in any way to the Company Business following the Coverage End Date. (b) Where Shared Insurance Policies with an unaffiliated third party insurer (and excluding, for the avoidance of doubt, any self-insurance, captive insurance or similar program) cover Company Liabilities reported after the Coverage End Date but are with respect to an occurrence prior to the Coverage End Date, under an occurrence-based Shared Insurance Policy (collectively, “Covered Claims”), then the members of the Company Group may notify Cellectis of such claim and Cellectis shall seek coverage for such Covered Claims under such Shared Insurance Policies, control the prosecution and defense of such Covered Claims and forward any insurance recoverables with respect thereto, without any prejudice or limitation to Cellectis seeking insurance under the Shared Insurance Policies for its own claims. After the Coverage End Date, Cellectis shall procure and administer the Shared Insurance Policies, provided that such administration shall in no way limit, inhibit or preclude the right of the members of the Company Group to insurance coverage thereunder in accordance with this Section 3.05(b), in each case, with respect to Covered Claims. The Borrower Company shall take out promptly notify Cellectis of any Covered Claims, and Cellectis agrees to reasonably cooperate with the Company concerning the pursuit by the Company of any such Covered Claim, in each case at the expense of the Company (to the extent such expenses are not covered by the applicable Shared Insurance Policies). (c) The Company shall be responsible for complying with terms of the Shared Insurance Policies to obtain coverage for such Covered Claims, including if the Shared Insurance Policy requires any payments to be made in connection therewith (including self-insured retentions or deductibles), and the Company shall make any such required payments and maintain any required or cause appropriate accruals or reserves for such Covered Claims. Any proceeds received by Cellectis from any insurance carrier that relate to Covered Claims shall be taken out paid promptly to the Company. In the event that Covered Claims relate to the same occurrence for which Cellectis is seeking coverage under such Shared Insurance Policies and maintained all risks policies for which the Parties have a shared defense, the Company and Cellectis shall jointly defend any such claim and waive any conflict of insurance interest necessary to conduct a joint defense, and shall bear any expenses in connection therewith on a pro rata basis in proportion to the joint names of the Borrower and the Lender with such insurance company approved by the Lender, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full assessed value of the construction cost claim or claims against such Party (to the extent such expenses are not covered by the applicable Shared Insurance Policies), including self-insured retentions or deductibles. In the event that policy limits under an applicable Shared Insurance Policy are not sufficient to fund all claims of Cellectis and pilingmembers of the Cellectis Group and the Company and members of the Company Group, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and such policies any amounts simultaneously due shall be in such amounts and shall contain such terms and provisions as shall be approved by the Lender and shall and thereafter upon issuance of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit paid to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender respective entities in respect of such insurances shall on demand be repaid proportion to the Lender for the account assessed value of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;each respective entity’s claim or claims.

Insurance Policies. The Borrower (a) Seller shall take out use commercially reasonable efforts, and shall cause the Nordic Companies to use their respective commercially reasonable efforts, to maintain all Policies (or comparable Policies providing substantially similar coverage with respect to the Nordic Companies) in full force and effect at all times up to and including the Closing, and shall pay all premiums, deductibles and retro-adjustment xxxxxxxx, if any, with respect thereto covering all periods, and ensuring coverage of the Nordic Business, up to and including the Closing. (b) With respect to any and all events or circumstances affecting the Nordic Business which could reasonably be the subject of a claim under a Policy that provides coverage with respect to the Nordic Companies which are known prior to the Closing to the employees of Seller or its Affiliates who are responsible for making claims under such Policies, Seller shall, and shall cause its Affiliates to, use commercially reasonable efforts to submit the applicable claims prior to the Closing. (c) Other than as provided in this Section 3.7(c), from and after the Closing, Buyer agrees that it shall not (and shall cause its Affiliates not to) make any claim against Seller or any of its Affiliates, or to any carrier under any Policy of Seller or its Affiliates, alleging that Buyer or any of its Affiliates (including the Nordic Companies) is entitled to coverage or reimbursement under any such Policy. Notwithstanding the foregoing, where any Policy of Seller or its Affiliates with an unaffiliated third party insurer (and excluding, for the avoidance of doubt, any self-insurance, captive insurance or similar program) provides coverage with respect to any Nordic Business Liabilities that (i) constitute claims existing prior to the Closing or (ii) relate to claims made after the Closing with respect to an occurrence prior to the Closing under an occurrence-based policy (collectively, “Covered Claims”), the Nordic Companies may claim coverage under such Policies, control the prosecution and defense of such Covered Claims and receive any insurance recoverables with respect thereto. After the Closing, Seller and its Affiliates shall administer the applicable Policies, provided that such administration shall in no way limit, inhibit or preclude the right of the Nordic Companies to insurance coverage thereunder in accordance with this Section 3.7(c), in each case, with respect to Covered Claims. Buyer shall promptly notify Seller of any Covered Claims, and Seller agrees to cooperate with the Nordic Companies concerning the pursuit by the Nordic Companies of any such Covered Claim, in each case at the expense of Buyer (to the extent such expenses are not covered by the applicable Policies). Buyer shall be responsible for complying with terms of the applicable Policies to obtain coverage for such Covered Claims, including if the applicable Policy requires any payments to be made in connection therewith, and Buyer shall make or cause to be taken out made any such required payments. Any proceeds received by Seller or its Affiliates from any third-party insurance carrier that relate to Covered Claims shall be paid promptly to the applicable Nordic Company. In the event that Covered Claims relate to the same occurrence for which Seller or its Affiliates is seeking coverage under such Policies, Seller and maintained all risks policies Buyer shall cause their applicable Affiliates to jointly defend any such claim of insurance interest necessary to conduct a joint defense, and shall bear any expenses in connection therewith equally (to the joint names of the Borrower and the Lender with extent such insurance company approved expenses are not covered by the Lenderapplicable Policies). In the event that policy limits under an applicable Policy are not sufficient to fund all Covered Claims and any other applicable claims of Seller or its Affiliates, fully insuring amounts due under the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and such policies applicable Policy shall be in such paid on a first come first served basis, and any amounts and shall contain such terms and provisions as simultaneously due shall be approved by the Lender and shall and thereafter upon issuance of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit paid to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender respective entities in respect of such insurances shall on demand be repaid proportion to the Lender for amounts which otherwise would be due were the account limits of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;liability infinite.

Insurance Policies. Insurance required under Section 9.1 shall be written by companies duly qualified to do business in the state where the Project is located and shall be reasonably satisfactory in all respects to Landlord, and, if required, the holder of any mortgage or deed of trust against the Project. The Borrower companies providing such insurance shall take out deliver to Tenant and maintain Landlord copies of such policies or cause certificates evidencing the existence and amount of such insurance. No such policy shall be cancelable or subject to reduction of coverage or modification except after twenty (20) days prior written notice to Landlord and such other persons designated by Landlord. At least ten (10) days prior to the expiration of such policies, Landlord may on notice to Tenant order such insurance and charge the cost to Tenant as Additional Rent. Tenant shall not do, or permit anything to be taken out done which will invalidate the insurance policies furnished pursuant to Section 9.1 or by Landlord and maintained shall comply with all risks policies requirements imposed by Landlord's insurers, unless such compliance is expressly waived in writing by Landlord. Landlord may from time to time require that the policy limits of insurance in the joint names of the Borrower and the Lender with any or all such insurance company approved be increased to reflect the effects of inflation and changes in normal commercial insurance practices. Each insurance policy referred to above shall, to the extent applicable, contain standard non-contributory mortgagee clauses in favor of any mortgagee of Landlord. Each policy required to be carried by Tenant shall also provide that any loss otherwise payable thereunder shall be payable notwithstanding (i) any act or omission of Landlord or Tenant which might, absent such provision, result in a forfeiture of all or a part of such insurance payment, (ii) the Lender, fully insuring the Property and the Project and all other properties and assets occupation or use of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction any of the Project and before for purposes more hazardous than permitted by the issuance provisions of such policy, (iii) any foreclosure or other action or proceeding taken by any mortgagee of Landlord pursuant to any provision of the Temporary Occupation Permit including maintenance periodmortgage held by such mortgagee upon the happening of an event of default therein, or (iv) against, inter alia, loss any change in title or damage by fire covering the full value ownership of any of the construction cost and piling, workmen's compensation and public liability and Project. Tenant shall pay as they become due all other risks commonly covered with respect to property and projects of a similar kind and such policies shall be in such amounts premiums for the insurance required by this Lease and shall contain such terms and provisions as shall be approved by renew or replace each policy. In the Lender and shall and thereafter upon issuance event of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit to the Lender receipts for such payment, and if the Borrower fails Tenant's failure to comply with any of the provisions foregoing requirements of this sub-clause Section 9.2 within the Lender may at its discretion earlier of five (but without any obligations on its part 5) days after receipt of notice of impending cancellation or five (5) days of written notice from Landlord, Landlord shall be entitled to do so) have procure such insurance. Any sums expended by Landlord in procuring such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear by Tenant, together with interest thereon at the Default Interest Rate and all other statutory powers Rate, from the time of the insurance for the said sum may be exercised payment by the Lender;Landlord until fully paid by Tenant immediately upon written demand therefor by Landlord.

Insurance Policies. The Borrower (i) Not more frequently than once every three (3) years, if in the reasonable opinion of Agency the amount or type of any insurance at that time is not adequate, Redeveloper shall take out either acquire or increase the insurance coverage as reasonably required by Agency. (ii) All insurance required under this Lease shall be issued by companies having a Best's rating of B++vi or better and maintain otherwise reasonably satisfactory to Agency. Redeveloper shall deliver to Agency copies of policies of such insurance or cause certificates evidencing the existence and amounts of such insurance with loss payable clauses as required by this Section 28. No such policy shall be cancelable or subject to reduction of coverage or other modification except after thirty (30) days' prior written notice to Agency. Redeveloper shall, at least thirty (30) days prior to the expiration of such policies, furnish Agency with renewals or "binders" thereof. Redeveloper shall not do or permit to be taken out and maintained all risks done anything which shall invalidate the insurance policies referred to in this Section 28. All policies of insurance shall name Agency and the City and their members, council members, officers, employees and agents, and any additional parties designated by Agency, as additional insureds (except to the extent Agency is the loss payee or a Lenders Loss Payable endorsee). (iii) Redeveloper shall not use the Property in any manner, even if the use is for the purposes permitted herein, that will result in the joint names cancellation of any insurance required under this Lease. Redeveloper further agrees not to keep on the Borrower and Property or permit to be kept, used, or sold thereon, anything prohibited by any fire or other insurance policy covering the Lender with Property. (iv) If Redeveloper shall fail to obtain any insurance required under this Lease, Agency may, at its election, obtain such insurance company approved by and Redeveloper shall, as additional rent, reimburse Agency for the Lendercost thereof plus a handling charge equal to Agency's costs in obtaining such insurance including but not limited to staff salaries and overhead, fully insuring within five (5) days following demand therefor. If Redeveloper fails or refuses to maintain insurance as required hereunder, or fails to provide the Property proof of insurance, or fails to reimburse Agency for all costs of insurance including the handling charges, Agency shall have the right to declare this Lease in default without further notice to Redeveloper, and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and such policies Agency shall be entitled to exercise all legal remedies for breach of this Lease. (v) All insurance required to be provided hereunder is in such amounts addition to, and shall contain such terms and provisions as shall be approved by the Lender and shall and thereafter upon issuance of the Temporary Occupation Permitnot in lieu of, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or indemnity provisions of Sections 17(f) and 17(g) hereof. The procuring of such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said required policies of insurance shall not be construed to limit Redeveloper's liability hereunder, nor to fulfill the indemnification provisions and submit to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions requirements of this sub-clause Lease. (vi) Redeveloper shall maintain the Lender may at its discretion insurance described herein from and after the earlier of (but without any obligations on its part to do soA) have such insurance effected at the cost close of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender escrow for the account Convention Center Parcel or (B) the date Redeveloper accepts possession of the Lender any Parcel, through and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;expiration or sooner termination hereof.

Insurance Policies. (a) EXHIBIT 4-8, annexed hereto, is a schedule of all material insurance policies owned by the Loan Parties or under which the Loan Parties are the named insured as of the date hereof . Each of such policies is in full force and effect. None of the issuers (to the Borrower’s knowledge) of any such policy, have provided notice that the Loan Parties are in default or violation of any such policy. (b) The Borrower Loan Parties shall take out have and maintain or cause at all times insurance covering such risks, in such amounts, containing such terms, in such form, for such periods, and written by such companies as may be reasonably satisfactory to be taken out and maintained all risks policies of insurance in the joint names of the Borrower and the Lender with . The coverage reflected on EXHIBIT 4-8 presently satisfies the foregoing requirements, it being recognized by the Loan Parties, however, that such requirements may change hereafter to reflect changing circumstances. All insurance carried by the Loan Parties shall provide for a minimum of fourteen (14) days’ written notice of cancellation to the Lender and all such insurance company approved by which covers the Collateral shall include an endorsement in favor of the Lender, fully insuring as loss payee and additional insured, which endorsement shall provide that the Property insurance, to the extent of the Lender’s interest therein, shall not be impaired or invalidated, in whole or in part, by reason of any act or neglect of the Loan Parties or by the failure of the Loan Parties to comply with any warranty or condition of the policy. In the event of the failure by the Loan Parties to maintain insurance as required herein, the Lender , at its option, may obtain such insurance, provided, however, the Lender’s obtaining of such insurance shall not constitute a cure or waiver of any Event of Default occasioned by the Loan Parties’ failure to have maintained such insurance. The Loan Parties shall furnish to the Lender certificates or other evidence satisfactory to the Lender regarding compliance by the Loan Parties with the foregoing insurance provisions. (c) After the occurrence, and during the Project continuance, of an Event of Default, the Loan Parties shall each advise the Lender of each claim made by a Loan Party under any policy of insurance which covers the Collateral and will permit the Lender, at the Lender’s option in each instance, to the exclusion of the Loan Parties, to conduct the adjustment of each such claim. The Loan Parties each hereby appoint the Lender as such Loan Party’s attorney in fact, exercisable after the occurrence, and during the continuance, of an Event of Default, to obtain, adjust, settle, and cancel any insurance described in this section and to endorse in favor of the Lender any and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance drafts and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered instruments with respect to property such insurance. This appointment, being coupled with an interest, is irrevocable until this Agreement is terminated by a written instrument executed by a duly authorized officer of the Lender. The Lender shall not be liable on account of any exercise pursuant to said power except for any exercise in actual willful misconduct and projects bad faith. The Lender may apply any proceeds of a similar kind and such policies shall be insurance against the Liabilities, whether or not such have matured, in such amounts and shall contain such terms and provisions order of application as shall be approved by the Lender and shall and thereafter upon issuance of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;determine.

Insurance Policies. The Borrower shall take out and maintain or cause Insurance required to be taken out maintained by Tenant shall be written by companies (i) licensed to do business in the State of California, (ii) domiciled in the United States of America, and maintained all risks (iii) having a "General Policyholders Rating" of at least A-:VIII as set forth in the most current issue of "A.M. Best's Rating Guides" or similar publication. Any deductible amounts under any of the insurance policies actually procured by Tenant and as required hereunder is not in substitution of the limits of insurance coverage which must be maintained by Tenant, rather such deductibles are Tenant's self-insured retention for which Tenant shall be wholly responsible. Tenant shall deliver to Landlord certificates of insurance together with a true and complete copy of any waiver of subrogation endorsement required herein for the insurance required to be maintained by Tenant hereunder at the time of execution of this Lease by Tenant. If at any time Tenant is in default of its obligations under this Lease beyond any applicable cure periods, Tenant will deliver to Landlord a copy of any other endorsements to the joint names insurance policies obtained by Tenant upon Landlord's request therefor. Tenant shall, at least five (5) days prior to expiration of the Borrower and the Lender each policy, furnish Landlord with such insurance company approved by the Lender, fully insuring the Property and the Project and all other properties and assets certificates of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss renewal or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and "binders" thereof. Each certificate shall expressly provide that such policies shall not be cancelable or otherwise subject to material reduction of coverage except after thirty (30) days prior written notice to the parties named as additional insureds as required in this Lease (except for cancellation for nonpayment of premium, in which event cancellation shall not take effect until at least ten (10) days' notice has been given to Landlord), as such amounts certificates are reasonably acceptable to the insurers issuing such policies and shall contain such terms and provisions as shall be approved by is customarily provided to landlords in the Lender and shall and thereafter upon issuance general vicinity of the Temporary Occupation Permit, Premises. Tenant shall have the Lender shall arrange for either a mortgagee interest or fire right to provide insurance as may be decided by the Lender coverage which it is obligated to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit carry pursuant to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions terms of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such Lease under a blanket insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;policy.

Insurance Policies. The Borrower term “Insurance Policies” shall take out and maintain mean insurance policies (or cause a blanket policy endorsed in a manner satisfactory to be taken out and maintained all risks policies Lender) issued by companies acceptable to Lender which have an A.M. Best’s rating of insurance in the joint names of the Borrower and the Lender with such insurance company approved at least Class A covering loss by the Lenderperils, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policyhazards, Public Liability Insurance liabilities and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost casualties and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and such policies shall be in such amounts as required by Lender. All physical damage policies and renewals shall contain such terms and provisions as shall be approved by the Lender and shall and thereafter upon issuance of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the standard mortgage clause naming Lender as mortgagee, such policies which clause shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained expressly state that any breach of any condition or warranty by the Lender; the Borrower shall punctually pay all premia payable in respect not prejudice the rights of the said policies of insurance and submit to the Lender receipts for under such paymentinsurance, and if the Borrower fails to comply with the provisions a loss payable clause in favor of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for personal property, contents, inventory, equipment, loss of rents and business interruption. All liability policies and renewals shall name Lender as an additional insured. All policies shall include a provision requiring that the account insurer give Lender 60 days prior written notice of non-renewal, cancellation or modification. No additional parties shall appear in the mortgagee loss payable clause without Lender’s prior written consent, except as such may be required by a blanket policy. All deductibles shall be in amounts reasonably acceptable to Lender. In the event of the Lender and until repayment shall be added foreclosure of one or more of the Deeds of Trust or any other transfer of title to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers Property in full or partial satisfaction of the Credit Facility, all right, title and interest of Borrower in and to all casualty insurance policies and renewals thereof then in force shall, to the extent such interest is transferable, pass to the purchaser or grantee. Without limiting the generality of the foregoing, the term “Insurance Policies” shall also mean: (a) during the period of any construction as to any part of the Property, (i) all-risks form of builder’s risk insurance (on a completed value, non-reporting form), (ii) contractor’s liability, worker’s compensation and employer’s liability insurance, (iii) professional liability insurance for architects and engineers, (iv) commercial general liability insurance and excess umbrella liability insurance, (v) contractual liability insurance, (vi) flood insurance and (vii) all-risks form of property insurance on personal property (including personal property stored offsite); and (b) after all the said sum construction of the Property is complete, (i) all-risks form of property insurance covering real and personal property, (ii) commercial general liability insurance, (iii) worker’s compensation and employer’s liability insurance, (iv) contractual liability insurance, and (v) flood insurance; and (c) such other insurance, if any, as Lender may be exercised require from time to time, or which is required by the Lender;Deed of Trust.

Insurance Policies. The Borrower During the Interim Period, the Buyers shall take out and maintain or cause use its best efforts to be taken out and maintained all risks policies of insurance in procure the joint names of Buyer Insurance Policy. If the Borrower and Buyers procure the Lender with such insurance company approved by the Lender, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Buyer Insurance Policy, Public Liability until the expiration of Survival Period the Buyers shall thereafter maintain such Buyer Insurance Policy in full force and effect and not amend or permit the Buyer Insurance Policy to be canceled or terminated; provided, that if the Buyer Insurance Policy is canceled or terminated for reasons not attributable to the Buyers, the Buyers shall not be deemed to have breached the foregoing covenant, but, if the Sellers request, the Buyers thereafter shall use their best efforts to reinstate or replace the Buyer Insurance Policy with another policy having endorsements, retention/deductible requirements and coverage limits no less favorable to the Buyers than those set forth on Exhibit G hereto, issued by an Acceptable Insurance Company, so long as the Buyers pay the premium therefor as provided in the next succeeding sentence, disregarding the limitation thereon set forth in Exhibit G. The Sellers shall pay the premium (including broker’s commissions, due diligence fee and taxes) and retention for the Buyer Insurance Policy during the Survival Period, not to exceed the amount set forth on Exhibit G. The Sellers shall pay the premium (including any commission fee and related taxes) and underwriting fee for the Environmental Insurance, not to exceed $50,000, and the Buyers shall pay any amount in excess thereof, provided that the Buyers shall pay the premium (including any commission fee and related taxes) and underwriting fee for the Environmental Insurance for the Xxxxxxx Project. In addition, the Sellers shall provide such cooperation and support as the Buyers may reasonably request such that the Buyers may procure the Buyer Insurance Policy and Environmental Insurance, including (i) allowing the Buyers and potential insurers and their respective representatives to have access upon reasonable notice to any Project and Project site for the purpose of conducting noninvasive inspections thereof, (ii) providing copies of environmental assessments, operating records and other usual risks covering information within the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss Buyers’ possession or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly control relating to matters to be covered with respect to property and projects of a similar kind and such policies shall be in such amounts and shall contain such terms and provisions as shall be approved by the Lender Buyer Insurance Policy or Environmental Insurance (other than materials protected by attorney-client privilege or attorney work product privilege), and shall (iii) providing potential insurers and thereafter upon issuance of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit their representatives access to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;Electronic Data Room.

Insurance Policies. The (i) Borrower shall take out will, and will cause each Borrower Subsidiary to, maintain or cause to be taken out maintained, with financially sound and maintained all risks policies reputable insurers, such public liability insurance, third party damage insurance, business interruption insurance and all-risk hazard and other casualty insurance with respect to bodily injury and liabilities, losses or damage in respect of insurance in the joint names assets, properties and businesses of the Borrower and the Lender Borrower Subsidiaries as may customarily be carried or maintained under similar circumstances by companies of similar size engaged in similar businesses and owning similar properties, in each case in such amounts with such insurance company approved by deductibles, covering such risks and otherwise on such terms and conditions as is customary for companies similarly situated in the Lenderindustry, fully insuring the Property which policies and the Project related coverages, deductibles, terms and all other properties and assets conditions will be acceptable to Lender. (ii) Without limiting the generality of the clause (i) of this Section 5.1.1, Borrower comprised in the Mortgage of the Property and of shall cause each Borrower Subsidiary that owns an insurable nature (including Contractor's All Risks Insurance PolicyIndividual Property, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction at its sole cost and pilingexpense, workmen's compensation to obtain and public liability and all other risks commonly covered maintain during the entire Term with respect to property and projects of a similar kind such Individual Property, insurance policies for such Borrower Subsidiary and such Individual Property as required under the terms of the applicable Mortgage. (iii) With respect to the Mortgage Loans, Borrower shall at all times maintain (or cause to be maintained) the insurance policies and coverages required under the Mortgage Loan Documents. (b) All insurance provided for in Section Section 5.1.1 shall be obtained under valid and enforceable policies (collectively, the “Policies” or in such amounts the singular, the “Policy”) and shall contain be subject to the approval of Lender as to form and substance, including insurance companies, amounts, deductibles, loss payees and insureds. Not less than ten (10) days prior to the expiration dates of the Policies theretofore furnished to Lender, certificates of insurance evidencing the Policies (and, upon the written request of Lender, copies of such terms and provisions as Policies) accompanied by evidence satisfactory to Lender of payment of the premiums then due thereunder (the “Insurance Premiums”), shall be approved delivered by Borrower to Lender. (c) Any blanket insurance Policy shall specifically allocate to each Individual Property the amount of coverage from time to time required hereunder and shall otherwise provide the same protection as would a separate Policy insuring only each Individual Property in compliance with the provisions of Section 5.1.1(a). (d) Each policy of insurance will (a) name Lender and shall its successors and/or assigns as an additional insured in respect of public liability policies and thereafter upon issuance (b) in the case of the Temporary Occupation Permiteach business interruption and property or casualty insurance policy, the Lender shall arrange for either contain a lender loss payable or mortgagee interest clause or fire insurance as may be decided by the Lender to cover the loan amount or replacement costendorsement, as the case may be, satisfactory in form and substance to Lender, that names Lender, as the loss lender payee or mortgagee thereunder, as the case may be, and provides for at least thirty days (or ten days in the case of nonpayment of premiums) prior written notice to Lender of any cancellation of such other amount policy and any modification of such policy that reduces or releases coverage, increases deductible amounts or otherwise adversely limits or affects the protection afforded by such policy. (e) If at any time Lender is not in receipt of written evidence that all insurance required hereunder is in full force and effect, Lender shall have the right, with notice to Borrower, to take such action as may Lender deems reasonably necessary to protect its interests in the Real Property, including the obtaining of such insurance coverage as Lender in its sole discretion deems reasonably appropriate and all premiums incurred by Lender in connection with such action or in obtaining such insurance and keeping it in effect shall be determined paid by Borrower to Lender upon ten (10) days prior written demand and until paid shall be secured by the Lender in the joint names of the Borrower as the owner Mortgages and the Lender as mortgagee, such policies Pledge Agreements and shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;Rate.

Insurance Policies. The Borrower During the Term, Sublessee shall take out procure and maintain in full force and effect and at Sublessee's sole cost and expense, the following policy or cause policies of insurance: (i) All risk property, fire, and extended coverage insurance, including without limitation, coverage of vandalism and malicious mischief, including a sprinkler leakage endorsement, in an amount equal to be taken out one hundred percent (100%) of the full insurance replacement value (replacement cost new, including debris removal and maintained all risks demolition) of the Alterations, if any, and personal property owned or installed by Sublessee on the Premises. (ii) Commercial general liability insurance, insuring Sublessee's activities and those of Sublessee's employees, agents, servants, licensees and invitees with respect to the Premises against loss, damage or liability for injury or death of any person or loss or damage to property occurring on the Premises or as a result of occupancy or use of the Premises and contractual liability coverage for obligations assumed under this Sublease, with a limit of not less than Five Hundred Thousand Dollars ($500,000) per person and One Million Dollars ($1,000,000) per occurrence for injury to any number of persons or property damage, or both, in any one occurrence. Each policy or policies of insurance obtained by Sublessee in connection with the joint names Premises shall, to the extent the same can be obtained without undue expense, include a clause or endorsement denying the insurer any rights of subrogation against Sublessor to the extent rights have been waived by the insured prior to the occurrence of injury or loss. Sublessee waives any rights of recovery against Sublessor for injury or loss due to hazards covered by insurance containing such a waiver of subrogation clause or endorsement to the extent of the Borrower injury or loss covered thereby. Upon execution of this Sublease (and from time to time, no later than thirty (30) days prior to the Lender with expiration of each insurance policy) Sublessee shall furnish to Sublessor a certificate of insurance issued by the insurance carrier of each policy of insurance carried by Sublessee pursuant hereto, a copy of which certificate is attached hereto as Exhibit C. Such certificates of insurance shall reflect that Sublessor and Master Lessor are additional insureds and that such insurance company approved by the Lender, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and such policies shall not be in such amounts and shall contain such terms and provisions as shall be approved by the Lender and shall and thereafter upon issuance cancelable, subject to reduction of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may becoverage, or such any other amount as may be determined by the Lender in the joint names material amendment without a minimum of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered thirty (30) days prior written notice to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;Sublessor.

Insurance Policies. The Borrower shall take out and maintain or cause to be taken out and maintained all risks 8.3.1 All policies of insurance referred to in Section 8.1 (whether obtained by the joint names Obligors or any Material Project Counterparty) shall show the interests of the Borrower Collateral Agent as mortgagee and/or loss payee if its interests may appear under policies covering physical loss or damage and the Lender Collateral Agent as additional insured under liability policies (excluding automobile liability, US workers compensation and professional liability) and shall provide that they shall not be cancelled, lapsed or materially altered without thirty (30) days’ prior written notice to the Collateral Agent (other than for non-payment, which shall require fifteen (15) days’ prior written notice after non-payment has occurred) to the Collateral Agent. 8.3.2 Unless otherwise amended from time to time with such insurance company approved by the consent of the Lender, fully insuring all policies of insurance required hereunder shall be satisfactory to the Property Insurance Consultant and shall include the Project endorsements, which shall be reasonable and all available on commercially reasonable terms, the Insurance Consultant considers advisable. In the event any insurance (including the limits or deductibles thereof) hereby required to be maintained (other properties and assets of the Borrower comprised than insurance required by Law to be maintained) shall not be available on commercially reasonable terms in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and such policies shall be in such amounts and shall contain such terms and provisions as shall be approved by the Lender and shall and thereafter upon issuance of the Temporary Occupation Permitcommercial insurance market, the Lender shall arrange for either a mortgagee interest or fire insurance as may not unreasonably withhold its agreement to waive such requirement; provided, however, that (i) the Obligors shall first request any such waiver in writing, which request shall be decided accompanied by written reports prepared by the Lender applicable Obligor and its insurance broker(s) certifying that such insurance is not available on commercially reasonable terms in the commercial insurance market for projects of similar type and scale (and, in any case where the required amount is not so available, certifying as to cover the loan maximum amount or replacement costwhich is so available) and explaining in detail the basis for such conclusions, as the case may beform and substance of such reports to be reasonably acceptable to the Lender. At any time after the granting of any such waiver (but not more than once every twelve (12) months), or such other amount as may be determined by the Lender may request, and the Borrower shall furnish to the Lender within thirty (30) days after such request, supplemental reports acceptable to the Lender updating the prior reports and reaffirming such conclusion. Any such waiver shall be effective only so long as such insurance shall not be available on commercially reasonable terms in the joint names commercial insurance market, it being understood that the failure of the Borrower as the owner and the Lender as mortgagee, to timely furnish any such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies supplemental report shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit to the Lender receipts for conclusive evidence that such payment, and if the Borrower fails to waiver is no longer effective because such condition no longer exists. 8.3.3 The Obligors will comply with the provisions all terms of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have all such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;policies.

Insurance Policies. The Borrower (a) Sellers’ Representative shall take out purchase the supplemental “extended reporting period” provided for in Endorsement 7 of the Premises Pollution Insurance Policy (the “Supplemental ERP”) for an additional thirty-six (36) months with an effective date of September EAST\134549672.25 63 29, 2017; provided, that fifty percent (50%) of the cost (including underwriting fee, premium, premium taxes, and any broker expenses) related to the purchase of the Supplemental ERP shall be treated as Cash and Cash Equivalents for purposes of calculating the Purchase Price. Sellers’ Representative shall on or prior to Closing deliver to Buyer (i) an e-mail from the relevant underwriter or insurer confirming that the Sellers’ Representative has purchased the Supplemental ERP and (ii) evidence that the premium for the Supplemental ERP has been paid. Unless the Sellers’ Representative causes the “first named insured” in the Premises Pollution Insurance Policy to be changed from Holdings Seller to that of the Company, then from and after the date hereof until the expiration of the extended reporting period contemplated by the Supplemental ERP, Sellers’ Representative shall use its commercially reasonable efforts to maintain coverage under the Premises Pollution Insurance Policy and shall promptly notify Buyer of any communication relating to the Premises Pollution Insurance Policy, the coverage thereunder, or cause any of the properties insured thereunder, provided that the Sellers shall be under no obligation to purchase any additional coverage or extension period or otherwise renew the Premises Pollution Insurance Policy once it expires or terminates. From and after the Closing, Buyer shall control any actions to be taken out and maintained all risks policies of insurance in the joint names of the Borrower and the Lender with such insurance company approved by the Lender, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and such policies shall be in such amounts and shall contain such terms and provisions as shall be approved by the Lender and shall and thereafter upon issuance of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies Premises Pollution Insurance Policy, in its sole discretion. Sellers’ Representative shall reasonably cooperate with and upon reasonable request, take direction from Buyer (at Buyer’s sole cost and expense) with respect to any claims or any other matters noticed thereunder. For the avoidance of insurance doubt, if the Sellers’ Representative causes the “first named insured” in the Premises Pollution Insurance Policy to be changed to that of the Company as above, Holdings Seller shall continue to be an “additional insured” under such Premises Pollution Insurance Policy (including the Supplemental ERP). (b) Sellers’ Representative shall purchase the optional extension period (the “Xxxxxxx OEP”) provided for in the Xxxxxxx Breach Response Policy No. W199BB150101 (the “Xxxxxxx Policy”) for 12 months with an effective date of the Closing Date; provided, that the net cost (including underwriting fee, premium, premium taxes, and submit any broker expenses) related to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost purchase of the Borrower Xxxxxxx OEP shall be treated as Cash and all moneys paid Cash Equivalents for purposes of calculating the Purchase Price. Sellers’ Representative shall on or prior to Closing deliver to Buyer (i) an e-mail from the relevant underwriter or insurer confirming that the Sellers’ Representative has agreed to purchase the Xxxxxxx OEP with an effective date of the Closing Date and (ii) evidence that the premium for the Xxxxxxx OEP has been paid. Unless the Sellers’ Representative causes the “Named Insured” designated in Item 1 of the declarations of the Xxxxxxx Policy to be changed from Holdings Seller to that of the Company, then, from and after the date hereof until the expiration of the option extension period contemplated by the Lender Xxxxxxx OEP, Sellers’ Representative shall use its commercially reasonable efforts to maintain coverage under the Xxxxxxx Policy and shall promptly notify Buyer of any communication relating to the Xxxxxxx Policy or to the coverage thereunder, provided that the Sellers shall be under no obligation to purchase any additional coverage or extension period or otherwise renew the Xxxxxxx Policy once it expires or terminates. From and after the Closing, Buyer shall assume the conduct and control of any actions required to be taken in respect of the Xxxxxxx Policy, in its sole discretion. Sellers’ Representative shall reasonably cooperate with and upon reasonable request take direction from Buyer (at Buyer’s sole cost and expense) with respect to any claims or any other matters noticed thereunder. For the avoidance of doubt, if the Sellers’ Representative causes the “first name insured” in the Xxxxxxx Policy to be EAST\134549672.25 64 changed to that of the Company, Holdings Seller shall continue to be an “additional insured” under such insurances Xxxxxxx Policy (including the Xxxxxxx OEP). (c) Sellers’ Representative shall, at the written reasonable request of Buyer, transfer any proceeds received under the Existing Holdings Insurance Policies that pertain to any period on or after the Closing Date to Buyer. For avoidance of doubt, Sellers’ Representative shall on demand be repaid retain its rights under the D&O Tail, the Premises Pollution Insurance Policy (including the Supplemental ERP) and the Xxxxxxx Policy (including the Xxxxxxx OEP) (collectively, the “Claims Made Policies”). Holdings Seller shall have the right to (i) cancel the Existing Holdings Insurance Policies (other than the Claims Made Policies) effective at or after the Closing Date (but in a manner that does not retroactively affect coverage for any Group Company for occurrences, claims, accidents, or events taking place prior to the Lender for Closing Date), or (ii) replace the account “first named insured” in the Existing Holdings Insurance Policies with the name of the Lender and until repayment Company. If Holdings Seller chooses not to so cancel or replace the name of the “first named insured”, then Sellers’ Representative shall be added use commercially reasonable efforts to not modify, impair, eliminate, or reduce coverage for any Group Company for occurrences, claims, accidents, or events taking place prior to the principal moneys hereby secured Closing Date. From and bear interest at after the Default Interest Rate and all other statutory powers Closing, Buyer shall control any actions to be taken in respect of the Existing Holdings Insurance Policy, in its sole discretion. Sellers’ Representative shall reasonably cooperate with and upon reasonable request take direction from Buyer (at Buyer’s sole cost and expense) with respect to any claims or any other matters noticed thereunder. (d) With regard to any insurance for policy on Schedule 3.14 where the said sum may be exercised by first named insured is a Group Company, during the Lender;Pre-Closing Period, Sellers shall cause the respective Group Company to not cancel or modify coverage under such policies.

Insurance Policies. The Borrower (a) Buyer covenants and agrees that following Closing, Buyer will not amend or modify the R&W Insurance Policy in any manner whatsoever that would adversely affect Seller, including with respect to subrogation. Buyer covenants and agrees that with respect to any Claim for Indemnification for which coverage may reasonably be available under the R&W Insurance Policy, Buyer shall give prompt notice of that Claim for Indemnification under the R&W Insurance Policy (an “R&W Insurance Coverage Claim”). Buyer further covenants and agrees that it shall use commercially reasonable efforts to pursue to a favorable conclusion any R&W Insurance Coverage Claim, including complying with all applicable terms and conditions under the R&W Insurance Policy and shall supplement such R&W Insurance Coverage Claim as reasonably warranted. However, Buyer shall not be required to initiate any Proceeding in connection with any R&W Insurance Coverage Claim. In the event that Seller reasonably requests that Buyer initiate a Proceeding in connection with an R&W Insurance Coverage Claim, Buyer shall initiate such Proceeding, and Seller will assume the conduct and control, through counsel of its own choice reasonably satisfactory to Buyer and at the sole expense of Seller, the prosecution of such Proceeding. Seller shall permit Buyer to participate in such prosecution through counsel chosen by Buyer; provided that the fees and expenses of such counsel chosen by Buyer shall be borne solely by Buyer. Seller covenants and agrees to keep Buyer promptly informed of all material developments with respect to such Proceeding and to not take out any action that would be detrimental to otherwise adversely affect Buyer in connection with such Proceeding. Any settlement or compromise of such Proceeding by Seller shall require the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. Buyer covenants and maintain or agrees to keep Seller promptly informed of all material developments with respect to any R&W Insurance Coverage Claim. (b) Seller covenants and agrees that for a period of five (5) years following Closing, Seller will cause to be taken out maintained in full force and maintained all risks policies of insurance in the joint names effect and will not amend or modify any of the Borrower and the Lender with such insurance company approved by the Lender, fully insuring the Property and the Project and all other properties and assets Insurance Policies set forth in Section 5.16 of the Borrower comprised in Disclosure Schedule with regard to commercial general liability, umbrella, or excess coverage for the Mortgage of Seller, the Property and of an insurable nature Company or the Operating Company (“Seller’s XX Xxxxx”), except to renew Seller’s XX Xxxxx annually or to replace Seller’s XX Xxxxx with other insurance policies on equal or better terms, including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property coverage grants, per occurrence limits and projects of a similar kind and such policies aggregate limits, but not deductibles or retentions; provided that Seller shall be solely responsible for any deductibles or retentions in connection therewith. Seller further covenants and agrees to provide Buyer with a complete copy of all such amounts insurance policies, including their Declarations page and shall contain such terms and provisions as shall be approved by the Lender and shall and thereafter all Endorsements, promptly upon their issuance of the Temporary Occupation Permit, the Lender shall arrange for either in a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit to the Lender receipts for such payment, and if the Borrower fails to comply manner consistent with the Notice provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;of

Insurance Policies. The Borrower shall take out From and maintain or cause after the Closing, the Additional Insured shall, subject to be taken out applicable Law and maintained the terms of such policies, remain entitled to all risks policies of insurance in the joint names rights of the Borrower and Additional Insured under the Lender with such insurance company approved by the Lender, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Applicable Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered Policies with respect to property any claim, act, omission, event, circumstance, occurrence or loss that occurred or existed prior to the Closing (an “Applicable Insurance Event”). In furtherance thereof, to the extent requested from time to time by the Additional Insured or its Affiliates, from and projects after the Closing, the Primary Insured Party shall, at the sole cost and expense of a similar kind the Buyer (if the Seller is the Primary Insured Party) or the Seller (if either Company is the Primary Insured Party), reasonably cooperate with efforts by the Additional Insured to recover all amounts due to Additional Insured from any insurers under any Applicable Insurance Policies with respect to any Pre-Closing Insurance Events and such policies shall be in pay such amounts and shall contain such terms and provisions as shall be approved actually recovered by the Lender and shall and thereafter upon issuance of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable Primary Insured Party in respect of losses incurred by the said policies Additional Insured (less the out of insurance pocket costs and submit expenses actually incurred by the Primary Insured Party in making such recoveries) over to, the Additional Insured or its designated Affiliate. Without limiting the foregoing, to the Lender receipts for such payment, extent requested from time to time by (and at the sole cost and expense of) the Buyer (if the Borrower fails Seller is the Primary Insured Party) or the Seller (if either Company is the Primary Insured Party), the Additional Insured or its Affiliates and to comply the extent the Additional Insured is prohibited from taking such action directly under the Applicable Insurance Policies, from and after the Closing, the Primary Insured Party shall file on behalf of the Additional Insured (or the Business) any claims under any occurrence-based Applicable Insurance Policies that were in effect at any time prior to the Closing that provide coverage, or potentially provide coverage, in whole or in part with respect to any Applicable Insurance Event, including, to the provisions of this sub-clause the Lender may at its discretion extent requested from time to time by (but without any obligations on its part to do so) have such insurance effected and at the sole cost of and expense of) the Borrower Buyer (if the Seller is the Primary Insured Party) or the Seller (if either Company is the Primary Insured Party), making all necessary notifications and submitting all moneys paid by the Lender reasonably required supporting documentation in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;connection therewith.

Insurance Policies. (a) All insurance provided for under this ARTICLE 12 must be effected by policies issued by insurance companies of good reputation and of sound financial responsibility and will be subject to Owner’s reasonable approval. (b) All insurance policies (other than workers’ compensation policies) shall be issued in the name of Landlord with Manager and Owner and any holder of an Authorized Mortgage being named as additional insureds. Landlord or the holder of an Authorized Mortgage shall be named loss payee(s) on any property insurance. (c) The Borrower shall take out and maintain insurance herein required may be brought within the coverage of a so-called blanket policy or cause to be taken out and maintained all risks policies of insurance in carried and maintained by Owner or Manager, provided that such blanket policies fulfill the joint names requirements contained herein. (d) In the event Owner or Manager believes that the then full replacement cost of a Hotel has increased or decreased at any time during the Borrower and Term, such party, at its own cost, shall have the Lender with right to have such insurance company full replacement cost redetermined by an independent accredited appraiser approved by the Lenderother, fully insuring which approval shall not be unreasonably withheld. The party desiring to have the Property full replacement cost so redetermined shall forthwith, on receipt of such determination by such appraiser, give written notice thereof to the other parties. The determination of such appraiser shall be final and binding on the parties hereto until any subsequent determination under this Section 12.2(d), and the Project and all other properties and assets party obligated to maintain insurance hereunder shall forthwith conform the amount of the Borrower comprised insurance carried to the amount so determined by the appraiser. Such replacement value determination will not be necessary so long as a Hotel is insured through a blanket replacement value policy. (e) All insurance policies and endorsements required pursuant to this ARTICLE 12 shall be fully paid for, nonassessable and, except for umbrella, worker’s compensation, flood and earthquake coverage, shall be issued by insurance carriers authorized to do business in the Mortgage state where each Hotel is located, having a general policy holder’s rating of the Property and of an insurable nature no less than B++ in Best’s latest rating guide. (including Contractor's f) All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and such policies shall be in such amounts provide Owner, Manager and shall contain such terms and provisions as shall be approved any holder of an Authorized Mortgage if required by the Lender and shall and thereafter upon issuance same, thirty (30) days’ prior written notice of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest any material change or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or cancellation of such other amount as may be determined by the Lender in the joint names of the Borrower as the owner policy and the Lender as mortgagee, such property insurance policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect provide for a waiver of the said policies of insurance and submit subrogation, to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;extent available.

Insurance Policies. (a) EXHIBIT 4.10 is a schedule of all insurance policies owned by the Borrowers and Guarantors or under which the Borrowers and Guarantors are the named insured. Each of such policies that is material is in full force and effect. Neither the issuer of any such policy nor the Borrowers or Guarantors are in default or violation of any material policy. (b) The Borrowers and Guarantors shall have and maintain at all times insurance covering such risks, in such amounts, containing such terms, in such form, for such periods, and written by such companies as may be reasonable given the nature and magnitude of the Borrower's and Guarantor's business and customary practices in such business. The Agent and the Lenders acknowledge that the coverage reflected on EXHIBIT 4.10 presently satisfies the foregoing requirements, it being recognized by the Borrowers, the Guarantors, the Agent and the Lenders, HOWEVER, that such requirements may change hereafter to reflect changing circumstances. All insurance carried by the Borrowers shall provide for a minimum of thirty (30) days' written notice of cancellation to the Agent and all such insurance which covers the Collateral shall include an endorsement in favor of the Agent, which endorsement shall provide that the insurance, to the extent of the Agent's interest therein, shall not be impaired or invalidated, in whole or in part, by reason of any act or neglect of the Borrowers or Guarantors or by the failure of the Borrowers or Guarantors to comply with any warranty or condition of the policy. In the event of the failure by the Borrowers or Guarantors to maintain insurance as required herein, the Agent, at its option, may obtain such insurance, PROVIDED, HOWEVER, the Agent's obtaining of such insurance shall not constitute a cure or waiver of any Event of Default occasioned by the Borrowers' failure to have maintained such insurance. The Lead Borrower shall take out furnish to the Agent certificates or other evidence satisfactory to the Agent regarding the insurance maintained by the Borrowers and maintain Guarantors. (c) The Lead Borrower shall advise the Agent of each claim in excess of $500,000.00 made by any Borrower or cause to be taken out and maintained all risks policies Guarantor or group of Borrowers or Guarantors under any policy of insurance which covers the Collateral and following the occurrence of an Event of Default will permit the Agent, at the Agent's option in each instance, to the joint names exclusion of the Borrower Borrowers, to conduct the adjustment of each such claim. The Borrowers and Guarantors hereby appoint the Lender with such Agent, effective following the occurrence of an Event of Default, as the Borrowers' and Guarantors' attorney in fact to obtain, adjust, settle, and cancel any insurance company approved by described in this Section 4.10 and to endorse in favor of the Lender, fully insuring the Property and the Project Agent any and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance drafts and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered instruments with respect to property and projects of such insurance. The within appointment, being coupled with an interest, is irrevocable until this Agreement is terminated by a similar kind and such policies shall be in such amounts and shall contain such terms and provisions as shall be approved written instrument executed by the Lender and shall and thereafter upon issuance a duly authorized officer of the Temporary Occupation PermitAgent. The Agent shall not be liable on account of any exercise of such power of attorney except for any exercise that constitutes gross negligence or willful misconduct. Prior to the occurrence of an Event of Default the Borrowers and Guarantors may use the proceeds of such insurance to purchase Inventory or in the case of insurance proceeds from fixed assets, to purchase replacement fixed assets or to retire related purchase money Indebtedness. Following the occurrence of an Event of Default or in the event that the Borrowers or Guarantors do not use the proceeds for the above purposes, the Lender shall arrange for either a mortgagee interest Agent may apply any proceeds of such insurance against the Liabilities, whether or fire insurance as may be decided by the Lender to cover the loan amount or replacement costnot such have matured, as the case may be, or such other amount as may be determined by the Lender in the joint names order of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit to the Lender receipts application provided for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;herein.

Insurance Policies. The (a) During the term of the Loan, Borrower at its sole cost and expense must provide insurance policies and certificates of insurance for types of insurance described below all of which must be satisfactory to Lender as to form of policy, amounts, deductibles, sublimits, types of coverage, exclusions and the companies underwriting these coverages. In no event shall such policies be terminated or otherwise allowed to lapse. Borrower shall take out be responsible for its own deductibles. Borrower shall also pay for any insurance, or any increase of policy limits, not described in this Agreement that Borrower requires for its own protection or for compliance with government statutes. Borrower’s insurance shall be primary and maintain or cause without contribution from any insurance procured by Lender including, without limitation, any insurance obtained by Lender pursuant to be taken out and maintained all risks policies Section 6.1.1(d). Policies of insurance in the joint names of the Borrower and the Lender with such insurance company approved by the Lender, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and such policies shall be in such amounts and shall contain such terms and provisions as shall be approved by the Lender and shall and thereafter upon issuance of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to Lender in accordance with the following requirements: (i) Property insurance on the Improvements and retained the Personal Property insuring against any peril now or hereafter included within the classification “All Risk” or “Special Perils,” in each case (1) in an amount equal to 100% of the Full Replacement Cost of the Improvements and Personal Property with a waiver of depreciation and with a Replacement Cost Endorsement; (2) containing an agreed amount endorsement with respect to the Improvements and Personal Property waiving all co-insurance provisions; (3) providing for no deductible in excess of $250,000.00; and (4) containing no margin clause unless approved by Lender and (5) containing Ordinance or Law Coverage, Operation of Building Laws, Demolition Costs and Increased Cost of Construction in an amount reasonably required by Lender or if any of the Improvements or the use of the Property constitute non-conforming structures then in the amount of 100% of the Full Replacement Cost. The Full Replacement Cost shall be determined from time to time by an appraiser or contractor designated and paid by Borrower and approved by Lender or by an engineer or appraiser in the regular employ of the insurer. The “Full Replacement Cost” for purposes of this Article VI shall mean the estimated total cost of construction required to replace the Improvements with a substitute of like utility, and using modern materials and current standards, design and layout. For purposes of calculating Full Replacement Cost direct (hard) costs shall include, without limitation, labor, materials, supervision and contractor’s profit and overhead and indirect (soft) costs shall include, without limitation, fees for architect’s plans and specifications, construction financing costs, permits, sales taxes, insurance and other costs included in the Xxxxxxxx Valuation Service published by Xxxxxxxx & Swifts. (ii) Commercial General Liability insurance, including terrorism coverage, against claims for personal injury, bodily injury, death or property damage occurring upon, in or about the Property, such insurance (1) to be on the so-called “occurrence” form with a combined single limit of not less than Twenty-Five Million and No/100 Dollars ($25,000,000.00); (2) to continue at not less than this limit until required to be changed by Lender in writing by reason of changed economic conditions making such protection inadequate; and (3) to cover at least the following hazards: (a) premises and operations; (b) products and completed operations on an “if any” basis; (c) independent contractors; (d) blanket contractual liability for all written and oral contracts; (e) contractual liability covering the indemnities contained in this Agreement and the other Loan Documents to the extent available; and (f) if applicable, liquor liability. The required limit may be satisfied through a combination of Primary and Excess Liability policies. (iii) Business Income insurance in an amount sufficient to prevent Borrower from becoming a co-insurer within the terms of the applicable policies, and sufficient to recover twenty four (24) months Business Income and with an Extended Period of Indemnity (“EPI”) of 12 months. The amount of such insurance shall be increased from time to time during the term of the Loan as and when new leases and renewal leases are entered into and rents payable increase or the annual estimate of gross income from occupancy of the Property increases to reflect such rental increases. (iv) If Lender determines at any time that any part of the Property is located in an area identified on a Flood Hazard Boundary Map or Flood Insurance Rate Map issued by the Federal Emergency Management Agency as having special flood hazards and flood insurance has been made available, Borrower will maintain a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration with a generally acceptable insurance carrier, in an amount not less than the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act of 1994, as amended. In addition, Borrower will maintain Difference in Conditions (DIC) insurance and/or excess insurance from and against all losses, damages, costs, expenses, claims and liabilities related to or arising from acts of flood, of such types, in such amounts, with such deductibles, issued by such companies, and on such forms of insurance policies as required by Lender; , if Lender determines at any time that any part of the Borrower shall punctually pay Property is located in Flood Zone A or V. (v) During the period of any construction or renovation or alteration of the Improvements, and only if the Property insurance (as described in Section 6.1.1 (a) (i)) form does not otherwise provide coverage, a so-called “Builder’s All Risk” insurance policy in non-reporting form for any Improvements under construction, renovation or alteration including, without limitation, for demolition and increased cost of construction or renovation, in an amount approved by Lender including an Occupancy endorsement and Worker’s Compensation Insurance covering all premia payable persons engaged in the construction, renovation or alteration in an amount at least equal to the minimum required by statutory limits of the State. (vi) Workers’ Compensation insurance, subject to the statutory limits of the State, and employer’s liability insurance with a limit of at least $1,000,000 per accident and per disease per employee, and $1,000,000 for disease in the aggregate in respect of any work or operations on or about the said Property, or in connection with the Property or its operations (if applicable). (vii) Boiler & Machinery, or Equipment Breakdown Coverage, insurance covering the major components of the central heating, air conditioning and ventilating systems, boilers, other pressure vessels, high pressure piping and machinery, elevators and escalators, if any, and other similar equipment installed in the Improvements, in an amount equal to one hundred percent (100%) of the full replacement cost of all equipment installed in, on or at the Improvements. These policies shall insure against physical damage to and loss of occupancy and use of the Improvements arising out of an accident or breakdown. (viii) Insurance from and against all losses, damages, costs, expenses, claims and liabilities related to or arising from acts of terrorism, of such types, in such amounts, with such deductibles, issued by such companies, and on such forms of insurance policies as required by Lender. (ix) Business Automobile Insurance with a combined single limit of not less than $1,000,000 per occurrence for bodily injury and property damage arising out of the use of owned, non-owned, hired and/or leased automotive equipment when such equipment is operated by Borrower, Borrower’s employees or Borrower’s agents in connection with the Property. (x) Windstorm coverage, including coverage for Named Storms, in an amount equal to the Full Replacement Cost, plus an amount equal to the Business Income insurance and EPI contemplated in Subsection (a)(iii) of this Section 6.1.1 and on terms consistent with the commercial property insurance policy required under Subsection (a)(i) of this Section 6.1.1, provided, however, that the deductible for windstorm coverage shall not exceed the greater of (i) $250,000 or (ii) five percent (5%) of the Full Replacement Cost. (xi) Insurance from or against all losses, damages, costs, expenses, claims and liabilities related to or arising from earthquake on such form of insurance policy and in such amount as required by Lender, and provided that the deductible for earthquake coverage shall not exceed the greater of (i) $250,000 or (ii) five percent (5%) of the Full Replacement Cost. (xii) If the Property is governed in whole or in part by a condominium association or operated as a “cooperative apartment house”, Fidelity/Crime insurance against all losses as a result of fraudulent acts by anyone who either handles or is responsible for funds that it holds or administers, in such amount as required by Lender, naming the condominium association or co-op as the insured. (xiii) Such other insurance (i) as may from time to time be required by Lender to replace coverage against any hazard, which as of the date hereof is insured against under any of the insurance policies described in Subsections (a)(i) through (a)(xii) of this Section 6.1.1, and (ii) as may from time to time be reasonably required by Lender against other insurable hazards, including, but not limited to, vandalism, earthquake, environmental, sinkhole and mine subsidence. (b) Lender’s interest must be clearly stated by endorsement in the insurance policies described in this Section 6.1.1 as follows: (i) The policies of insurance referenced in Subsections (a)(i), (a)(iii), (a)(iv), (a)(v), (a)(vii), (a)(viii), (a)(x) and submit (a)(xi) of this Section 6.1.1 shall identify Lender under the New York Standard Mortgagee Clause (non-contributory) endorsement. (ii) The insurance policies referenced in Sections 6.1.1(a)(ii) and 6.1.1(a)(ix) shall name Lender as an additional insured. (iii) All of the policies referred to in Section 6.1.1 shall provide for at least thirty (30) days’ written notice to Lender in the event of policy cancellation and/or material change. (c) All the insurance companies must be authorized to do business in New York State and the State and be approved by Lender. The insurance companies must have a general policy rating of A.M. Best “Excellent” or better and a financial class of X or better by A.M. Best. So called “Cut-through” endorsements shall not be permitted. If there are any Securities issued with respect to this Loan which have been assigned a rating by a Rating Agency, the insurance company shall have a claims paying ability rating by such Rating Agency equal to or greater than the rating of the highest class of the Securities. Borrower shall deliver evidence satisfactory to Lender receipts for such paymentof payment of premiums due under the insurance policies. (d) Certified copies of the policies, and if the any endorsements, shall be made available for inspection by Lender upon request. If Borrower fails to comply with obtain or maintain insurance policies and coverages as required by this Section 6.1.1, then Lender shall have the provisions of this sub-clause right but shall not have the Lender may at its discretion (but without obligation immediately to procure any obligations on its part to do so) have such insurance effected policies and coverages at Borrower’s cost. (e) Borrower shall be required during the cost term of the Borrower and all moneys paid by the Loan to continue to provide Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers with original renewal policies or replacements of the insurance for policies referenced in Section 6.1.1(a). Lender may accept Certificates of Insurance, if satisfactory to Lender, evidencing insurance policies referenced in this Section 6.1.1 instead of requiring the said sum may actual policies. Lender shall be exercised by provided with renewal Certificates of Insurance, or Binders, prior to each expiration. The failure of Borrower to maintain the insurance required under this Article VI shall not constitute a waiver of Borrower’s obligation to fulfill these requirements. (f) All binders, policies, endorsements, certificates, and cancellation notices are to be sent to the Lender;’s Address for Insurance Notification until changed by notice from Lender. (g) If any policy referred to in this Section 6.1.1 is written on a blanket basis, a list of locations and their insurable values shall be provided, as required by Lender. If the Property is located in an area for potential catastrophic loss, upon request Borrower shall provide Lender with a Natural Hazard Loss Analysis Report on an annual basis, if applicable. This report is to be completed by a recognized risk modeling company (e.g. RMS, EQE, AIR) approved by Lender.

Insurance Policies. (a) All insurance provided for under this Article 13 must be effected by policies issued by insurance companies of good reputation and of sound financial responsibility and will be subject to Owner’s reasonable approval. (b) All insurance policies (other than workers’ compensation policies) shall be issued in the name of Purchaser with Manager and Owner and any holder of an Authorized Mortgage being named as additional insureds; provided, however, subject to Owner’s obligations under Article 15, Manager shall not be named as an additional insured on, and shall not have any interest in the proceeds of, any property insurance. Purchaser or the holder of an Authorized Mortgage shall be named loss payee(s) on any property insurance. (c) The Borrower shall take out and maintain insurance herein required may be brought within the coverage of a so-called blanket policy or cause to be taken out and maintained all risks policies of insurance in carried and maintained by Owner or Manager, provided that such blanket policies fulfill the joint names requirements contained herein. (d) In the event Owner or Manager believes that the then full replacement cost of a Hotel has increased or decreased at any time during the Borrower and Term, such party, at its own cost, shall have the Lender with right to have such insurance company full replacement cost redetermined by an independent accredited appraiser approved by the Lenderother, fully insuring which approval shall not be unreasonably withheld or delayed. The party desiring to have the Property full replacement cost so redetermined shall forthwith, on receipt of such determination by such appraiser, give written notice thereof to the other parties. The determination of such appraiser shall be final and binding on the parties hereto until any subsequent determination under this Section 13.2(d), and the Project and all other properties and assets party obligation to maintain insurance hereunder shall forthwith conform the amount of the Borrower comprised insurance carried to the amount so determined by the appraiser. Such replacement value determination will not be necessary so long as a Hotel is insured through a blanket replacement value policy. (e) All insurance policies and endorsements required pursuant to this Article 13 shall be fully paid for, nonassessable and, except for umbrella, worker’s compensation, flood and earthquake coverage, shall be issued by insurance carriers authorized to do business in the Mortgage state where each Hotel is located, having a general policy holder’s rating of the Property and of an insurable nature no less than B++ in Best’s latest rating guide. (including Contractor's f) All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and such policies shall be in such amounts provide Owner, Manager and shall contain such terms and provisions as shall be approved any holder of an Authorized Mortgage if required by the Lender and shall and thereafter upon issuance same, thirty (30) days’ prior written notice of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest any material change or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or cancellation of such other amount as may be determined by the Lender in the joint names of the Borrower as the owner policy and the Lender as mortgagee, such property insurance policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect provide for a waiver of the said policies of insurance and submit subrogation, to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;extent available.

Insurance Policies. The Borrower 7.1 Amphion shall take out and at its own expense, at all times during the continuance of this Agreement, maintain or cause to be taken out and maintained all risks policies adequate insurance (“Insurance Policies”) for the benefit of insurance in the joint names of the Borrower and the Lender Motif, with such insurance company approved by the Lenderreputable insurer and at such a level and on such terms as shall previously been agreed with Motif and in accordance with clause 7.2 below, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, against such loss or damage suffered by fire covering the full value Motif as referred to in clause 6.5 above. Amphion shall notify its insurers of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and such policies shall be in such amounts Motif’s interest and shall cause the interest to be noted on the Insurance Policies. 7.2 Amphion shall ensure that the Insurance Policies contain such terms and provisions as shall be approved a provision to the effect that, if any claim is brought or made by the Lender and shall and thereafter upon issuance of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable Motif against Amphion in respect of the said policies of insurance and submit which Amphion would be entitled to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without receive indemnity under any obligations on its part to do so) have such insurance effected at the cost of the Borrower Insurance Policies, the relevant insurer will indemnify Motif directly against such claim and all moneys paid by the Lender any charges, costs and expenses in respect of such insurances shall on demand be repaid claim. 7.3 If and to the Lender for extent that the account relevant insurer does not indemnify Motif directly, Amphion shall use any insurance monies received by it to indemnify Motif in respect of any claim and shall make good any deficiency from its own resources. 7.4 Amphion shall immediately on request (and in any event within 14 days of any policy renewal or change) supply to Motif copies of the Lender Insurance Policies together with written confirmation that clause 7.2 has been complied with and until repayment evidence that the relevant premiums have been paid. 7.5 Amphion shall be added to the principal moneys hereby secured (and bear interest at the Default Interest Rate shall procure Xx Xxxxxxxx shall) comply with all terms and all other statutory powers conditions of the insurance for Insurance Policies at all times. If cover under the said sum Insurance Policies shall lapse or not be renewed or be changed in any material way or if Amphion is aware of any reason why the cover under the Insurance Policies may lapse or not be exercised by the Lender;renewed or be changed in any material way, Amphion shall notify Motif without delay.

Insurance Policies. The (a) Prior to first disbursement of the Construction Loan Facility, the Borrower shall take out and maintain or cause to be taken out and maintained all risks policies of insurance in the joint names of the Borrower and the Lender with such insurance company approved by the Lender, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks risks) covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit of the development including the maintenance period) period for an amount equivalent to at least the Construction Loan Facility or such other amounts as the Lender may require in the joint names of the Borrower and the Lender and with such insurance company approved by the Lender, fully insuring the Properties and the Project and all other properties and assets of the Borrower comprised in the mortgage of the Properties against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and such policies shall be in such amounts and shall contain such terms and provisions as shall be approved by the Lender. The insurance policies must be endorsed in favour of the Lender and shall include a non-cancellation clause whereby the insurance company undertakes to obtain the written consent of the Lender prior to any cancellation of the insurance policy and thereafter also to advise the Lender immediately of any material changes to be made to the terms of the insurance policy. (b) Thereafter, upon issuance of the Temporary Occupation PermitPermit for the development and until the Facilities have been repaid in full, the Lender Borrower shall arrange for either take out and maintain a mortgagee interest or policy of insurance against fire insurance as may be decided by and other risks on the Lender to cover Properties covering one hundred and ten per cent (110%) of the loan amount or replacement cost, as cost of the case may be, or such other amount as may be determined by the Lender Properties in the joint names of the Borrower as the owner and the Lender as mortgagee, such . The insurance policies must be endorsed in favour of the Lender and shall contain include a non-cancellation and standard mortgagee clauses naming as loss payee clause whereby the insurance company undertakes to obtain the written consent of the Lender prior to any cancellation of the insurance policy and also to advise the Lender immediately of any material changes to be made to the terms of the insurance policy. (c) The Borrower shall ensure that the insurance policies shall be delivered to and be retained by the Lender; Lender and the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;

Insurance Policies. The Borrower shall take out and maintain All insurance required or cause permitted to be taken out carried by Tenant hereunder shall be in companies rated B+ or better in Best's Insurance Guide, on forms and maintained all risks with loss payable clauses reasonably satisfactory to landlord, and copies of such policies of insurance in the joint names or certificates evidencing such insurance shall be delivered promptly to Landlord by Tenant within ten (10) days after substantial completion of the Borrower Premises and thereafter within thirty (30) days prior to the Lender with such insurance company approved by the Lender, fully insuring the Property and the Project and all other properties and assets expiration of the Borrower comprised in the Mortgage term of the Property and of an insurable nature (including Contractor's each such policy. All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and property damage policies shall contain a provision that Landlord, although named as an insured, shall nevertheless be entitled to recovery under said policies for any loss occasioned to it to the extent that Tenant's action causes an action of any kind whatsoever and Landlord must defend itself from any and all other risks commonly covered with respect claims, Landlord is entitled to property recover in such cases; and projects to the extent that landlord's insurance must cover the cost between the difference, if any, of the proceeds of Tenant's recovery to Landlord expenses, its servants, agents and employees by reason of the negligence of Tenant. As often as any such policy shall expire or terminate, renewal or additional policies shall be procured and maintained by Tenant in like manner and to like extent. All policies of insurance delivered to Landlord must contain a similar kind and provision that the company writing said policy will give to landlord thirty (30) days notice in writing in advance of any cancellation or lapse or the effective date of any reduction in the amounts of insurance. All such policies shall be written as primary policies and not contributing with or in such amounts excess of any coverage which Landlord may carry, and shall contain such terms cover and provisions insure Landlord as an additional insured. Notwithstanding anything to the contrary in this Article, Tenant's obligations to carry the insurance provided for herein may be brought within the coverage of a so-called blanket policy or policies of insurance carried and maintained by Tenant, provided that (a) Landlord and Landlord's first mortgagee or beneficiary shall be approved named as an additional insured thereunder as its interest may appear, (b) the coverage afforded Landlord will not be reduced or diminished by the Lender and shall and thereafter upon issuance reason of the Temporary Occupation Permituse of such blanket policy of insurance, and (c) the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender requirements set forth herein are otherwise satisfied. Tenant agrees to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and permit Landlord at all reasonable times to inspect the policies shall of insurance of Tenant covering risks upon the Premises for which policies or copies thereof are not required to be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;landlord

Insurance Policies. (a) All insurance provided for under this Article 13 must be effected by policies issued by insurance companies of good reputation and of sound financial responsibility and will be subject to Owner’s reasonable approval. (b) All insurance policies (other than workers’ compensation policies) shall be issued in the name of Purchaser with Manager and Owner and any holder of an Authorized Mortgage being named as additional insureds; provided, however, subject to Owner’s obligations under Article 15, Manager shall not be named as an additional insured on, and shall not have any interest in the proceeds of, any property insurance. Purchaser or the holder of an Authorized Mortgage shall be named loss payee(s) on any property insurance. (c) The Borrower shall take out and maintain insurance herein required may be brought within the coverage of a so-called blanket policy or cause to be taken out and maintained all risks policies of insurance in carried and maintained by Owner or Manager, provided that such blanket policies fulfill the joint names requirements contained herein. (d) In the event Owner or Manager believes that the then full replacement cost of a Hotel has increased or decreased at any time during the Borrower and Term, such party, at its own cost, shall have the Lender with right to have such insurance company full replacement cost redetermined by an independent accredited appraiser approved by the Lenderother, fully insuring which approval shall not be unreasonably withheld or delayed. The party desiring to have the Property full replacement cost so redetermined shall forthwith, on receipt of such determination by such appraiser, give written notice thereof to the other parties. The determination of such appraiser shall be final and binding on the parties hereto until any subsequent determination under this Section 13.2(d), and the Project and all other properties and assets party obligated to maintain insurance hereunder shall forthwith conform the amount of the Borrower comprised insurance carried to the amount so determined by the appraiser. Such replacement value determination will not be necessary so long as a Hotel is insured through a blanket replacement value policy. (e) All insurance policies and endorsements required pursuant to this Article 13 shall be fully paid for, nonassessable and, except for umbrella, worker’s compensation, flood and earthquake coverage, shall be issued by insurance carriers authorized to do business in the Mortgage state where each Hotel is located, having a general policy holder’s rating of the Property and of an insurable nature no less than B++ in Best’s latest rating guide. (including Contractor's f) All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and such policies shall be in such amounts provide Owner, Manager and shall contain such terms and provisions as shall be approved any holder of an Authorized Mortgage if required by the Lender and shall and thereafter upon issuance same, thirty (30) days’ prior written notice of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest any material change or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or cancellation of such other amount as may be determined by the Lender in the joint names of the Borrower as the owner policy and the Lender as mortgagee, such property insurance policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect provide for a waiver of the said policies of insurance and submit subrogation, to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;extent available.

Insurance Policies. The Borrower shall take out and maintain or cause Each policy of insurance required to be taken out maintained by Tenant hereunder shall name Landlord, and maintained all risks policies of insurance any other parties in the joint names of the Borrower and the Lender with such insurance company approved interest designated by the LenderLandlord, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and such policies shall be in such amounts as additional insureds and shall contain a clause that the insurer will not cancel or change such terms insurance without first giving Landlord thirty (30) days' prior written notice. Such insurance may be furnished by Tenant under any blanket policy carried by it or under a separate policy therefore; provided that such blanket policy shall contain an endorsement that names Landlord (and provisions any other parties in interest designated by Landlord) as an additional insured, references the Premises and guarantees that a minimum limit equal to the insurance amounts required in this Lease will be available specifically for the Premises. All insurance shall be approved by with a good and solvent insurance company authorized to do business in the Lender State in which the Business Park is located, having a minimum rating of A and shall and thereafter upon issuance X in Best's Insurance Guide. A copy of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest paid-up policy or fire insurance as may be decided by the Lender other evidence reasonably satisfactory to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies Landlord shall be delivered to Landlord prior to the Term Commencement Date and retained by not less than thirty (30) days prior to each renewal or extension of such policy of insurance. In the Lender; the Borrower event that Tenant shall punctually pay all premia payable deliver a certificate of insurance in respect lieu of a copy of the paid-off insurance policy at any time during the Term of this Lease, a copy of such insurance policy shall be provided to Landlord as soon thereafter as practicable. No policy of insurance under this Section shall provide for a deductible in excess of Ten Thousand Dollars ($10,000), provided that Tenant shall remain obligated for the insurance deductible. All public liability, property damage or casualty policies and the coverage evidenced thereby shall be primary with respect to any policies carried by Landlord and any coverage carried by Landlord shall pay only amounts in excess of the limits in said policies of insurance and submit Tenant. In addition to the Lender receipts for such paymentforegoing, and if in the Borrower event Tenant fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without provide or keep in force any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for required pursuant to this Section 11, then Landlord, in its discretion and without waiving any of its rights under this Lease, may provide such insurance, in which event the said sum may cost thereof shall be exercised payable by Tenant to Landlord as Additional Rent on the Lender;first day of the calendar month immediately following demand therefore from Landlord.

Insurance Policies. The Borrower All insurance required by express provisions of this Lease shall take out and maintain or cause be carried only in responsible insurance companies licensed to be taken out and maintained all risks policies of insurance do business in the joint names state of the Borrower Cali­fornia and the Lender with such insurance company which have been previously approved by the Lender, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's Lessor. All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and such policies shall be in such amounts nonassessable and shall contain such terms and provisions as language, to the extent obtainable, to the effect that: (i) any loss shall be approved payable notwithstanding any act or negli­gence of Lessor that might otherwise result in a forfeiture of the insurance; (ii) the insurer waives the right of subrogation against Lessor and against Lessor’s agents and representatives; (iii) the policies are primary and noncontributing with any insur­ance that may be carried by Lessor; and (iv) the policies cannot be can­celed or materially changed except after 30 days’ notice by the Lender insurer to Lessor or Lessor’s designated representative. Lessee shall furnish Lessor with copies of all such policies promptly on receipt of them, or with certificates evidencing the insurance. Lessee shall provide Lessor proofs of such policies upon the Commencement Date. Lessee may effect for its own account any insurance not required under this Lease. Lessee may provide any insurance required or permitted under this Lease by blanket insurance covering the Premises and any other location or locations provided it is acceptable to any Leasehold Mortgagees. If Lessee fails or refuses to procure or to maintain insurance as required by this Lease or fails or refuses to furnish Lessor with required proof that the insurance has been procured and is in force and paid for, Lessor shall have the right, at Lessor’s election and thereafter upon issuance without notice, to procure and maintain such insurance. The premiums paid by Lessor shall be treated as added rent due from Lessee with interest at the maximum rate allowed by law, to be paid on the first day of the Temporary Occupation Permitmonth following the date on which the premiums were paid. Lessor shall give prompt notice of the payment of such premiums, stating the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by amounts paid and the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as insurer or insurers, and interest shall run from the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect date of the said policies of insurance and submit to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;notice.

Insurance Policies. The (a) During the term of the Loan, Borrower at its sole cost and expense must provide insurance policies and certificates of insurance for types of insurance described below all of which must be satisfactory to Lender as to form of policy, amounts, deductibles, sublimits, types of coverage, exclusions and the companies underwriting these coverages. In no event shall such policies be terminated or otherwise allowed to lapse. Borrower shall take out be responsible for its own deductibles. Borrower shall also pay for any insurance, or any increase of policy limits, not described in this Agreement which Borrower requires for its own protection or for compliance with government statutes. Borrower’s insurance shall be primary and maintain or cause without contribution from any insurance procured by Lender including, without limitation, any insurance obtained by Lender pursuant to be taken out and maintained all risks policies Section 6.1.1 (d) hereof. Policies of insurance in the joint names of the Borrower and the Lender with such insurance company approved by the Lender, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and such policies shall be in such amounts and shall contain such terms and provisions as shall be approved by the Lender and shall and thereafter upon issuance of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to Lender in accordance with the following requirements: (i) Property insurance on the Improvements and retained the fee estate of Borrower insuring against any peril now or hereafter included within the classification “All Risk” or “Special Perils,” in each case (1) in an amount equal to 100% of the Full Replacement Cost of the Improvements with a waiver of depreciation and with a Replacement Cost Endorsement; (2) containing an agreed amount endorsement with respect to the Improvements waiving all co-insurance provisions; (3) providing for no deductible in excess of $250,000.00; and (4) containing no margin clause unless approved by Lender and (5) containing Ordinance or Law Coverage, Operation of Building Laws, Demolition Costs and Increased Cost of Construction in an amount reasonably required by Lender or if any of the Improvements or the use of the Property constitute non-conforming structures then in the amount of 100% of the Full Replacement Cost. The Full Replacement Cost shall be determined from time to time by an appraiser or contractor designated and paid by Borrower and approved by Lender or by an engineer or appraiser in the regular employ of the insurer. The “Full Replacement Cost” for purposes of this Article VI shall mean the estimated total cost of construction required to replace the Improvements with a substitute of like utility, and using modern materials and current standards, design and layout. For purposes of calculating Full Replacement Cost, it shall include all customary direct (hard) costs, indirect (soft) costs and other costs included in the Xxxxxxxx Valuation Service published by Xxxxxxxx & Swifts. (ii) Commercial General Liability insurance against claims for personal injury, bodily injury, death or property damage occurring upon, in or about the Property, such insurance (1) to be on the so-called “occurrence” form with a combined single limit of not less than Fifty Million Dollars ($50,000,000.00); (2) to continue at not less than this limit; and (iii) to cover at least the following hazards: (a) premises and operations; (b) products and completed operations on an “if any” basis; (c) independent contractors; (d) blanket contractual liability for all written and oral contracts; and (e) contractual liability covering the indemnities contained in this Agreement and the other Loan Documents to the extent available. The required limit may be satisfied through a combination of Primary and Excess Liability policies. (iii) Business Income insurance in an amount sufficient to prevent Borrower from becoming a co-insurer within the terms of the applicable policies, and sufficient to recover twelve (12) months Business Income and with an Extended Period of Indemnity (“EPI”) of 12 months. The amount of such insurance shall be increased from time to time during the term of the Loan as and when new leases and renewal leases are entered into and rents payable increase or the annual estimate of gross income from occupancy of the Property increases to reflect such rental increases. (iv) If Lender determines at any time that any part of the Improvements or fee estate of Borrower is located in an area identified on a Flood Hazard Boundary Map or Flood Insurance Rate Map issued by the Federal Emergency Management Agency as having special flood hazards and flood insurance has been made available, Borrower will maintain a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration with a generally acceptable insurance carrier, in an amount not less than the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act of 1994, as amended. In addition Difference in Conditions (DIC) insurance and/or excess insurance from and against all losses, damages, costs, expenses, claims and liabilities related to or arising from acts of flood, of such types, in such amounts, with such deductibles, issued by such companies, and on such forms of insurance policies as required by Lender; , if Lender determines at any time that any part of the Borrower shall punctually pay Property is located in Flood Zone A or V. (v) During the period of any construction or renovation or alteration of the Improvements, and only if the Property insurance (as described in Section 6.1.1(a)(i) above) form does not otherwise provide coverage, a so-called “Builder’s All Risk” insurance policy in non-reporting form for any Improvements under construction, renovation or alteration including, without limitation, for demolition and increased cost of construction or renovation, in an amount approved by Lender including an Occupancy endorsement and Worker’s Compensation Insurance covering all premia payable persons engaged in the construction, renovation or alteration in an amount at least equal to the minimum required by statutory limits of the State. (vi) If applicable, Workers’ Compensation insurance, subject to the statutory limits of the State, and employer’s liability insurance with a limit of at least $1,000,000 per accident and per disease per employee, and $1,000,000 for disease in the aggregate in respect of any work or operations on or about the said Property, or in connection with the Property or its operations (if applicable). (vii) Boiler & Machinery, or Equipment Breakdown Coverage, insurance covering the major components of the central heating, air conditioning and ventilating systems, boilers, other pressure vessels, high pressure piping and machinery, elevators and escalators, if any, and other similar equipment installed in the Improvements, in an amount equal to one hundred percent (100%) of the full replacement cost of all equipment installed in, on or at the Improvements. These policies shall insure against physical damage to and loss of occupancy and use of the Improvements arising out of an accident or breakdown. (viii) Insurance from and against all losses, damages, costs, expenses, claims and liabilities related to or arising from acts of terrorism, of such types, in such amounts, with such deductibles, issued by such companies, and on such forms of insurance policies as required by Lender. (ix) If applicable, Business Automobile Insurance with a combined single limit of not less than $1,000,000 per occurrence for bodily injury and submit property damage arising out of the use of owned, non-owned, hired and/or leased automotive equipment when such equipment is operated by Borrower, Borrower’s employees or Borrower’s agents in connection with the Property. (x) Windstorm coverage, including coverage for Named Storms, in an amount equal to the Lender receipts for such paymentFull Replacement Cost, plus an amount equal to the business income insurance and if the Borrower fails to comply EPI contemplated in Subsection (a)(iii) of this Section 6.1.1 and on terms consistent with the provisions commercial property insurance policy required under Subsection (a)(i) of this sub-clause Section 6.1.1, provided, however, that the Lender may at its discretion deductible for windstorm coverage shall not exceed the greater of (but without any obligations on its part to do soi) have such insurance effected at the cost $250,000 or (ii) five percent (5%) of the Borrower Full Replacement Cost. (xi) Environmental insurance policy between Navigators Specialty Insurance Company and all moneys paid by the IREIT Pittsburgh Settlers Ridge, L.L.C., entered into on October 1, 2015 and effective as of October 1, 2015, naming Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;as an additional insured.

Insurance Policies. The Borrower shall take out and maintain or cause All insurance policies herein to be taken out procured by either party shall (i) be issued by good and maintained all risks policies of solvent insurance companies licensed to do business in the joint names Commonwealth of Virginia having a Best’s Rating of AX or better; (ii) be written as primary policy coverage and not contributing with or in excess of any coverage which the Borrower other party hereto may carry; and the Lender with such insurance company approved by the Lender, fully insuring the Property (iii) insure and the Project and name respectively Tenant or Landlord as an additional insured as their respective interests may appear; all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and such policies shall be in such amounts and shall contain such terms and provisions as shall be approved by the Lender and shall and thereafter upon issuance of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation a provision that although respectively Tenant or Landlord and standard mortgagee clauses naming Landlord’s First Mortgage Lender are named as loss payee additional insureds, Tenant, Landlord and such First Mortgage Lender shall nevertheless be entitled to recover under the other party’s policies for any loss, injury or damage to it or its servants, agents and employees by reason of the act or negligence of Landlord or Tenant or Lender and as applicable. Neither the policies issuance of any insurance policy required hereunder, nor the minimum limits specified herein with respect to Landlord’s or Tenant’s insurance coverage, shall be delivered deemed to and retained by the Lender; the Borrower shall punctually pay all premia payable limit or restrict in respect of the said policies of insurance and submit to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions any way Landlord’s or Tenant’s liability arising under or out of this sub-clause the Lender may at its discretion (but without any obligations on its part Lease. With respect to do so) have such insurance effected at the cost of the Borrower each and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers every one of the insurance for policies herein required to be procured by Landlord or Tenant, Landlord or Tenant shall deliver to Landlord true copies of each such policy or modifications in force at the said sum commencement of the lease and thereafter upon the other party’s demand therefor. Any insurance required to be carried hereunder may be exercised carried under a blanket policy covering the Premises and other locations of the party. Each and every insurance policy required to be carried hereunder by or on behalf of a party shall provide (and any certificate evidencing the Lender;existence of each such insurance policy shall certify) that, unless the other party shall first have been given thirty (30) days prior written notice thereof: (i) such insurance policy shall not be cancelled and shall continue in full force and effect, (ii) the insurance carrier shall not fail to renew such insurance policy, and (iii) no material changes may be made in such insurance policy. The term “insurance policy” as used herein shall be deemed to include any extensions or renewals of such insurance policy. In the event that Tenant shall fail promptly to furnish any insurance coverage hereunder required to be procured by Tenant, and such failure continues despite Landlord’s informal notice to Tenant, Landlord, at its sole option, shall have the right to obtain the same and pay the premium therefor for a period not exceeding one (1) year in each instance, and the premium so paid by Landlord and a fifteen percent (15%) administrative charge shall be immediately payable by Tenant to Landlord as additional rent, provided that if Tenant provides evidence of such coverage to Landlord, Landlord shall cancel such coverage obtained by Landlord and credit Tenant the amount of premium, if any, refunded to Landlord, less an administrative charge of fifteen percent (15%) of such refund.

Insurance Policies. (a) All insurance provided for under this ARTICLE 13 must be effected by policies issued by insurance companies of good reputation and of sound financial responsibility and will be subject to Owner's reasonable approval. (b) All insurance policies (other than workers' compensation policies) shall be issued in the name of the Landlords with Manager and Owner and any holder of an Authorized Mortgage being named as additional insureds; provided, however, subject to Owner's obligations under ARTICLE 15, Manager shall not be named as an additional insured on, and shall not have any interest in the proceeds of, any property insurance. The Borrower Landlords or the holder of an Authorized Mortgage shall take out and maintain be named loss payee(s) on any property insurance. (c) The insurance herein required may be brought within the coverage of a so-called blanket policy or cause to be taken out and maintained all risks policies of insurance in carried and maintained by Owner or Manager, provided that such blanket policies fulfill the joint names requirements contained herein. (d) In the event Owner or Manager believes that the then full replacement cost of a Hotel has increased or decreased at any time during the Borrower and Term, such party, at its own cost, shall have the Lender with right to have such insurance company full replacement cost redetermined by an independent accredited appraiser approved by the Lenderother, fully insuring which approval shall not be unreasonably withheld or delayed. The party desiring to have the Property full replacement cost so redetermined shall forthwith, on receipt of such determination by such appraiser, give written notice thereof to the other parties. The determination of such appraiser shall be final and binding on the parties hereto until any subsequent determination under this Section 13.2(d), and the Project and all other properties and assets party with the obligation to maintain insurance hereunder shall forthwith conform the amount of the Borrower comprised insurance carried to the amount so determined by the appraiser. Such replacement value determination will not be necessary so long as a Hotel is insured through a blanket replacement value policy. (e) All insurance policies and endorsements required pursuant to this ARTICLE 13 shall be fully paid for, nonassessable and, except for umbrella, worker's compensation, flood and earthquake coverage, shall be issued by insurance carriers authorized to do business in the Mortgage state where each Hotel is located, having a general policy holder's rating of the Property and of an insurable nature no less than B++ in Best's latest rating guide. (including Contractor's f) All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and such policies shall be in such amounts provide Owner, Manager and shall contain such terms and provisions as shall be approved any holder of an Authorized Mortgage if required by the Lender and shall and thereafter upon issuance same, thirty (30) days' prior written notice of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest any material change or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or cancellation of such other amount as may be determined by the Lender in the joint names of the Borrower as the owner policy and the Lender as mortgagee, such property insurance policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect provide for a waiver of the said policies of insurance and submit subrogation, to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;extent available.

Insurance Policies. The Borrower shall take out and maintain or cause Each policy of insurance required to be taken out maintained by Tenant hereunder shall name Landlord, and maintained all risks policies of insurance any other parties in the joint names of the Borrower and the Lender with such insurance company approved interest designated by the LenderLandlord, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and such policies shall be in such amounts as additional insureds and shall contain a clause that the insurer will not cancel or change such terms insurance without first giving Landlord thirty (30) days' prior written notice. Such insurance may be furnished by Tenant under any blanket policy carried by it or under a separate policy therefor; provided that such blanket policy shall contain an endorsement that names Landlord (and provisions any other parties in interest designated by Landlord) as an additional insured, references the Premises and guarantees that a minimum limit equal to the insurance amounts required in this Lease will be available specifically for the Premises. All insurance shall be approved by with a good and solvent insurance company authorized to do business in the Lender State in which the Business Park is located, having a minimum rating of A and shall and thereafter upon issuance X in Best's Insurance Guide. A copy of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest paid-up policy or fire insurance as may be decided by the Lender other evidence reasonably satisfactory to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies Landlord shall be delivered to Landlord prior to the Term Commencement Date and retained by not less than thirty (30) days prior to each renewal or extension of such policy of insurance. In the Lender; the Borrower event that Tenant shall punctually pay all premia payable deliver a certificate of insurance in respect lieu of a copy of the paid-off insurance policy at any time during the Term of this Lease, a copy of such insurance policy shall be provided to Landlord as soon thereafter as practicable. No policy of insurance under this Section shall provide for a deductible in excess of Ten Thousand Dollars ($10,000), provided that Tenant shall remain obligated for the insurance deductible. All public liability, property damage or casualty policies and the coverage evidenced thereby shall be primary with respect to any policies carried by Landlord and any coverage carried by Landlord shall pay only amounts in excess of the limits in said policies of insurance and submit Tenant. In addition to the Lender receipts for such paymentforegoing, and if in the Borrower event Tenant fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without provide or keep in force any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for required pursuant to this Section 11 , then Landlord, in its discretion and without waiving any of its rights under this Lease, may provide such insurance, in which event the said sum may cost thereof shall be exercised payable by Tenant to Landlord as Additional Rent on the Lender;first day of the calendar month immediately following demand therefor from Landlord.

Insurance Policies. (a) The Borrower Seller shall take out use reasonable best efforts, and shall cause the Company to use their respective reasonable best efforts, to maintain all Insurance Policies in full force and effect at all times up to and including the Closing, and shall pay all premiums, deductibles and retro-adjustment xxxxxxxx, if any, with respect thereto covering all periods, and ensuring coverage of the Company, up to and including the Closing. Prior to Closing, the Seller shall use its reasonable best efforts to purchase, at Buyer’s sole expense, a run-off insurance policy for a period of five (5) years following the Closing to cover any and all claims made policies prior to the Closing. (b) With respect to any and all events or cause circumstances affecting the Company which would reasonably be likely to be taken out and maintained all risks policies the subject of insurance in the joint names of the Borrower and the Lender with such insurance company approved by the Lender, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of a claim under an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered Policy that provides coverage with respect to property the Company which are reasonably known prior to the Closing to the employees of Seller or any of its Affiliates who are responsible for making claims under such Insurance Policies, Seller shall, and projects shall cause its Affiliates to, use commercially reasonable efforts to submit the applicable claims prior to the Closing. (c) Where any Insurance Policy of a similar kind and the Seller or any of its Affiliates (other than such policies held by the Company or policies covering workers compensation matters) (collectively, the “Available Policies”) provides coverage with respect to any liabilities of the Company that (i) constitute claims occurring and reported to insurance carrier(s) prior to the Closing or (ii) relate to claims made after the Closing with respect to an occurrence prior to the Closing under an occurrence-based policy (collectively, “Covered Claims”), the Company may claim coverage under such Available Policies; provided, that the Seller shall control the prosecution, defense and administration of such Covered Claims and Buyer shall be entitled to receive any insurance proceeds recovered with respect thereto. After the Closing, the Seller and its Affiliates shall administer the applicable Available Policies in its discretion, provided that such amounts administration shall in no way limit, inhibit or preclude the right of the Company to insurance coverage thereunder in accordance with this Section 6.21(c), in each case, with respect to Covered Claims. Buyer shall promptly notify the Seller of any Covered Claims, and shall contain the Seller agrees to cooperate with the Company and its Subsidiaries concerning the pursuit by the Company and its Subsidiaries of any such terms Covered Claim, in each case at the expense of Buyer (to the extent such expenses are not covered by the applicable Available Policies) and provisions as Buyer shall be approved responsible for the deductible or self-insured retention amount associate with any Covered Claim. Following the Closing, Buyer or the Company shall establish an interest bearing cash collateral account for the benefit of the Seller to pay expense and indemnity payments related to any Covered Claims. Any proceeds received by the Lender and Seller or its Affiliates from any third-party insurance carrier that relate to Covered Claims shall and thereafter upon issuance be paid promptly to the Company. (d) During the term of the Temporary Occupation PermitTransition Services Agreement, (i) the Lender Seller shall arrange for either a mortgagee interest or fire insurance as may be decided by maintain the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender Insurance Policies currently in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit place applicable to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid Transition Services provided to the Lender for the account of the Lender and until repayment shall be added Company pursuant to the principal moneys hereby secured Transition Services Agreement and bear interest at (ii) the Default Interest Rate Seller will name the Company and all other statutory powers of Buyer as an additional insured under such Insurance Policies (to the insurance for extent the said sum may be exercised by the Lender;Seller is able to).

Insurance Policies. The (a) Each Borrower shall take out at all times maintain with insurance companies acceptable to Lender in its reasonable judgment, such insurance coverage as may be required by any law or governmental regulation or court decree or order applicable to it and such other insurance, to such extent and against such hazards and liabilities, including employers’, public and professional liability risks, as is customarily maintained by companies similarly situated, and shall have insured amounts no less than, and deductibles no higher than, are acceptable to Lender in its reasonable judgment. Each Borrower shall furnish to Lender a certificate setting forth in reasonable detail the nature and extent of all insurance maintained by such Borrower, which shall be acceptable in all respects to Lender in its reasonable judgment. Each Borrower shall cause each issuer of an insurance policy to provide Lender with an endorsement (i) showing Lender as lender’s loss payee with respect to each policy of property or casualty insurance; and (ii) providing that 30 days notice will be given to Lender prior to any cancellation of, material reduction or change in coverage provided by or other material modification to such policy. Each Borrower shall execute and deliver to Lender a collateral assignment, in form and substance satisfactory to Lender, of each business interruption insurance policy maintained by such Borrower. (b) In the event any Borrower either fail to provide Lender with evidence of the insurance coverage required by this Section or at any time hereafter shall fail to obtain or maintain or cause to be taken out and maintained all risks any of the policies of insurance required above, or to pay any premium in the joint names of the Borrower and the Lender with such insurance company approved by the whole or in part relating thereto, then Lender, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature without waiving or releasing any obligation or default by Borrowers hereunder, may at any time (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and such policies but shall be in under no obligation to so act), obtain and maintain such amounts and shall contain such terms and provisions as shall be approved by the Lender and shall and thereafter upon issuance of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit to pay such premiums and take any other action with respect thereto, which Lender deems advisable. This insurance coverage (i) may, but need not, protect such Borrower’s interests in such property, including the Lender receipts for such paymentCollateral, and if (ii) may not pay any claim made by, or against, such Borrower in connection with such property, including the Collateral. Such Borrower fails to comply may later cancel any such insurance purchased by Lender, but only after providing Lender with evidence that such Borrower has obtained the insurance coverage required by this Section. If Lender purchases insurance, Borrowers will be responsible for the costs of that insurance, including interest and any other charges that may be imposed with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost placement of the Borrower and all moneys paid by insurance, until the Lender in respect of such insurances shall on demand be repaid to the Lender for the account effective date of the Lender and until repayment shall cancellation or expiration of the insurance. The costs of the insurance may be added to the principal moneys hereby secured and bear interest at amount of the Default Interest Rate and all other statutory powers Loan owing hereunder. The costs of the insurance for the said sum may be exercised by more than the Lender;cost of the insurance Borrowers may be able to obtain on their own.

Insurance Policies. The Borrower shall take out and cause Mortgage Borrower to (a) maintain or cause to be taken out and maintained at all risks policies of insurance in times during the joint names term of the Borrower and Loan the Lender with such insurance company approved by the Lender, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised Policies (as defined in the Mortgage Loan Agreement) required under the Mortgage Loan Agreement and (b) otherwise satisfy all covenants related thereto as provided in the Mortgage Loan Agreement. Subject to applicable law and the prior rights of Mortgage Lender under the Mortgage Loan, Borrower shall cause Lender to (i) be named as an additional named insured under such of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and such policies shall be in such amounts and shall contain such terms and provisions as shall be approved by the Lender and shall and thereafter upon issuance of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest or fire insurance Policies as may be decided designated by Lender, (ii) receive such protections and benefits afforded Mortgage Lender under the Lender applicable terms and conditions of the Mortgage Loan Agreement relating to cover the loan amount or replacement cost, as the case may be, or such other amount Policies as may be determined designated by Lender and (iii) be entitled to such notice and consent rights afforded Mortgage Lender under the applicable terms and conditions of the Mortgage Loan Agreement relating to the Policies as may be designated by Lender. Borrower shall not permit the Policies to be canceled without at least thirty (30) days’ prior notice to Lender and any other party named therein as an additional insured. Borrower shall provide Lender with evidence of all such insurance required hereunder and with the other related notices required under the Mortgage Loan Documents, in each case, on or before the date on which Mortgage Borrower is required to provide the same to Mortgage Lender. If at any time Administrative Agent is not in receipt of written evidence that the Policies are in full force and effect, Administrative Agent shall have the right without notice to Borrower, to take such action as Administrative Agent deems necessary to protect its interest in the Property, including, without limitation, the obtaining of such insurance coverage as Lender in its sole discretion deems appropriate, and all expenses incurred by Lender in connection with such action or in obtaining such insurance and keeping it in effect shall be paid by Borrower to Lender promptly following written demand and, until paid, shall be secured by the Lender in the joint names of the Borrower as the owner Pledge Agreement and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;Rate.

Insurance Policies. The Borrower (a) Seller shall take out and use its commercially reasonable efforts to maintain or cause to be taken out maintained in full force and maintained effect until the Closing all risks material insurance policies in effect on the date hereof (or reasonably comparable replacement policies), and rights thereunder with respect to coverage of the Purchased Assets or the Business. All such insurance coverage shall be terminated as of the Closing. Buyer shall be solely responsible for providing insurance with respect to coverage of the Purchased Assets or the Business for any event or occurrence that occurs on or after the Closing. With respect to events, circumstances or claims relating to the Purchased Assets or the Business that occurred or existed prior to the Closing Date that result or are reasonably expected to result in Losses and which are covered by Seller’s or its Affiliates’ insurance policies that apply with respect to coverage of the Purchased Assets or the Business or the locations at which the Business is operated (collectively, the “Pre-Closing Insurance”), on or after the Closing, at Buyer’s reasonable written request, Seller shall continue to pursue any claims pending with Pre-Closing Insurance as of the Closing to the extent applicable to the Purchased Assets or the Business and Seller shall make claims and use commercially reasonable efforts to recover under the Pre-Closing Insurance to the extent such coverage and limits are available with respect to the Purchased Assets or the Business under the Pre-Closing Insurance as of the date of any such claim. By requesting that Seller continue to pursue or make any claims under the Pre-Closing Insurance, Buyer agrees to reimburse Seller or its Affiliates for any costs incurred by any of them on or after the Closing as a result of such claims and Buyer or its Affiliates shall exclusively bear the amount of any “deductibles” or net retentions associated with such claims under the Pre-Closing Insurance. Seller shall hold in trust for and pay to Buyer, promptly upon receipt thereof, all proceeds, recoveries and other monies received by Seller or any of its Affiliates in connection with its claim under any Pre-Closing Insurance. (b) As soon as reasonably practicable following the date of this Agreement, Buyer will obtain and bind the Insurance Policy with respect to the representations and warranties of Seller in this Agreement and the other matters covered by such policy and which expressly provides that (i) the insurer under the Insurance Policy has no subrogation rights, and will not pursue any claim against Seller or any of its respective Affiliates, Subsidiaries or Representatives or any of their respective successors and assigns, except in the joint names case of actual fraud, (ii) following the date of the Borrower and the Lender with such insurance company approved by the Lender, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering Buyer may not modify the period of construction provision(s) of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and such policies shall be in such amounts and shall contain such terms and provisions as shall be approved by the Lender and shall and thereafter upon issuance of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable Insurance Policy in respect of the said policies no subrogation provisions described in clause (i) or in any manner that would allow the insurer thereunder or any other Person to subrogate or otherwise make or bring any action against Seller or any of insurance its Affiliates, Subsidiaries or Representatives or any of their respective successors and submit to assigns, except in the Lender receipts for such paymentcase of actual fraud, in each case without Seller’s prior written consent (which consent may be withheld in Seller’s sole discretion), and if the Borrower fails (iii) Buyer is not required to comply with the provisions pursue remedies against Seller or any of this sub-clause the Lender may at its discretion (but without Affiliates, Subsidiaries or Representatives or any obligations on its part of their respective successors or assigns prior to do so) have or as a condition to making a claim under such insurance effected at the cost Insurance Policy. In furtherance, and not in limitation of the Borrower foregoing, Buyer shall not permit the Insurance Policy to be amended or modified in a manner that adversely affects Seller or any of its Affiliates, Subsidiaries or Representatives or any of their respective successors and all moneys paid by the Lender assigns in any material respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum without Seller’s prior written consent, which consent may be exercised by the Lender;withheld in Seller’s sole discretion.

Insurance Policies. The (a) During the term of the Loan, Borrower shall take out at its sole cost and maintain expense must provide, or cause to be taken out provided, insurance policies and maintained all risks policies certificates of insurance in the joint names for types of the Borrower insurance described below all of which must be satisfactory to Lender as to form of policy, amounts, deductibles, sublimits, types of coverage, exclusions and the Lender with such insurance company approved by the Lender, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and companies underwriting these coverages. In no event shall such policies be terminated or otherwise allowed to lapse. Borrower shall be responsible for its own deductibles. Borrower shall also pay for or cause to be paid for any insurance, or any increase of policy limits, not described in such amounts and shall contain such terms and provisions as this Agreement which Borrower requires for its own protection or for compliance with government statutes. The insurance required hereunder shall be approved primary and without contribution from any insurance procured by the Lender and shall and thereafter upon issuance including, without limitation, any insurance obtained by Lender pursuant to Section 6.1.1(d) hereof. Policies of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to Lender in accordance with the following requirements: (i) Property insurance on the Improvements and retained the Personal Property insuring against any peril now or hereafter included within the classification “All Risk” or “Special Perils,” in each case (1) in an amount equal to 100% of the Full Replacement Cost of the Improvements and Personal Property with a waiver of depreciation and with a Replacement Cost Endorsement; (2) containing an agreed amount endorsement with respect to the Improvements and Personal Property waiving all co-insurance provisions; (3) providing for no deductible in excess of $250,000.00; and (4) containing no margin clause unless approved by Lender and (5) containing Ordinance or Law Coverage, Operation of Building Laws, Demolition Costs and Increased Cost of Construction in an amount reasonably required by Lender or if any of the Improvements or the use of the Property constitute non-conforming structures then in the amount of 100% of the Full Replacement Cost. The Full Replacement Cost shall be determined from time to time by an appraiser or contractor designated and paid by Borrower and approved by Lender or by an engineer or appraiser in the regular employ of the insurer. The “Full Replacement Cost” for purposes of this Article VI shall mean the estimated total cost of construction required to replace the Improvements with a substitute of like utility, and using modern materials and current standards, design and layout. For purposes of calculating Full Replacement Cost direct (hard) costs shall include, without limitation, labor, materials, supervision and contractor’s profit and overhead and indirect (soft) costs shall include, without limitation, fees for architect’s plans and specifications, construction financing costs, permits, sales taxes, insurance and other costs included in the Xxxxxxxx Valuation Service published by Xxxxxxxx & Swifts. (ii) Commercial General Liability insurance against claims for personal injury, bodily injury, death or property damage occurring upon, in or about the Property, such insurance (1) to be on the so-called “occurrence” form with a combined single limit of not less than Fifty Million Dollars ($50,000,000.00); (2) to continue at not less than this limit until required to be changed by Lender in writing by reason of changed economic conditions making such protection inadequate; and (iii) to cover at least the following hazards: (a) premises and operations; (b) products and completed operations on an “if any” basis; (c) independent contractors; (d) blanket contractual liability for all written and oral contracts; (e) innkeeper’s liability; (f) liquor liability; and (g) contractual liability covering the indemnities contained in this Agreement and the other Loan Documents to the extent available. The required limit may be satisfied through a combination of Primary and Excess Liability policies. (iii) Business income insurance in an amount sufficient to prevent Borrower from becoming a co-insurer within the terms of the applicable policies, and sufficient to recover “true actual loss sustained”. The amount of such insurance shall be increased from time to time during the term of the Loan as and when new leases and renewal leases are entered into and rents payable increase or the annual estimate of gross income from occupancy of the Property increases to reflect such rental increases. (iv) If Lender determines at any time that any part of the Property is located in an area identified on a Flood Hazard Boundary Map or Flood Insurance Rate Map issued by the Federal Emergency Management Agency as having special flood hazards and flood insurance has been made available, Borrower will maintain a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration with a generally acceptable insurance carrier, in an amount not less than the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act of 1994, as amended. In addition Difference in Conditions (DIC) insurance and/or excess insurance from and against all losses, damages, costs, expenses, claims and liabilities related to or arising from acts of flood, of such types, in such amounts, with such deductibles, issued by such companies, and on such forms of insurance policies as required by Lender; , if Lender determines at any time that any part of the Borrower shall punctually pay Property is located in Flood Zone A or V. (v) During the period of any construction or renovation or alteration of the Improvements, and only if the Property insurance (as described in Section 6.1.1(a)(i) above) form does not otherwise provide coverage, a so-called “Builder’s All Risk” insurance policy in non-reporting form for any Improvements under construction, renovation or alteration including, without limitation, for demolition and increased cost of construction or renovation, in an amount approved by Lender including an Occupancy endorsement and Worker’s Compensation Insurance covering all premia payable persons engaged in the construction, renovation or alteration in an amount at least equal to the minimum required by statutory limits of the State. (vi) Workers’ Compensation insurance, subject to the statutory limits of the State, and employer’s liability insurance with a limit of at least $1,000,000.00 per accident and per disease per employee, and $1,000,000.00 for disease in the aggregate in respect of any work or operations on or about the said Property, or in connection with the Property or its operations (if applicable). (vii) Boiler & Machinery, or Equipment Breakdown Coverage, insurance covering the major components of the central heating, air conditioning and ventilating systems, boilers, other pressure vessels, high pressure piping and machinery, elevators and escalators, if any, and other similar equipment installed in the Improvements, in an amount equal to one hundred percent (100%) of the full replacement cost of all equipment installed in, on or at the Improvements. These policies shall insure against physical damage to and loss of occupancy and use of the Improvements arising out of an accident or breakdown. (viii) Insurance from and against all losses, damages, costs, expenses, claims and liabilities related to or arising from acts of terrorism, of such types, in such amounts, with such deductibles, issued by such companies, and on such forms of insurance policies as required by Lender. (ix) Business Automobile Insurance with a combined single limit of not less than$1,000,000.00 per occurrence for bodily injury and property damage arising out of the use of owned, non-owned, hired and/or leased automotive equipment when such equipment is operated by Borrower, Borrower’s employees or Borrower’s agents in connection with the Property. (x) Windstorm coverage, including coverage for Named Storms, in an amount equal to the Full Replacement Cost, plus an amount equal to the business income insurance and EPI contemplated in Subsection (a)(iii) of this Section 6.1.1 and on terms consistent with the commercial property insurance policy required under Subsection (a)(i) of this Section 6.1.1, provided, however, that the deductible for windstorm coverage shall not exceed the greater of (i) $250,000.00 or (ii) five percent (5%) of the Full Replacement Cost. (xi) Insurance from or against all losses, damages, costs, expenses, claims and liabilities related to or arising from earthquake on such form of insurance policy and in such amount as required by Lender, and provided that the deductible for earthquake coverage shall not exceed the greater of (i) $250,000.00 or (ii) five percent (5%) of the Full Replacement Cost. (xii) Crime insurance and guest property/safe deposit box coverage of such types, in such amounts, with such deductibles, issued by such companies, and on such forms of insurance policies as required by Lender. (xiii) Such other insurance (i) as may from time to time be required by Lender to replace coverage against any hazard, which as of the date hereof is insured against under any of the insurance policies described in Subsections (a)(i) through (a)(xi) of this Section 6.1.1, and (ii) as may from time to time be reasonably required by Lender against other insurable hazards, including, but not limited to, vandalism, earthquake, environmental, sinkhole and mine subsidence. (b) Lender’s interest must be clearly stated by endorsement in the insurance policies described in this Section 6.1.1 as follows: (i) The policies of insurance referenced in Subsections (a)(i), (a)(iii), (a)(iv), (a)(v), (a)(vii), (a)(x) and submit (a)(xi) of this Section 6.1.1 shall identify Lender under the New York Standard Mortgagee Clause (non-contributory) endorsement. (ii) The insurance policies referenced in Sections 6.1.1(a)(ii) and 6.1.1(a)(ix) shall name Lender as an additional insured. (iii) The policies of insurance referenced in Section 6.1.1(a)(viii) shall name Lender in such form and manner as Lender shall require. (iv) All of the policies referred to in Section 6.1.1 shall provide for at least thirty (30) days’ written notice to Lender in the event of policy cancellation and/or material change. (c) All the insurance companies must be authorized to do business in New York State and the State and be approved by Lender. The insurance companies must have a general policy rating of A.M. Best “Excellent” or better and a financial class of X or better by A.M. Best. So called “Cut-through” endorsements shall not be permitted. Borrower shall deliver evidence satisfactory to Lender receipts for such paymentof payment of premiums due under the insurance policies. (d) Certified copies of the policies, and if the any endorsements, shall be made available for inspection by Lender upon request. If Borrower fails to comply with obtain or maintain insurance policies and coverages as required by this Section 6.1.1 (“Required Insurance”) then Lender shall have the provisions of this sub-clause right but shall not have the Lender may obligation immediately to procure any Required Insurance at its discretion Borrower’s cost. (but without any obligations on its part to do soe) have such insurance effected at Borrower shall be required during the cost term of the Borrower and all moneys paid by the Loan to continue to provide Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers with original renewal policies or replacements of the insurance for policies referenced in Section 6.1.1(a). Lender may accept Certificates of Insurance, if satisfactory to Lender, evidencing insurance policies referenced in this Section 6.1.1 instead of requiring the said sum may actual policies. Lender shall be exercised by provided with renewal Certificates of Insurance, or Binders, prior to each expiration. The failure of Borrower to maintain the insurance required under this Article VI shall not constitute a waiver of Borrower’s obligation to fulfill these requirements. (f) All binders, policies, endorsements, certificates, and cancellation notices are to be sent to the Lender;’s Address for Insurance Notification until changed by notice from Lender. (g) If any policy referred to in Section 6.1.1 is written on a blanket basis, a list of locations and their insurable values shall be provided, as required by Lender.

Insurance Policies. The Borrower (a) Seller shall take out use commercially reasonable efforts, and shall cause the Nordic Companies to use their respective commercially reasonable efforts, to maintain all Policies (or comparable Policies providing substantially similar coverage with respect to the Nordic Companies) in full force and effect at all times up to and including the Closing, and shall pay all premiums, deductibles and retro-adjustment bxxxxxxx, if any, with respect thereto covering all periods, and ensuring coverage of the Nordic Business, up to and including the Closing. (b) With respect to any and all events or circumstances affecting the Nordic Business which could reasonably be the subject of a claim under a Policy that provides coverage with respect to the Nordic Companies which are known prior to the Closing to the employees of Seller or its Affiliates who are responsible for making claims under such Policies, Seller shall, and shall cause its Affiliates to, use commercially reasonable efforts to submit the applicable claims prior to the Closing. (c) Other than as provided in this Section 3.7(c), from and after the Closing, Buyer agrees that it shall not (and shall cause its Affiliates not to) make any claim against Seller or any of its Affiliates, or to any carrier under any Policy of Seller or its Affiliates, alleging that Buyer or any of its Affiliates (including the Nordic Companies) is entitled to coverage or reimbursement under any such Policy. Notwithstanding the foregoing, where any Policy of Seller or its Affiliates with an unaffiliated third party insurer (and excluding, for the avoidance of doubt, any self-insurance, captive insurance or similar program) provides coverage with respect to any Nordic Business Liabilities that (i) constitute claims existing prior to the Closing or (ii) relate to claims made after the Closing with respect to an occurrence prior to the Closing under an occurrence-based policy (collectively, “Covered Claims”), the Nordic Companies may claim coverage under such Policies, control the prosecution and defense of such Covered Claims and receive any insurance recoverables with respect thereto. After the Closing, Seller and its Affiliates shall administer the applicable Policies, provided that such administration shall in no way limit, inhibit or preclude the right of the Nordic Companies to insurance coverage thereunder in accordance with this Section 3.7(c), in each case, with respect to Covered Claims. Buyer shall promptly notify Seller of any Covered Claims, and Seller agrees to cooperate with the Nordic Companies concerning the pursuit by the Nordic Companies of any such Covered Claim, in each case at the expense of Buyer (to the extent such expenses are not covered by the applicable Policies). Buyer shall be responsible for complying with terms of the applicable Policies to obtain coverage for such Covered Claims, including if the applicable Policy requires any payments to be made in connection therewith, and Buyer shall make or cause to be taken out made any such required payments. Any proceeds received by Seller or its Affiliates from any third-party insurance carrier that relate to Covered Claims shall be paid promptly to the applicable Nordic Company. In the event that Covered Claims relate to the same occurrence for which Seller or its Affiliates is seeking coverage under such Policies, Seller and maintained all risks policies Buyer shall cause their applicable Affiliates to jointly defend any such claim of insurance interest necessary to conduct a joint defense, and shall bear any expenses in connection therewith equally (to the joint names of the Borrower and the Lender with extent such insurance company approved expenses are not covered by the Lenderapplicable Policies). In the event that policy limits under an applicable Policy are not sufficient to fund all Covered Claims and any other applicable claims of Seller or its Affiliates, fully insuring amounts due under the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and such policies applicable Policy shall be in such paid on a first come first served basis, and any amounts and shall contain such terms and provisions as simultaneously due shall be approved by the Lender and shall and thereafter upon issuance of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit paid to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender respective entities in respect of such insurances shall on demand be repaid proportion to the Lender for amounts which otherwise would be due were the account limits of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;liability infinite.

Insurance Policies. The Borrower Insurance required hereunder shall take out be kept in companies duly licensed to transact business in the State of California and maintain if such company is rated, maintaining during the policy term a “General Policyholders Rating” of at least A, VIII (or such lesser rating as may be reasonably acceptable to the non-insuring party), as set forth in the most current issue of “Best’s Insurance Guide.” Neither party shall do or permit to be done anything which shall invalidate the insurance policies referred to in this Article 7. With respect to insurance required of the parties hereunder, the party undertaking to obtain such insurance (the “Insuring Party”) shall cause to be taken out and maintained all risks delivered to the other party (the “Non-Insuring Party”) certified copies of policies of insurance in or certificates evidencing the joint names existence and amounts of the Borrower and the Lender with such insurance company approved with the insureds and loss payable clauses as required by this Lease. No such policy shall be cancelable or subject to modification except after thirty (30) days prior written notice from the LenderInsuring Party to the Non-Insuring party. The Insuring Party shall, fully insuring at least fifteen (15) days prior to the Property expiration of such policies, furnish the Non-Insuring Party with evidence of renewals or “insurance binders” evidencing renewal thereof, or else the Non-Insuring may order such insurance and charge the Project cost thereof to the Insuring Party, which amount shall be payable upon demand. If an Insuring Party shall fail to procure and all other properties maintain the insurance required to be carried by it under this Article 7, the Non-Insuring Party may, but shall not be required to, procure and assets of maintain such insurance, but at the Borrower comprised in Insuring Party’s expense. The insurance provided for herein may be brought within the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects coverage of a similar kind and such policies shall be in such amounts and shall contain such terms and provisions as shall be approved by the Lender and shall and thereafter upon issuance of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest so-called “blanket” policy or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance carried and submit to maintained by Tenant or Landlord if (i) Landlord and, if requested by Landlord, any mortgagee of Landlord shall be named as additional insureds or loss payees thereunder as required in this Article 7, (ii) the Lender receipts for such payment, coverage afforded Landlord and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost Tenant shall not be reduced or diminished by reason of the Borrower and all moneys paid by the Lender in respect use of such insurances shall on demand be repaid to the Lender for the account “blanket” policy or policies and (iii) all of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;requirements set forth in this Article 7 are satisfied.

Insurance Policies. The Borrower Tenant shall take out and maintain or cause deliver to be taken out and maintained all risks policies Landlord a certificate of insurance evidencing the insurance policies required under Section 9.1 within fifteen (15) days prior to the Commencement Date of this Lease, and Landlord shall have the right to approve the terms and conditions of said policies. Tenant shall use commercially reasonable efforts to obtain in all insurance policies required of Tenant hereunder an endorsement which provides that the joint names insurer shall endeavor to provide Landlord with thirty (30) days prior written notice of the Borrower and the Lender with such any cancellation, reduction of coverage or other adverse modification to Tenant’s insurance company approved by the Lender, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and such policies but it shall not be in such amounts and shall contain such terms and provisions as shall be approved by the Lender and shall and thereafter upon issuance of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions default of this sub-clause the Lender may at its discretion (but without any obligations on its part Lease by Tenant if Tenant is unable to do so) have such insurance effected at the cost but in all instances, Tenant shall also be required to provide Landlord with prompt written notice of any of the Borrower and all moneys paid by foregoing occurrences upon Tenant’s receipt of notice of the Lender in respect same from Tenant’s insurer. Tenant shall, at least thirty (30) days prior to the expiration of such insurances shall on demand be repaid policies, furnish Landlord with renewals thereof. If Tenant provides certificates of insurance to evidence the Lender for the account of the Lender and until repayment insurance required under this Lease, all such certificates shall be added in form and substance reasonably satisfactory to Landlord, shall affirmatively demonstrate all coverage and requirements set forth in this Lease, shall contain no disclaimers of coverage, and shall include a firm and unconditional obligation to give to Landlord at least thirty (30) days’ prior written notice prior to cancellation or change in any coverage. Tenant's insurance policies shall be issued by insurance companies authorized to do business in the principal moneys hereby secured state in which the Project is located, and bear interest said companies shall maintain during the policy term a "General Policyholders’ Rating" of at least "A" and a financial rating of at least "Class X" (or such other rating as may be required by any lender having a lien on the Default Interest Rate Project), as set forth in the most recent edition of "Best Insurance Reports." All insurance obtained by Tenant shall be primary to and not contributory with any similar insurance carried by Landlord, whose insurance shall be considered excess insurance only. Landlord, and at Landlord's option, the holder of any mortgage or deed of trust encumbering the Project and any person or entity managing the Project on behalf of Landlord, shall be named as an additional insured on all other statutory powers insurance policies Tenant is obligated to obtain by Section 9.1 above. Tenant's insurance policies shall not include deductibles in excess of Twenty-Five Thousand Dollars ($25,000). If any of the insurance coverage which Tenant is obligated to carry pursuant to this Lease is under a blanket insurance policy, then such blanket insurance policy shall expressly afford coverage for the said sum may be exercised by Premises and Landlord as required hereunder. Any umbrella liability policy or excess liability policy shall provide that, if the Lender;underlying aggregate is exhausted, the excess coverage will drop down as primary insurance.

Insurance Policies. (a) On the Closing Date, the Issuer ------------------ shall enter into the Insurance Agreement, pursuant to which the Policies will be issued for the benefit of the Series 2001-A Noteholders and the Counterparty. (b) Prior to 12:00 noon, New York City time, on the third Business Day preceding each Distribution Date, the Servicer shall determine whether there will be a Deficiency Amount on the following Distribution Date. If the Servicer determines that there will be a Deficiency Amount on the following Distribution Date, the Servicer shall complete the notice in the form set forth as an exhibit to the related Policy (the "Notice") and submit such Notice in accordance with the related Policy to the Insurer no later than 3:00 p.m., New York time, on such Business Day, as a claim for an Insured Obligation in an amount equal to such Deficiency Amount. The Borrower Insurer shall take out and maintain remit or cause to be taken out and maintained all risks policies of insurance remitted to the Trustee such Deficiency Amount in accordance with the joint names terms of the Borrower related Policy. (c) The Indenture Trustee shall (i) receive as attorney-in-fact of the applicable owners an Insured Obligation from the Insurer and (ii) distribute the Lender with same to (a) the Class A Noteholders as provided in subsections 5.2(a) and (b) to ------------------ --- the extent that such insurance company approved amounts relate to Monthly Interest or principal of the Class A Notes, respectively, and (b) the Counterparty or the Servicer to the extent that such amounts relate to Net Swap Payments or Monthly Servicing Fees, respectively. Any and all Insured Obligations disbursed by the Lender, fully insuring Indenture Trustee from claims made under the Property and Policies shall not be considered payment by the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered Issuer with respect to property and projects of a similar kind and the Class A Notes or other applicable obligations, nor shall such policies shall be in such amounts and shall contain such terms and provisions as shall be approved by payments discharge the Lender and shall and thereafter upon issuance obligation of the Temporary Occupation PermitIssuer with respect to the Class A Notes or other obligations, and the Lender Insurer shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as become the owner and of such unpaid amounts due from the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable Issuer in respect of Insured Obligations. If on any Distribution Date, the said policies of insurance and submit Indenture Trustee or the Servicer determines that the Insurer has paid more under any Policy than is required by the terms hereof, the Indenture Trustee shall promptly return such excess to the Lender receipts for such payment, Insurer. The Indenture Trustee shall keep a complete and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost accurate record of the Borrower amount of the Insured Obligations paid. The Insurer shall have the right to inspect such record during normal business hours upon prior notice to the Indenture Trustee. (d) So long as no Control Transfer Event shall have occurred and be continuing, the Insurer shall be deemed to be the sole Holder of the Series 2001-A Notes for the purpose of exercising voting rights and the giving of any consents, approvals, instructions, directions, declarations and notices relating to the Series 2001-A Notes. However, for any amendment or waiver requiring the consent of all affected Noteholders, the consent of the Insurer and all moneys paid by the Lender in respect of such insurances shall on demand affected Noteholders will be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;required.

Insurance Policies. (a) The Borrower shall take out Purchaser acknowledges that, other than in respect of any Relevant Insurance Claims and maintain any benefits received in connection therewith or cause any Transferred Policies, neither it nor any member of the Purchaser’s Group has any rights to be or obligations (including the obligations to pay any deductibles, excesses or other amounts) under any Insurance Policies taken out and maintained all risks policies of insurance by or in the joint names favour of the Borrower and the Lender with such insurance company approved by the Lender, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered Seller’s Group with respect to property the DivestCo Business. (b) The Purchaser acknowledges that on and projects from Completion: (i) the DivestCo Business will cease to be covered under any policy of insurance taken out by or in favour of any member of the Seller’s Group, other than in respect of Relevant Insurance Claims, provided that the Seller shall not, and shall procure that no member of the Seller’s Group shall, cancel with retrospective effect any “occurrence based” Insurance Policies which relate to the DivestCo Business; and (ii) it will be responsible for implementing, with effect on and from Completion, all insurances it is required to maintain by applicable law. (c) The Purchaser shall use reasonable endeavours to provide such information, co-operation and assistance (including the making available of employees as witnesses) following Completion as the Seller Parent may reasonably require in order to bring or defend any claim or proceedings relating to the DivestCo Business as conducted by the Seller’s Group prior to Completion, and the Seller Parent shall promptly reimburse the Purchaser and any member of the Purchaser’s Group for any reasonable and properly documented expenditure or costs incurred by them in complying with this Clause 7.4(c). (d) In the event of a similar kind and Relevant Insurance Claim, the Seller Parent shall take such policies shall be in steps, or procure that a Seller Group Company takes such amounts and shall contain such terms and provisions steps, as shall be approved are reasonably requested by the Lender Purchaser in writing to notify the relevant Seller’s Group insurance providers and shall and thereafter upon issuance of pursue a claim under the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable relevant Insurance Policy in respect of the said policies of insurance and submit Relevant Insurance Claim, subject to the Lender receipts for Purchaser providing such paymentinformation, co-operation and assistance as the Seller Parent may reasonably require in order to pursue such Relevant Insurance Claim, and if promptly reimbursing the Borrower fails Seller Parent and any Seller Group Company for any reasonable and properly documented expenditure or costs incurred by them in complying with this Clause 7.4(d). (e) The Seller Parent shall promptly pay to comply with the provisions of this sub-clause the Lender may at Purchaser (or an entity nominated by it) any cash received by it or a Seller Group Company following a successful claim under its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender Insurance Policies in respect of such insurances a Relevant Insurance Claim, net of any reasonable costs incurred that are yet to be reimbursed pursuant to Clause 7.4(d). (f) The Seller Parent shall on demand be repaid notify the Purchaser, as soon as reasonably practicable, if it or any member of the Seller’s Group is entitled to receive any refund or return of premium in whatever form (including credit against premiums for new policies) to the Lender extent in connection with insurance policies (or part thereof) relating to the DivestCo Business for the account which a DivestCo Group Company has been allocated premium amounts by any member of the Lender Seller’s Group, and until repayment the Seller Parent shall be added procure as soon as reasonably practicable following Completion that such amounts are paid to the principal moneys hereby secured Purchaser (or an entity nominated by it) on a pro rata basis. (g) From Completion, the Seller Parent shall procure (at its cost) that the Company maintains tail director and bear interest officers’ liability insurance coverage, which covers each person currently covered by any director and officers’ liability insurance policy of the Seller’s Group in effect at the Default Interest Rate Original SPA Date for acts and all other statutory powers omissions occurring at or prior to Completion (x) for an effective term of six years from Completion and (y) which contains terms that are no less favourable than those in the director and officers’ liability insurance policies of the Seller’s Group as of the Original SPA Date. (h) The Seller Parent shall, and shall procure that the Seller’s Group shall, cooperate with the Purchaser and the Purchaser’s Group to provide it with access to any historical insurance for data that relates to the said sum may be exercised by the Lender;DivestCo Business (including claims, risk exposures, coverage and related information).

Insurance Policies. The Borrower following insurance procedures shall take out apply: (a) Each of CCE and ONEOK agree to procure and maintain insurance coverage with reputable insurers for the Term of this Agreement for the Transition Services provided to the other hereunder. All insurance policies procured and maintained by either of ONEOK or cause CCE must be written with insurance companies authorized to do business in the state where the work will be performed, and under forms of policies reasonably satisfactory to the other, in the kinds and amounts set forth in Exhibit A hereto. (b) It is understood and agreed that the insurance requirements set forth in this Section 7.01 and Exhibit A hereto shall in no way limit ONEOK's or CCE's liability or responsibility under this Agreement or be construed to be taken out the only types and maintained all risks amounts of insurance ONEOK or CCE should maintain to adequately cover themselves from the hazards of their respective occupations. (c) All policies of insurance in the joint names of the Borrower and the Lender with such referred to herein must be primary to any other insurance company approved policies carried by the Lender, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss CCE or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered ONEOK with respect to property the Transition Services provided by ONEOK or CCE respectively. All policies of insurance referred to herein, held by ONEOK or CCE, as applicable, with the exception of Workers' Compensation and projects Employer's Liability, shall name CCE and ONEOK, as applicable, as additional insureds, only to the extent of a similar kind the other Party's indemnity obligations contained herein, covering completed operations, as respects the services performed and such policies shall be in such amounts materials provided, and shall contain such terms a "Cross-Liability" and provisions as "Severability of Interest" provision. Further, each of ONEOK and CCE shall be approved by the Lender and shall and thereafter upon issuance use its best efforts to have all of the Temporary Occupation Permit, above insurance policies provide for thirty (30) days' written notice by certified mail (return receipt requested) to the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names event of the Borrower as the owner and the Lender as mortgageecancellation or a material change. (d) Except where prohibited by law, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit pertaining to this Agreement which are procured, held or maintained by either of ONEOK or CCE, whether required by this Agreement or not, shall be endorsed to provide that the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without underwriters or insurers waive any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by rights of subrogation against the Lender Seller Indemnified Parties (as defined in respect of such insurances shall on demand be repaid to the Lender for ONEOK Purchase Agreement), or the account of Purchaser Indemnified Parties (as defined in the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;ONEOK Purchase Agreement), as applicable.

Insurance Policies. The Borrower (a) Borrower, at its sole cost and expense, shall take out obtain and maintain during the entire Term, or cause to be taken out and maintained all risks policies of insurance in the joint names of the Borrower and the Lender maintained, with such insurance company approved by the Lender, fully insuring respect to the Property and the Project and all other properties and assets of Condominium Property (collectively, the Borrower comprised in “Insured Property”) insurance policies providing at least the Mortgage of the following coverages: (i) Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, insurance against loss or damage by fire covering the full value fire, lightning and such other perils as are included in a standard “special form of the construction cost loss” policy, and piling, workmen's compensation and public liability and against loss or damage by all other risks commonly and hazards covered by a standard “special form of loss” property insurance policy, with no exclusion for damage or destruction caused by the acts of “Terrorists” (as defined by TRIPRA) (or, subject to Section 5.1.1(i) below, standalone coverage with respect thereto) riot and civil commotion, vandalism, malicious mischief, burglary and theft (A) in an amount equal to one hundred percent (100%) of the “Full Replacement Cost” of the Insured Property, which for purposes of this Agreement shall mean actual replacement value (exclusive of costs of excavations, foundations, underground utilities and footings) with a waiver of depreciation; (B) containing an agreed-amount endorsement with respect to the Improvements and personal property of Borrower or any personal property Borrower is required to insure under a Lease at the Insured Property waiving all co-insurance provisions; and projects (C) containing an “Ordinance or Law Coverage” or “Enforcement” endorsement if any of the Improvements or the use of the Insured Property shall at any time constitute legal non-conforming structures or uses, and compensating for loss of value or property resulting from operation of law and the cost of demolition and the increased cost of construction in amounts as reasonably required by Lender and in a form comparable to that customarily utilized for other property similar kind to the Insured Property. In addition, Borrower shall obtain: (y) if any portion of the Improvements is currently or at any time in the future located in a federally designated “special flood hazard area”, flood hazard insurance in an amount equal to the lesser of (1) $100,000,000 or (2) the maximum amount of such insurance available under the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act of 1994, as each may be amended, or such greater amount as Lender shall reasonably require (and in a form comparable to that customarily utilized for other property similar to the Insured Property) to the extent the same is commercially available; and (z) earthquake insurance in amounts and in form and substance reasonably satisfactory to Lender (provided that earthquake insurance shall not be required hereunder unless the Insured Property is located in an area with a high degree of seismic activity which is indicated by a Probable Maximum Loss (“PML”) of greater than twenty percent (20%)), provided that the insurance pursuant to clauses (y) and (z) hereof shall be on terms consistent with the property insurance policy required under this subsection (i); (ii) commercial general liability insurance providing coverages against claims for personal injury, bodily injury, death or property damage occurring upon, in or about the Insured Property, such policies insurance (A) to be on the so-called “occurrence” form and containing minimum limits per occurrence of $1,000,000.00, with an aggregate limit per policy year, excluding umbrella coverage, of not less than $2,000,000.00; (B) to continue at not less than the aforesaid limit until required to be changed by Lender (in Lender’s reasonable discretion after consultation with Lender’s insurance consultant) by reason of changed economic conditions making such protection inadequate; and (C) to cover at least the following hazards: (1) premises and operations; (2) products and completed operations on an “if any” basis; (3) no exclusion for independent contractors; and (4) contractual liability for all insurable contracts as defined in the standard Insurance Service Office (ISO) policy form to the extent the same is commercially available; (iii) rental loss and/or business income interruption insurance (A) with dual-party endorsement; (B) covering all risks required to be covered by the insurance provided for in subsection (i) above and Section 5.1.1(h) below; and (C) covering a period of restoration of twenty-four (24) months and containing an extended period of indemnity endorsement which provides that after the physical loss to the Improvements and Personal Property has been repaired, the continued loss of income will be insured until such income either returns to the same level it was at prior to the loss, or the expiration of twelve (12) months from the date that the Property is repaired or replaced and operations are resumed, whichever first occurs, and notwithstanding that the policy may expire prior to the end of such period; such insurance shall be in an amount equal to one hundred percent (100%) of the projected Gross Revenue (excluding Net Proceeds) from the Property for a period of twenty-four (24) months and shall be determined prior to the date hereof and at least once each year thereafter based on Borrower’s reasonable estimate of the Gross Revenue (excluding Net Proceeds) from the Property for the succeeding twenty-four (24) month period. All proceeds payable to Lender pursuant to this subsection shall be held by Lender (or in a subaccount of the Deposit Account) and shall be applied to the Obligations secured by the Loan Documents from time to time due and payable hereunder and under the Note; provided, however, that nothing herein contained shall be deemed to relieve Borrower of its Obligations to pay the Debt on the respective dates of payment provided for in the Note and the other Loan Documents except to the extent such amounts are available to be actually paid out of the proceeds of such business income or commercial rents insurance; (iv) during any period in which structural construction, structural repairs or structural restorations are being performed with respect to the Improvements, and shall contain such only if the Property coverage form or Condominium Property coverage form, as applicable, does not otherwise apply, (A) owner’s contingent or protective liability insurance covering claims not covered by or under the terms or provisions of the above-mentioned commercial general liability insurance policy; and provisions (B) the insurance provided for in subsection (i) above written in a so-called builder’s risk completed-value form (1) on a non-reporting basis, (2) against all risks insured against pursuant to subsection (i) above, (3) including permission to occupy the Property or Condominium Property (as applicable), and (4) with an agreed amount endorsement waiving co-insurance provisions; (v) worker’s compensation and employer’s liability insurance for all employees employed by Borrower with limits required by the statutory limits of the state in which the Insured Property is located in respect of any work or operations on or about the Insured Property or in connection with the Insured Property or its operation (if applicable); (vi) comprehensive boiler and machinery insurance, if applicable, in amounts as shall be approved by reasonably acceptable to Lender on terms consistent with the commercial property insurance policy required under subsection (i) above; (vii) umbrella liability insurance in addition to primary coverage in an amount not less than $200,000,000.00 per occurrence on terms consistent with the commercial general liability insurance policy required under subsection (ii) above and subsection (viii) below; (viii) motor vehicle liability coverage, if applicable, for all owned and non-owned vehicles, including rented and leased vehicles containing minimum limits per occurrence, including umbrella coverage, with limits which are reasonably acceptable to Lender and shall and thereafter upon issuance from time to time; (ix) if not covered under (i) above, windstorm insurance in an amount equal to the Outstanding Principal Balance or such lesser amount as reasonably acceptable to Lender in writing, but in no event greater than the sum of the Temporary Occupation PermitFull Replacement Cost of the Insured Property and the required business income interruption insurance; and (x) at Lender’s reasonable request, upon ninety (90) days’ written notice, (A) such other insurance with respect to the Lender shall arrange for either a mortgagee interest Insured Property against loss or fire insurance damage from time to time of the kinds customarily insured in such amounts as are generally required by institutional lenders on loans secured by similar properties as the Insured Property located in or around the region in which the Insured Property is located and (B) such increases in the amounts of coverage required hereunder as may be decided reasonably requested by Lender, taking into consideration changes in liability laws and changes in prudent customs and practices, and otherwise currently being required with respect to properties similar to the Insured Property with mortgage loans similar to the Loan and is commercially available at the time of request. (b) All insurance provided for in Section 5.1.1(a) shall be obtained under valid and enforceable policies (collectively, the “Policies” or in the singular, the “Policy”) and shall be subject to the reasonable approval of Lender as to form and substance, including amounts, deductibles, loss payees and insureds, subject to the express requirements of Section 5.1.1(a) and the other provisions of this Section 5.1, it being agreed by the Lender to cover parties that the loan amount or replacement cost, Policies covering the Insured Property as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as Closing Date satisfy the owner requirements contained herein. Not less than three (3) Business Days prior to the expiration dates of the Policies theretofore furnished to Lender, certificates of insurance evidencing the renewal Policies (and, upon the written request of Lender, copies of such Policies to the extent such Policies have been received and approved by Borrower) accompanied, within thirty (30) days after the respective due dates therefor, by evidence reasonably satisfactory to Lender as mortgageeof payment of the premiums then due thereunder (the “Insurance Premiums”), such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered by Borrower to and retained by the Lender; the Lender (provided, however, that Borrower shall punctually need not pay all premia payable in respect any Insurance Premiums directly nor furnish such evidence of the said policies payment of insurance and submit Insurance Premiums to the Lender receipts extent that funds to pay for such payment, and if Insurance Premiums have been deposited into the Borrower fails Insurance Account pursuant to comply Section 6.4). (c) Any blanket insurance Policy shall provide the same protection as would a separate Policy insuring only the Property in compliance with the provisions of this sub-clause the Lender may at its discretion Section 5.1.1(a) (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;blanket policy, an “Acceptable Blanket Policy”).

Insurance Policies. 8.1 The Borrower shall take out insurance policies over a Collateral Vessel will cover marine risks to its hull and maintain or cause machinery, war risks and liability risks on an agreed value basis for an amount which is greater from time to be taken out time of (A) the relevant Vessel’s full market value and maintained (B) an amount which (when aggregated with the amounts for which all risks policies of insurance in the joint names other Collateral Vessels which are similarly insured) equals one hundred and twenty per cent (120%) of the Borrower and aggregate amount of the Lender with such insurance company approved by Credit Facility Commitments, the Lender, fully insuring the Property and the Project Bond And Other Secured Debt Liabilities and all other properties drawn amounts under any other Credit Facility Documents and assets of the Borrower comprised Bond And Other Secured Debt Documents (in each case as such term is defined in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and such Intercreditor Agreement). These policies shall be assigned and the insurers instructed to pay out claims proceeds into a blocked account (with the relevant withdrawal permissions) held in such amounts the name of the relevant debtor situated in England or, with the prior written consent of the Security Agent, to the debtor. Each Collateral Vessel shall remain entered in a protection and indemnity association in both protection and indemnity classes, or remain otherwise insured against protection and indemnity risk and liabilities. 8.2 In relation to any insurance policy other than those relating to a Collateral Vessel: (a) if required by local law to perfect the security or to exclude the possibility that the debtor pays to the relevant member of the Group with discharging effect, notice of the security will be served on the insurance provider within ten (10) Business Days of the security being granted and the relevant member of the Group shall contain such terms and provisions as use its reasonable efforts to obtain an acknowledgement of that notice within twenty (20) Business Days of service. If the relevant member of the Group has used its reasonable efforts but has not been able to obtain acknowledgement its obligation to obtain acknowledgement shall cease on the expiry of that twenty (20) Business Day period; and (b) no loss payee or other endorsement shall be approved made on the insurance policy. 8.3 In relation to any insurance policy relating to a Vessel: (a) notice of the security will be served on the insurance provider within ten (10) Business Days of the security being granted; (b) the relevant member of the Group shall use its reasonable efforts to obtain a loss payee or other endorsement or, in the case of entries in a protection and indemnity association, a note of the as-signee’s interest made on the insurance policy; and (c) the relevant member of the Group shall use its reasonable efforts to obtain a letter of undertaking issued to the assignee by the Lender broker(s) through whom the relevant policy is placed (or, in the case of entries in protection and shall and thereafter upon issuance indemnity or war risks associations, by their managers). If the relevant member of the Temporary Occupation Permit, Group has used its reasonable efforts to ensure the Lender shall arrange obligation in either (b) or (c) of this paragraph 8.3 for either a mortgagee interest or fire insurance as may be decided by period of six (6) weeks from the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names serving of the Borrower notice as the owner and the Lender as mortgageerequired by (a) above but its obligation remains unfulfilled, such policies shall contain non-cancellation and standard mortgagee clauses naming as obligation to obtain the loss payee endorsement, note of assignment or letter of undertaking (as applicable) shall cease on the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect expiry of the said policies of insurance and submit to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion six (but without any obligations on its part to do so6) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;week period.

Insurance Policies. The Borrower All insurance required hereunder shall take out be effective under a valid and maintain enforceable policy or policies issued by an insurer of recognized responsibility approved by Mortgagee. All policies of insurance required in Section 1.04 shall be written or endorsed in accordance with the provisions of the Loan Agreement. These policies shall provide that all proceeds of such insurance (except as provided in the following sentence) shall be payable to Mortgagee pursuant to a standard mortgagee clause to be attached to each such policy, but subject to the provisions of Section 1.04 above. So long as no uncured Event of Default then shall exist, the proceeds of insurance covering the interruption of Mortgagor’s business, and the revenues from operation of the business conducted from the Mortgaged Property damaged by an insured casualty, may be paid directly to Mortgagor. Mortgagor shall deposit with Mortgagee copies of policies evidencing all such insurance, if so requested by Mortgagee, or a certificate or certificates of the respective insurers stating that such insurance is in force and effect. Mortgagor shall keep all policies of insurance constantly assigned, pledged and delivered to the Mortgagee. Mortgagor shall pay or cause to be taken out and maintained paid all risks policies of insurance in the joint names of the Borrower and the Lender with such insurance company approved by the Lender, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered premiums due with respect to property and projects of a similar kind and such policies the same and, if so requested by Mortgagee, shall be in such amounts and shall contain such terms and provisions as shall be approved by the Lender and shall and thereafter upon issuance furnish to Mortgagee satisfactory proof of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or timely making of such other amount as may be determined by the Lender payments in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit to the Lender receipts for such payment, and if the Borrower fails to comply accordance with the provisions of the Loan Agreement. Each policy of insurance herein required shall contain a provision that the insurer shall not cancel, refuse to renew or materially modify it without giving written notice to Mortgagee at least thirty (30) days (or, in the case of cancellation due to non-payment, such shorter period as mandated by state law, but in no event less than ten (10) days) before the cancellation, non-renewal or modification becomes effective. At least ten (10) Business Days before the expiration date of each expiring policy promptly, Mortgagor shall furnish Mortgagee with evidence satisfactory to Mortgagee that the policy has been renewed or replaced by another policy conforming to the provisions of this subSection or that there is no necessity therefor under the terms hereof. In lieu of separate policies, Mortgagor may maintain blanket policies having the coverage required herein, in which event it shall deposit with Mortgagee a certificate or certificates of the respective insurance as to the amount of coverage. Notwithstanding Mortgagee’s rights under Sections 1.04 and 1.05, Mortgagee will not be liable for any loss, damage or injury resulting from the inadequacy or lack of any insurance coverage. If an insured casualty occurs where (i) the loss is in an aggregate amount less than the 20% of the outstanding principal balance of the Term Loan; (ii) in the reasonable judgment of Mortgagee the Mortgaged Property can be restored within one year, and prior to one year before the Maturity Date and prior to the expiration of the rental or business interruption insurance with respect thereto, to the Mortgaged Property’s pre-clause existing condition and utility as existed immediately prior to such insured casualty and to an economic unit not less valuable and not less useful than the Lender may at its discretion same was immediately prior to the insured casualty; and (but without iii) no Default or Event of Default shall have occurred and be then continuing, then the insurance proceeds (after reimbursement to Mortgagee of any obligations on its part expenses incurred by Mortgagee in collecting such proceeds), shall be applied to do so) have such insurance effected at reimburse Mortgagor for the cost of restoring, repairing, replacing or rebuilding the Borrower Mortgaged Property (the “Restoration”), in the manner set forth herein. Mortgagor shall commence and diligently prosecute such Restoration. Notwithstanding the foregoing, in no event shall Mortgagee be obligated to apply the proceeds to reimburse Mortgagor for the cost of Restoration unless, in addition to satisfaction of the foregoing conditions, Mortgagor shall pay (and if required by Mortgagee, Mortgagor shall deposit with Mortgagee in advance) all moneys paid costs of such Restoration in excess of the net amount of the proceeds made available pursuant to the terms hereof. Except as provided in the immediately preceding paragraph, after deducting the costs incurred by Mortgagee in collecting the proceeds of any insurance, Mortgagee may, in its sole discretion, (i) apply such proceeds as a credit against any portion of the Secured Obligations selected by Mortgagee in its sole discretion; (ii) apply the proceeds to restore the Improvements, provided that Mortgagee will not be obligated to see to the proper application of the proceeds and provided, further, that any amounts released for restoration will not be deemed a payment on the Secured Obligations; or (iii) deliver the proceeds to Mortgagor. If Mortgagor is entitled to insurance proceeds held by Mortgagee, such proceeds shall be disbursed upon Mortgagee being furnished with (i) evidence satisfactory to Mortgagee of the estimated cost of completion of the Restoration, (ii) evidence reasonably satisfactory to Mortgagee of the availability of all funds in addition to the proceeds that in Mortgagee’s judgment are required to complete the proposed Restoration (which availability may be evidenced by the Lender in respect deposit of such insurances additional funds with Mortgagee, a letter of credit in the amount of such additional required funds, or other evidence reasonably satisfactory to Mortgagee as agreed with Mortgagor at the time of such event); and (iii) if appropriate in connection with the nature of the casualty, plans and specifications or other reasonably detailed description of Mortgagor’s plans to accomplish such Restoration (the “Plans”), such Plans to be approved by Mortgagee for casualties where the loss is in an aggregate amount of $2,000,000.00 or more, prior to disbursement of any proceeds, which approval shall on demand not unreasonably be repaid withheld or delayed. In the event that the Restoration is for a loss in an aggregate amount less than $2,000,000, Mortgagor may proceed with such Restoration without prior approval of Plans therefor so long as Mortgagor shall certify to Mortgagee prior to disbursement of any proceeds that such Restoration complies with the other requirements of this Section 1.05 concerning Restoration, and if requested by Mortgagee provides to Mortgagee the Plans for such Restoration. Mortgagee shall review Plans for a Restoration as promptly as commercially practicable after receipt of such Plans from Mortgagor. At all times, the insurance proceeds (or, after application of a portion of such proceeds, the undisbursed balance of such proceeds remaining in the hands of Mortgagee), together with funds to be made available by Mortgagor for that purpose to the Lender satisfaction of Mortgagee, shall be at least sufficient in the reasonable judgment of Mortgagee to pay for the account cost of completion of the Lender Restoration, free and until repayment clear of all Liens or claims for Lien. Provided no Event of Default then exists, any surplus that remains out of the Proceeds held by Mortgagee after payment of such costs of Restoration shall be added paid to Mortgagor. Any surplus that remains out of the Award received by Mortgagee after payment of such costs of Restoration shall, in the discretion of Mortgagee, be retained by Mortgagee and applied to payment of the Debt or returned to Mortgagor. Notwithstanding anything set forth in this Section 1.05 to the principal moneys hereby secured contrary, the conditions set forth in this Section 1.05 relate solely to the application of proceeds of insurance covering an insured casualty, and bear interest at shall not prevent, and Mortgagor may, proceed with Restoration immediately after any casualty without prior consent or approval by Mortgagee, subject to compliance with the Default Interest Rate requirements for restoration and all other statutory powers maintenance of the insurance for Mortgaged Property set forth in Section 1.07 (“Care of the said sum may be exercised by Property”) of this Mortgage and Section 6.06 (“Maintenance of Properties; Collateral”) of the Lender;Loan Agreement.

Insurance Policies. The Borrower (a) All insurance provided for under this Article 9 shall take out and maintain or cause be affected by policies issued by insurance companies of qualified to be taken out and maintained all risks policies of insurance do business in the joint names State of Pennsylvania with a Best rating of at least A-VII (or such higher rating as a Mortgagee shall require). Such insurance may be carried under blanket policies covering the Hotel and other locations provided such policies otherwise comply with all of the Borrower and the Lender with such insurance company approved by the Lender, fully insuring the Property and the Project and all other properties and assets requirements of the Borrower comprised in the Mortgage Exhibit “A”. (b) Certificates of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and such policies shall be in such amounts and shall contain such terms and provisions as shall be approved by the Lender and shall and thereafter upon issuance of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to Operator and retained Manager on or before the Effective Date. All insurance policies shall be renewed, and proof of such renewals shall be delivered to Operator and Manager at least ten (10) days prior to their respective expiration dates. (c) All insurance policies procured by Manager or Operator under Section 9.1 shall be written in the name of Operator or Manager with (i) Owner, Operator, Xxxxx Watermark Investors Incorporated, CWI OP, L.P., Xxxxx Lodging Advisors, LLC, and CWA, LLC being named thereon as named insureds, and (ii) Manager, any Mortgagee(s), franchisor and any other appropriate parties designated by Operator or Manager being named thereon as additional insureds (as their respective interests may appear), except for workers’ compensation insurance and other insurance with respect to which it is impractical and inappropriate to name other parties as additional insureds. (d) All insurance policies shall provide: (i) Operator and/or Manager will provide written notice of cancellation within at least thirty (30) days’ prior written notice by the Lenderprovider of such insurance coverage in the event of a cancellation of coverage and Operator and/or Manager shall promptly notify the other Party of such notification; (ii) a mortgagee clause to the Borrower effect that no act or omission of Operator, Manager or their respective Affiliates shall punctually pay all premia payable in respect affect the obligation of the said insurer to pay the full amount of any loss sustained to the mortgagee if the mortgagee pays the premium due upon the insurer’s request and complies with applicable provisions in reporting the loss; (iii) for all coverages except for pollution legal liability, commercial crime and employment practices liability, a mutual endorsement denying to the insurer rights of subrogation against the other party, and its Affiliates, to the extent rights of recovery against the other party, and its Affiliates, have been waived by the insured prior to occurrence of injury or loss and further providing that the insurance will not be invalidated by such a waiver; and (iv) a severability of interests (cross-liability) provision. Any insurance may be provided under blanket policies of insurance. All property insurance maintained by Manager, so long as the Hotel is mortgaged or encumbered pursuant to a mortgage or similar security instrument, shall be subject to a standard mortgagee clause in favor of the holder of the mortgage or other security instrument and submit shall provide the insurance company will have no right of subrogation against such holder. (e) Certificates of insurance (and copies of policies, to the Lender receipts for such payment, extent required) shall be sent to Manager and if the Borrower fails to comply with the provisions of this sub-clause the Lender may Operator at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower their respective addresses set forth in Article 13 hereof and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for Mortgagee(s) at such addressees as the account of the Lender and until repayment Mortgagee(s) shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers designate. Upon request by Operator or Manager, summaries of the insurance policies including pertinent policy information shall be provided to the other party. (f) All coverage limits and deductible amounts set forth in Exhibit “A” shall be reviewed by Operator and Manager from time to time for the said sum may be exercised by purpose of determining the Lender;coverage limits and deductible amounts then appropriate for properties similar in type and construction to the Hotel and for the nature of the business being conducted. Manager and Operator shall cooperate in good faith to arrive at an agreement on such matters.

Insurance Policies. The EXHIBIT 7-8, annexed hereto, is a schedule of all insurance policies owned by any Borrower shall take out or under which any Borrower is the named insured. Each of such policies is in full force and effect. Neither any Borrower nor, to the knowledge of the Borrowers, the issuer of any such policy is in default or violation of any such policy. (a) Each Borrower will maintain or cause to be taken out and maintained on all risks policies of insurable properties now or hereafter owned by such Borrower or any Subsidiary insurance in the joint names of the Borrower and the Lender with such insurance company approved by the Lender, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, against loss or damage by fire covering or other casualty to the full value extent customary with respect to like properties of the construction cost companies conducting similar businesses and piling, will maintain or cause to be maintained public liability and workmen's compensation insurance insuring such Borrower and public liability and all other risks commonly covered its Subsidiaries to the extent customary with respect to property and projects companies conducting similar businesses and, upon request, will furnish to the Documentation Agent satisfactory evidence of the same. After the occurrence of a similar kind Collateral Provision Event, all insurance carried by any Borrower shall name the Documentation Agent as additional insured and such policies shall be in such amounts as additional loss payee and shall contain such terms and provisions as shall be approved by provide for a minimum of thirty (30) days' written notice of cancellation to the Lender and shall and thereafter upon issuance Documentation Agent. In the event of the Temporary Occupation Permitfailure by any Borrower to maintain insurance as required herein, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement costDocumentation Agent, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have option, may obtain such insurance effected at the cost and expense of the Borrowers. Each Borrower shall furnish to the Documentation Agent certificates or other evidence reasonably satisfactory to the Documentation Agent regarding compliance by such Borrower with the foregoing insurance provisions. (b) After the occurrence of a Collateral Provision Event, each Borrower shall advise the Documentation Agent of each material claim made by such Borrower under any policy of insurance which covers the Assets and will permit the Documentation Agent, at the Documentation Agent's option in each instance, to the exclusion of such Borrower, to conduct the adjustment of each such claim while any Event of Default is then in existence. Each Borrower hereby appoints the Documentation Agent as such Borrower's attorney in fact, exercisable after the occurrence of an Event of Default, to obtain, adjust, settle, and cancel any insurance described in this section and to endorse in favor of the Documentation Agent any and all moneys paid drafts and other instruments with respect to such insurance, in each case during the continuance of any Event of Default. Such appointment, being coupled with an interest, is irrevocable until this Agreement is terminated by a written instrument executed by a duly authorized officer of the Lender Documentation Agent. The Documentation Agent shall not be liable on account of any exercise pursuant to said power except for any exercise in respect actual willful misconduct, gross negligence or bad faith. The Documentation Agent may apply any proceeds of such insurances shall on demand be repaid to insurance against the Lender for Liabilities, whether or not such have matured, in such order of application as the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum Documentation Agent may be exercised by the Lender;determine.

Insurance Policies. The Borrower Subtenant shall take maintain throughout the Term of this Sublease commercial general liability insurance on an occurrence basis in respect of the Subleased Premises and the conduct and operation of business therein, with Sublandlord and the Overlandlord named as additional insured, with limits of Five Million and 00/100 ($5,000,000.00) Dollars combined single limit for bodily injury or death or for property damage, including water damage legal liability, arising out of any one occurrence or accident. Subtenant shall also obtain casualty insurance covering all tenant improvements, furniture, fixtures, furnishings, business equipment and maintain contents of the Subleased Premises, including without limitation, the furniture systems owned by Sublandlord and made available for Subtenant's use as more fully set forth herein, to the extent of their full insurable value and with a replacement cost endorsement. Subtenant shall deliver to Sublandlord a policy or cause to be taken out and maintained all risks policies certificate of insurance in prior to the joint names of the Borrower Commencement Date, and the Lender with such insurance company approved by the Lender, fully insuring the Property Sublandlord and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of Overlandlord shall be named as an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered additional insured with respect to property the policies of liability insurance required hereunder and projects Sublandlord shall be named as an additional insured with respect to the casualty insurance policy required to be maintained. Subtenant shall procure and pay for renewals of a similar kind such insurance from time to time before the expiration thereof, and Subtenant shall deliver to Sublandlord and the Overlandlord such renewal policy or certificate of insurance at least thirty (30) days before the expiration of any existing policy. All such policies shall be in such amounts and shall contain such terms and provisions as shall be approved issued by the Lender and shall and thereafter upon issuance of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender reputable companies licensed to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender do business in the joint names State of the Borrower as the owner New York which are reasonably acceptable to Sublandlord, and the Lender as mortgagee, all such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee a provision whereby the Lender same cannot be canceled unless Sublandlord and the Overlandlord are given at least thirty (30) days' prior written notice of such cancellation or modification. Such policies shall be delivered reasonably satisfactory to Sublandlord and retained by Sublandlord may require that the Lender; limits of liability on the Borrower shall punctually pay all premia payable commercial general liability policy required hereunder be increased from time to time, but not more frequently than every three (3) years .to an amount which is reasonably satisfactory to Sublandlord and which is consistent with that required of tenants in respect comparable first class office buildings in the Times Square area of the said policies of insurance New York City (i.e. 3 and submit to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;5 Times Square),

Insurance Policies. The Borrower (a) All insurance provided for under this Article shall take out be effected by policies issued by insurance companies of good reputation and maintain or cause sound financial responsibility and shall be subject to Owner's and Manager's approval. Such insurance may be taken out carried under blanket policies covering the Facility and maintained other locations provided such policies otherwise comply with all risks policies of the requirements of Exhibit "A". (b) Certificates of insurance in the joint names of the Borrower and the Lender with such insurance company approved by the Lender, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and such policies shall be in such amounts and shall contain such terms and provisions as shall be approved by the Lender and shall and thereafter upon issuance of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to Owner by Manager on or before the Commencement Date. All insurance policies shall be renewed, and retained proof of such renewals shall be delivered to Owner and Manager at least ten (10) days prior to their respective expiration dates. (c) All insurance policies procured by Owner under Article 10.01 shall be written in the Lender; name of Owner with Manager being named thereon as an additional insured (as its interest may appear). All insurance policies procured by Manager under Article 10.01 shall be written in the Borrower name of Manager, with Owner being named thereon as an additional insured (as its interest may appear), except for workers' compensation insurance and other insurance with respect to which it is impractical and inappropriate to name other parties as additional insureds. (d) All casualty insurance policies shall punctually pay all premia be endorsed specifically to the effect that the proceeds of any building, contents or business interruption losses shall be made payable to Owner but shall be held and used by Owner as provided in respect of the said this Agreement. All such policies of insurance and submit shall also be endorsed specifically to the Lender receipts effect that such policies shall not be canceled or materially changed without at least thirty (30) days' prior written notice to Owner and Manager. Each party shall use all reasonable efforts to cause any policy which it is responsible to obtain under Exhibit "A" to provide that the insurer shall not have any rights of subrogation to any claim which either party hereto may have or may acquire against the other. Neither Owner nor Manager shall have any claim against the other with respect to the failure of any insurance carrier to provide the coverage or protection placed with such carrier as contemplated by this Agreement. (e) Certificates of insurance shall be sent to Manager and to Owner at their respective addresses set forth below. (f) All coverage limits and deductible amounts set forth in Exhibit "A" shall be reviewed by Owner and Manager from time to time for such payment, the purpose of determining the coverage limits and if deductible amounts are appropriate for properties similar in type and construction to the Borrower fails to comply with Facility and for the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost nature of the Borrower business being conducted. Manager and all moneys paid by the Lender Owner shall cooperate in respect of good faith to arrive at an agreement on such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;matters.

Insurance Policies. The Borrower shall take out Set forth in SCHEDULE 4.11(a) is a complete and maintain or cause to be taken out accurate list and maintained description of all risks policies of insurance in the joint names of the Borrower and the Lender with such insurance company approved by the Lenderfire, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policyliability, Public Liability Insurance product liability, workers compensation, health and other usual risks covering the period forms of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered insurance presently in effect with respect to property the business and projects properties of a similar kind Seller, true and correct copies of which have heretofore been delivered to Buyer. SCHEDULE 4.11(a) includes, without limitation, the carrier, the description of coverage, the limits of coverage, retention or deductible amounts, amount of annual premiums, date of expiration and the date through which premiums have been paid with respect to each such policy, and any pending claims. All such policies shall be are valid, outstanding and enforceable policies and provide insurance coverage for the properties, assets and operations of Seller, of the kinds, in such the amounts and shall contain against the risks customarily maintained by organizations similarly situated; and no such terms policy (nor any previous policy) provides for or is subject to any currently enforceable retroactive rate or premium adjustment, loss sharing arrangement or other actual or contingent liability arising wholly or partially out of events arising prior to the date hereof. No notice of cancellation or termination has been received with respect to any such policy, and provisions Seller has no Knowledge of any act or omission of Seller that could result in cancellation of any such policy prior to its scheduled expiration date. Seller has not been refused any insurance with respect to any aspect of the operations of the business nor has its coverage been limited by any insurance carrier to which it has applied for insurance or with which it has carried insurance during the last three years. Seller has duly and timely made all claims it has been entitled to make under each policy of insurance. There is no claim by Seller pending under any such policies as shall be approved to which coverage has been questioned, denied or disputed by the Lender underwriters of such policies, and shall and thereafter upon issuance Seller does not know of any basis for denial of any claim under any such policy. Seller has not received any written notice from or on behalf of any insurance carrier issuing any such policy that insurance rates therefor will hereafter be substantially increased (except to the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest or fire extent that insurance as rates may be decided increased for all similarly situated risks) or that there will hereafter be a cancellation or an increase in a deductible (or an increase in premiums in order to maintain an existing deductible) or nonrenewal of any such policy. Such policies are sufficient in all material respects for compliance by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names Seller with all requirements of the Borrower as the owner law and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions requirements of this sub-clause the Lender may at its discretion (but without any obligations on its part all material contracts to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;which Seller is a party.

Insurance Policies. The Borrower shall take out procure and maintain or cause to be taken out insurance policies and maintained all risks policies of meet the other insurance in requirements as set forth on Exhibit D attached hereto. Borrower shall insure the joint names of Collateral for the Borrower and the Lender with such insurance company approved by the Lender, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an full insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, value thereof against loss or damage by fire covering fire, theft, explosion, sprinklers, collision (in the full value case of the construction cost motor vehicles) and piling, workmen's compensation and public liability and all such other risks commonly covered as are customarily insured against by Persons engaged in businesses similar to that of Borrower, with respect to property and projects of a similar kind and such policies shall be companies, in such amounts and shall contain amounts, with such terms and provisions deductibles, as shall be approved by reasonably satisfactory to the Lender and shall and thereafter upon issuance of the Temporary Occupation PermitLenders, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or with such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance naming the Lenders as an additional insured. In addition, Borrower shall assist the Lenders in obtaining a Standard Flood Hazard Determination required by the Flood Disaster Protection Act of 1973, 42 U.S.C. §4001 et seq. If all or any part of the Leased Space lies within any flood hazard area, Borrower shall maintain flood insurance in an amount customarily maintained by Persons engaged in similar businesses as Borrower. Insurance bills, inclusive of invoices for insurance premiums for the Leased Space and submit Improvements shall be paid before the due date thereof. All insurance policies required by this Loan Agreement shall provide that any losses shall be payable to the Lender receipts Lenders notwithstanding (A) any act, failure to act or negligence of or violation of warranties, declarations or conditions contained in such policy by any named insured, (B) the occupation or use of the Project for such paymentpurposes more hazardous than permitted by the terms thereof, and if (C) any foreclosure or other action or proceeding taken by the Lenders pursuant to any provision of the Loan Documents, or (D) any change in title to or ownership of the Leased Space or Improvements. The Borrower fails to comply shall provide the Lenders with evidence of insurance evidencing compliance with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower foregoing as and all moneys paid when requested by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;Lenders.

Insurance Policies. The (a) Each Borrower shall take out at all times maintain with insurance companies acceptable to Lender in its reasonable judgment, such insurance coverage as may be required by any law or governmental regulation or court decree or order applicable to it and such other insurance, to such extent and against such hazards and liabilities, including employers’, public and professional liability risks, as is customarily maintained by companies similarly situated, and shall have insured amounts no less than, and deductibles no higher than, are acceptable to Lender in its reasonable judgment. Each Borrower shall furnish to Lender a certificate setting forth in reasonable detail the nature and extent of all insurance maintained by such Borrower, which shall be acceptable in all respects to Lender in its reasonable judgment. Each Borrower shall cause each issuer of an insurance policy to provide Lender with an endorsement (i) showing Lender as lender’s loss payee with respect to each policy of property or casualty insurance; and (ii) providing that 30 days’ notice will be given to Lender prior to any cancellation of, material reduction or change in coverage provided by or other material modification to such policy. Each Borrower shall execute and deliver to Lender a collateral assignment, in form and substance satisfactory to Lender, of each business interruption insurance policy maintained by such Borrower. (b) In the event any Borrower either fail to provide Lender with evidence of the insurance coverage required by this Section or at any time hereafter shall fail to obtain or maintain or cause to be taken out and maintained all risks any of the policies of insurance required above, or to pay any premium in the joint names of the Borrower and the Lender with such insurance company approved by the whole or in part relating thereto, then Lender, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature without waiving or releasing any obligation or default by Borrowers hereunder, may at any time (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and such policies but shall be in under no obligation to so act), obtain and maintain such amounts and shall contain such terms and provisions as shall be approved by the Lender and shall and thereafter upon issuance of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit to pay such premiums and take any other action with respect thereto, which Lender deems advisable. This insurance coverage (i) may, but need not, protect such Borrower’s interests in such property, including the Lender receipts for such paymentCollateral, and if (ii) may not pay any claim made by, or against, such Borrower in connection with such property, including the Collateral. Such Borrower fails to comply may later cancel any such insurance purchased by Lender, but only after providing Lender with evidence that such Borrower has obtained the insurance coverage required by this Section. If Lender purchases insurance, Borrowers will be responsible for the costs of that insurance, including interest and any other charges that may be imposed with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost placement of the Borrower and all moneys paid by insurance, until the Lender in respect of such insurances shall on demand be repaid to the Lender for the account effective date of the Lender and until repayment shall cancellation or expiration of the insurance. The costs of the insurance may be added to the principal moneys hereby secured and bear interest at amount of the Default Interest Rate and all other statutory powers Loan owing hereunder. The costs of the insurance for the said sum may be exercised by more than the Lender;cost of the insurance Borrowers may be able to obtain on their own.

Insurance Policies. The Borrower shall take out and maintain or cause to be taken out and maintained all risks policies of insurance in the joint names of the Borrower and the Lender with such insurance company approved by the Lender, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and such policies required hereunder shall be in such amounts companies duly licensed to transact business in the state where the Premises are located, and shall contain such terms and provisions as shall be approved by maintaining during the Lender and shall and thereafter upon issuance policy term a “General Policyholders Rating” of the Temporary Occupation Permitat least A-, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may beVIII, or such other amount rating as may be determined reasonably required by a Lender having a lien on the Lender Premises, as set forth in the joint names most current issue of “Best’s Insurance Guide.” For the Borrower as insurance required to be carried by Tenant hereunder, Tenant shall not do or permit to be done anything which shall invalidate the owner and the Lender as mortgagee, such insurance policies referred to in this Paragraph 15. Tenant shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall cause to be delivered to Landlord certified copies of policies of such insurance or certificates evidencing the existence and retained amounts of such insurance with the insureds and loss payable clauses as required by this Lease. Such policies shall provide that the Lenderinsurer shall provide Landlord with thirty (30) days prior written notice of cancellation or material modification, PROVIDED that if Tenant’s insurer will not take such action or will take such action only for a fee that Tenant deems unreasonable, Tenant may at its option elect to provide such information itself at Tenant’s cost and risk. Tenant shall, at least thirty (30) days prior to the expiration of such policies, furnish Landlord with evidence of renewals or “insurance binders” evidencing renewal thereof, or Landlord may order such insurance and charge the cost thereof to Tenant, which amount shall be payable by Tenant to Landlord upon demand. If Tenant shall fail to procure and maintain the insurance required to be carried by Tenant under this Pxxxxxxxx 00, Xxxxxxxx may, but shall not be required to, procure and maintain the same. If, in the reasonable opinion of Landlord’s insurance advisor, the amount or scope of such coverage is deemed inadequate at any time during the Term (or any Extension Period), Landlord (or Tenant, in the case of insurance carried or which is required to be carried by Tenant) shall increase such coverage to such commercially reasonable amounts or scope as Landlord’s advisor deems adequate; provided, that in no circumstance shall the Borrower shall punctually pay all premia payable in respect amount of scope of such coverage be increased more frequently than every two (2) years. The loss, if any, under the said policies of insurance required hereunder to be maintained by Tenant shall be adjusted by mutual agreement between Landlord and submit to Tenant. It is the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost intention of the Borrower parties that the proceeds under the policies of insurance covering the Landlord’s Work, Standard Tenant Improvements, Tenant’s Work and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate Alterations and all other statutory powers portions of the Premises (including without limitation the Building Systems, but specifically excluding the Tenant’s personal property) shall be adjusted in such a manner to assure that the Landlord’s Work and Building Systems can be assured of reconstruction; provided, however, the parties acknowledge that reconstruction of all portions of the Premises should be undertaken in a cost effective and efficient manner and therefore reconstruction (and payment of insurance for the said sum proceeds) of Landlord’s Work and Building Systems may be exercised undertaken concurrently with reconstruction of the Standard Tenant Improvements, Tenant’s Work and Alterations. In the event either party has elected to terminate the Lease as provided in Paragraph 16 below, the insurance proceeds (excluding those attributable to the Tenant’s personal property) shall be made available to Landlord, or if required by Lender, to Lender. Notwithstanding the Lender;foregoing, nothing under this Lease shall be deemed to give Landlord any rights to insurance proceeds payable with respect to Tenant’s Property.

Insurance Policies. The Borrower shall take out (a) Prior to the date hereof, the Sellers or their Affiliates (other than the Group Companies) have maintained insurance coverage provided by third-party insurers (including stop loss, excess liability and maintain or cause to be taken out and maintained all risks policies of insurance in the joint names umbrella coverage) for liabilities of the Borrower Acquired Business, including relating to products claims, general claims typically insured by a general liability policy, and automobile related claims, in each case, arising out of occurrences on or prior to the Lender with Closing Date, whether or not reported to the relevant insurer, or otherwise for claims or occurrences that would be covered under such insurance company approved by the Lender, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss policies or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects insurance policies primarily for the benefit of a Group Company (the “Seller Occurrence Policies” and each, a “Seller Occurrence Policy”) (and any such claims under a Seller Occurrence Policy, the “Insurance Claims” and each, an “Insurance Claim”). After the Closing, upon request of the Buyers, the Sellers or their applicable Affiliates shall use commercially reasonable efforts (including filing claims on behalf of the Acquired Business) to facilitate coverage under the relevant Seller Occurrence Policy for applicable Insurance Claims in substantially the same manner as similar kind claims were processed prior to the Closing Date, with such coverage determination to be governed by and such policies shall be construed in such amounts and shall contain such accordance with the terms and provisions as shall be approved conditions of the relevant Seller Occurrence Policy. In the event that (i) the Sellers or their applicable Affiliates receive any proceeds of a Seller Occurrence Policy with respect to any Insurance Claim covered thereby, and (ii) the amount or loss subject to such claim has been paid or incurred by the Lender and shall and thereafter upon issuance of the Temporary Occupation PermitAcquired Business, the Lender Sellers or their applicable Affiliates shall arrange promptly pay or reimburse the Buyers with respect to the amount so paid or incurred by the Acquired Business in accordance with this Section 5.13. (b) The Buyers shall reimburse the Sellers or their applicable Affiliates for any out-of-pocket administrative and processing fees or other similar out of pocket costs and expenses imposed by the insurer and paid by either of them specifically relating to the submitted Insurance Claims and the processing thereof (the “Reimbursed Amounts”). The Parties agree that (i) the Sellers will invoice the Buyers on a mortgagee interest monthly basis for all Reimbursed Amounts paid or fire insurance incurred by the Sellers or their applicable Affiliates with appropriate supporting details, and (ii) the Buyers will pay the amount reflected on such invoices as promptly as practicable and in any event within 15 Business Days of receipt of any such invoice with appropriate supporting details. (c) In the event that a Group Company or any of its Affiliates or representatives takes or fails to take any action that results in the Seller Occurrence Policy not being available for any reason with respect to any Insurance Claim, the Sellers shall notify the Buyers in writing as to what action or failure of action caused a suspension of coverage. The Buyers shall have 30 days to cause the applicable Group Company to remedy such action or failure of action. If no remedy has been effected at the end of such 30-day period (or such longer period as may be decided agreed in writing by the Lender Parties acting reasonably), then the Sellers’ or their applicable Affiliates’ obligations pursuant to cover this Section 5.13 solely with respect to such Insurance Claim shall terminate and be of no further force and effect. The Buyers acknowledge and agree that (i) in no event shall the loan amount Sellers or replacement cost, as the case may beany of their Affiliates be required to pay, or such other amount be held responsible for, any self-insured retention amounts or deductibles payable with respect to any Insurance Claim, and (ii) the Acquired Business shall be responsible for all self-insured retention amounts and deductibles payable with respect to any Insurance Claim. (d) The Buyers acknowledge that effective as may be determined by the Lender in the joint names of the Borrower as Closing Date, the owner and Sellers or their applicable Affiliates intend to remove the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee Acquired Business from the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit Seller Occurrence Policies to the Lender receipts for such paymentextent that the Seller Occurrence Policies relate to any occurrences arising at any time after the Closing Date. Accordingly, and if the Borrower fails to comply with Buyers acknowledge that coverage under the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand Seller Occurrence Policies will not be repaid available to the Lender Acquired Business with respect to any injury, loss, or damage that the Acquired Business or any third party may suffer as a result of any act, omission, occurrence, fact, or circumstance to the extent occurring with respect to any period after the Closing Date. The Parties will (and will cause their Affiliates to) use commercially reasonable efforts to structure and characterize for Tax purposes any payments between them provided for in this Section 5.13 in a manner that is Tax-efficient for the account of the Lender Parties and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;their Affiliates.

Insurance Policies. (a) All insurance provided for under this ARTICLE 13 must be effected by policies issued by insurance companies of good reputation and of sound financial responsibility and will be subject to Owner's reasonable approval. (b) All insurance policies (other than workers' compensation policies) shall be issued in the name of Purchaser with Manager and Owner and any holder of an Authorized Mortgage being named as additional insureds; PROVIDED, HOWEVER, subject to Owner's obligations under ARTICLE 15, Manager shall not be named as an additional insured on, and shall not have any interest in the proceeds of, any property insurance. Purchaser or the holder of an Authorized Mortgage shall be named loss payee(s) on any property insurance. (c) The Borrower shall take out and maintain insurance herein required may be brought within the coverage of a so-called blanket policy or cause to be taken out and maintained all risks policies of insurance in carried and maintained by Owner or Manager, provided that such blanket policies fulfill the joint names requirements contained herein. (d) In the event Owner or Manager believes that the then full replacement cost of a Hotel has increased or decreased at any time during the Borrower and Term, such party, at its own cost, shall have the Lender with right to have such insurance company full replacement cost redetermined by an independent accredited appraiser approved by the Lenderother, fully insuring which approval shall not be unreasonably withheld or delayed. The party desiring to have the Property full replacement cost so redetermined shall forthwith, on receipt of such determination by such appraiser, give written notice thereof to the other parties. The determination of such appraiser shall be final and binding on the parties hereto until any subsequent determination under this SECTION 13.2(d), and the Project and all other properties and assets party obligated to maintain insurance hereunder shall forthwith conform the amount of the Borrower comprised insurance carried to the amount so determined by the appraiser. Such replacement value determination will not be necessary so long as a Hotel is insured through a blanket replacement value policy. (e) All insurance policies and endorsements required pursuant to this ARTICLE 13 shall be fully paid for, nonassessable and, except for umbrella, worker's compensation, flood and earthquake coverage, shall be issued by insurance carriers authorized to do business in the Mortgage state/province where each Hotel is located, having a general policy holder's rating of the Property and of an insurable nature no less than B++ in Best's latest rating guide. (including Contractor's f) All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and such policies shall be in such amounts provide Owner, Manager and shall contain such terms and provisions as shall be approved any holder of an Authorized Mortgage if required by the Lender and shall and thereafter upon issuance same, thirty (30) days' prior written notice of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest any material change or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or cancellation of such other amount as may be determined by the Lender in the joint names of the Borrower as the owner policy and the Lender as mortgagee, such property insurance policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect provide for a waiver of the said policies of insurance and submit subrogation, to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;extent available.

Insurance Policies. (a) All insurance provided for under this Article 13 must be effected by policies issued by insurance companies of good reputation and of sound financial responsibility and will be subject to Owner’s reasonable approval. (b) All insurance policies (other than workers’ compensation policies) shall be issued in the name of Purchaser with Manager and Owner and any holder of an Authorized Mortgage being named as additional insureds; provided, however, subject to Owner’s obligations under Article 15, Manager shall not be named as an additional insured on, and shall not have any interest in the proceeds of, any property insurance. Purchaser or the holder of an Authorized Mortgage shall be named loss payee(s) on any property insurance. (c) The Borrower shall take out and maintain insurance herein required may be brought within the coverage of a so-called blanket policy or cause to be taken out and maintained all risks policies of insurance in carried and maintained by Owner or Manager, provided that such blanket policies fulfill the joint names requirements contained herein. (d) In the event Owner or Manager believes that the then full replacement cost of a Hotel has increased or decreased at any time during the Borrower and Term, such party, at its own cost, shall have the Lender with right to have such insurance company full replacement cost redetermined by an independent accredited appraiser approved by the Lenderother, fully insuring which approval shall not be unreasonably withheld or delayed. The party desiring to have the Property full replacement cost so redetermined shall forthwith, on receipt of such determination by such appraiser, give written notice thereof to the other parties. The determination of such appraiser shall be final and binding on the parties hereto until any subsequent determination under this Section 13.2(d), and the Project and all other properties and assets party obligated to maintain insurance hereunder shall forthwith conform the amount of the Borrower comprised insurance carried to the amount so determined by the appraiser. Such replacement value determination will not be necessary so long as a Hotel is insured through a blanket replacement value policy. (e) All insurance policies and endorsements required pursuant to this Article 13 shall be fully paid for, nonassessable and, except for umbrella, worker’s compensation, flood and earthquake coverage, shall be issued by insurance carriers authorized to do business in the Mortgage state/province where each Hotel is located, having a general policy holder’s rating of the Property and of an insurable nature no less than B++ in Best’s latest rating guide. (including Contractor's f) All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and such policies shall be in such amounts provide Owner, Manager and shall contain such terms and provisions as shall be approved any holder of an Authorized Mortgage if required by the Lender and shall and thereafter upon issuance same, thirty (30) days’ prior written notice of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest any material change or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or cancellation of such other amount as may be determined by the Lender in the joint names of the Borrower as the owner policy and the Lender as mortgagee, such property insurance policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect provide for a waiver of the said policies of insurance and submit subrogation, to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;extent available.

Insurance Policies. (a) EXHIBIT 5-7, annexed hereto, is a schedule of all insurance policies owned by the Borrower or under which the Borrower is the named insured. Each of such policies is in full force and effect. Neither the issuer of any such policy nor the Borrower is in default or violation of any such policy. (b) The Borrower shall take out have and maintain at all times insurance covering such risks, in such amounts, containing such terms, in such form, for such periods, and written by such companies as may be satisfactory to the Lender. The coverage reflected on EXHIBIT 5-7 presently satisfies the foregoing requirements, it being recognized by the Borrower, however, that such requirements may change hereafter to reflect changing circumstances. All insurance carried by the Borrower shall provide for a minimum of twenty (20) days' written notice of cancellation to the Lender and all such insurance which covers the Collateral shall include an endorsement in favor of the Lender, which endorsement shall provide that the insurance, to the extent of the Lender's interest therein shall not be impaired or cause invalidated, in whole or in part, by reason of any act or neglect of the Borrower or by the failure of the Borrower to comply with any warranty or condition of the policy. In the event of the failure by the Borrower to maintain insurance as required herein, the Lender, at its option, may obtain such insurance, provided, however, the Lender's obtaining of such insurance shall not constitute a cure or waiver of any Event of Default occasioned by the Borrower's failure to have maintained such insurance. The Borrower shall furnish to the Lender certificates or other evidence satisfactory to the Lender regarding compliance by the Borrower with the foregoing insurance provisions. (c) The Borrower shall advise the Lender of each claim in excess of One Hundred Thousand ($100,000.00) Dollars made by the Borrower under any policy of insurance which covers the Collateral and will permit the Lender, at the Lender's option in each instance, to the exclusion of the Borrower, to conduct the adjustment of each such claim (and of all claims following the occurrence of any Suspension Event). The Borrower hereby appoints the Lender as the Borrower's attorney in fact to obtain, adjust, settle, and cancel any insurance described in this section and to endorse in favor of the Lender any and all drafts and other instruments with respect to such insurance. The within appointment, being coupled with an interest, is irrevocable until this Agreement is terminated by a written instrument executed by a duly authorized officer of the Lender. The Lender shall not be taken out liable on account of any exercise pursuant to said power except for any exercise in actual willful misconduct and maintained bad faith. The Lender may apply any proceeds of such insurance against the Liabilities, whether or not such have matured, in such order of application as the Lender may determine. (d) The Borrower shall maintain at all risks times those policies of insurance in the joint names of obtained by the Borrower and the Lender with such insurance company approved by the Lender, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect assigned to property and projects of a similar kind and such policies shall be in such amounts and shall contain such terms and provisions as shall be approved by the Lender and shall and thereafter upon issuance of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgageerequired by Section 4-4, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;above.

Insurance Policies. The Borrower (a) During the period from the date hereof until the Closing Date, Seller shall take out and maintain maintain, or cause to be taken out and maintained all risks policies of insurance maintained, the Insurance Policies in effect, except for changes made in the joint names ordinary course of the Borrower and the Lender with such insurance company approved by the Lender, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered business regarding policies with respect to property which the Acquired Companies are not the primary beneficiaries. From and projects after the Closing, Seller shall use commercially reasonable efforts to assist the Buyer and the Acquired Companies in making any claims against Insurance Policies not held by the Target Company for events and/or acts occurring prior to the Closing that may be covered by such Insurance Policies. Upon receiving notice from Buyer or the Acquired Companies of a similar kind and claim for an event or act occurring prior to the Closing that may be covered by such policies Insurance Policies, Seller shall administer such claim in the ordinary course; provided, that Seller shall in no way be in such amounts and shall contain such terms and provisions as shall be approved by the Lender and shall and thereafter upon issuance responsible or liable for any denial of coverage for any reason. As of the Temporary Occupation PermitClosing Date, the Lender insurance policies for property casualty held by Target Company shall arrange for either a mortgagee interest include all of the Acquired Companies as named insureds. (b) In the event that between the date of this Agreement and the Closing Date, any assets (other than immaterial assets) of the Business (i) have suffered property damage (ordinary wear and tear excepted) or fire insurance as may be decided by the Lender are subject to cover the loan amount eminent domain or replacement cost, as the case may becondemnation proceedings, or such (ii) are lost, in each of clauses (i) and (ii) other amount as may be determined by the Lender than in the joint names ordinary course of the Borrower as the owner business consistent with past practice and the Lender as mortgageePrudent Industry Practice, Seller shall notify Buyer reasonably promptly in writing upon its becoming aware of such policies event. Seller shall, or shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit cause its Affiliates to, either (i) prior to the Lender receipts for such paymentClosing, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at use any insurance recoveries or other proceeds actually received by Seller or its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender Affiliates in respect of such insurances shall on demand be repaid damage, regardless of materiality, by property damage, eminent domain, condemnation proceedings or loss to repair, rebuild or replace the portion of the assets damaged or lost prior to the Lender for the account of the Lender and until repayment shall be added Closing, or (ii) (x) to the principal moneys hereby secured extent of any insurance recoveries or other proceeds actually received prior to the Closing and bear interest not used to repair, rebuild or replace such portion of assets, hold such insurance recoveries or other proceeds in trust for Buyer and, at the Default Interest Rate Closing, assign all of Seller’s or Seller’s Affiliates’, as applicable, right, title, and interest in and to such insurance recoveries or other proceeds to Buyer in compensation for such damage or loss, or (y) to the extent of any insurance recoveries or other proceeds yet to be received, use commercially reasonable efforts to diligently pursue any and all claims related thereto and assign all of Seller’s or Seller’s Affiliates’, as applicable, right, title, and interest to receive and collect such insurance recoveries or other statutory powers proceeds upon payment thereof. For the avoidance of doubt, notwithstanding anything to the contrary contained herein, this Section 6.23(b) shall survive the Closing solely to the extent any such lost or damaged assets exist, and then only until the applicable insurance for the said sum may be exercised by the Lender;recoveries or other claim proceeds are received or denied.

Insurance Policies. The Borrower (a) To the extent that any current or prior Insurance Policy is not transferable to Buyer at the Closing in accordance with the terms thereof, each Seller, as applicable, shall take out hold such Insurance Policy for the benefit of Buyer, shall reasonably cooperate with Buyer (at Buyer’s cost and maintain expense) in pursuing any claims thereunder, and shall pay over to Buyer promptly any insurance proceeds paid or cause recovered thereunder with respect to be taken out and maintained all risks policies of insurance in the joint names of Acquired Assets or the Borrower and Assumed Liabilities. In the Lender event Buyer determines to purchase replacement coverage with respect to any such insurance company approved by the Lender, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Sellers shall reasonably cooperate with Buyer to terminate such Insurance Policy to the extent only applicable to the Acquired Assets, and other usual risks covering Sellers shall, at the period option of construction Buyer, promptly pay over to Buyer any refunded or returned insurance premiums received by any Sellers in connection therewith (or, if applicable, Buyer’s pro rata portion thereof) or cause such premiums to be applied by the applicable carrier to the replacement coverage arranged by Buyer. (b) To the extent that any current or prior Insurance Policy of any Seller relates to the Project Acquired Assets or Assumed Liabilities and before the issuance of Excluded Assets or the Temporary Occupation Permit including maintenance period) againstExcluded Liabilities, inter aliaand such Insurance Policy is transferred to Buyer at the Closing, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered Buyer shall hold such Insurance Policy with respect to property and projects the Excluded Assets or Excluded Liabilities, as applicable, for the benefit of a similar kind and such policies Sellers, shall be reasonably cooperate with Sellers in such amounts pursuing any claims thereunder, and shall contain such terms and provisions as shall be approved by the Lender and shall and thereafter upon issuance of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest pay over to Sellers promptly any insurance proceeds paid or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in recovered thereunder with respect of the said policies of insurance and submit to the Lender receipts for such payment, and if Excluded Assets or the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;Excluded Liabilities.

Insurance Policies. The Borrower shall take out and maintain or cause to be taken out and maintained all risks policies of insurance in the joint names of the Borrower and the Lender with such insurance company approved by the Lender, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and such policies required hereunder shall be in such amounts companies duly licensed to transact business in the state where the Leased Premises are located, and shall contain such terms and provisions as shall be approved by maintaining during the Lender and shall and thereafter upon issuance policy term a “General Policyholders Rating” of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may beat least B plus, or such other amount rating as may be determined required by a lender having a lien on the Lender Leased Premises, as set forth in the joint names most current issue of “Best’s Insurance Guide”. The insuring party shall deliver to the other party copies of policies or such insurance or certificates evidencing the existence and amounts of such insurance with loss payable clauses as required by this paragraph 8. No such policy shall be cancellable or subject to reduction of coverage or other modification except after thirty (30) days’ prior written notice to Landlord. If Tenant is the insuring party Tenant shall, at least thirty (30) days prior to the expiration of such policies, furnish Landlord with renewals or “binders” thereof, or Landlord may order such insurance and charge the cost thereof to Tenant, which amount shall be payable by Tenant upon demand. Tenant shall not do or permit to be done anything which shall invalidate the insurance policies referred to in paragraph 8(c). If Tenant does or permits to be done anything which shall increase the cost of the Borrower as insurance policies referred to in paragraph 8(c), then Tenant shall forthwith upon Landlord’s demand reimburse Landlord for any additional premiums attributable to any act or omission or operation of Tenant causing such increase in the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect cost of the said policies of insurance and submit to insurance. If Landlord is the Lender receipts for such paymentinsuring party, and if the Borrower fails insurance policies maintained hereunder cover other improvements in addition the Leased Premises, Landlord shall deliver to comply with Tenant a written statement setting forth the provisions amount of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at cost increase and showing in reasonable detail the cost of the Borrower and all moneys paid by the Lender manner in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;which it has been computed.

Insurance Policies. The (a) EXHIBIT 7-8, annexed hereto, is a schedule of all insurance policies owned by any Borrower shall take out or under which any Borrower is the named insured. Each of such policies is in full force and effect. Neither any Borrower nor, to the knowledge of the Borrowers, the issuer of any such policy is in default or violation of any such policy. (b) Each Borrower will maintain or cause to be taken out and maintained on all risks policies of insurable properties now or hereafter owned by such Borrower or any Subsidiary insurance in the joint names of the Borrower and the Lender with such insurance company approved by the Lender, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, against loss or damage by fire covering or other casualty to the full value extent customary with respect to like properties of the construction cost companies conducting similar businesses and piling, will maintain or cause to be maintained public liability and workmen's compensation insurance insuring such Borrower and public liability and all other risks commonly covered its Subsidiaries to the extent customary with respect to property and projects of a companies conducting similar kind and such policies shall be in such amounts and shall contain such terms and provisions as shall be approved by businesses and, upon request, will furnish to the Lender and shall and thereafter upon issuance Administrative Agent satisfactory evidence of the Temporary Occupation Permitsame. In the event of the failure by any Borrower to maintain insurance as required herein, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement costAdministrative Agent, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have option, may obtain such insurance effected at the cost and expense of the Borrowers. Each Borrower shall furnish to the Administrative Agent certificates or other evidence reasonably satisfactory to the Administrative Agent regarding compliance by such Borrower with the foregoing insurance provisions. (c) All insurance carried by any Borrower shall name the Administrative Agent as additional insured and as additional loss payee and shall provide for a minimum of thirty (30) days' written notice of cancellation to the Administrative Agent. Upon the occurrence of the Collateral Release Event, this clause (c) of Section 7-8 shall immediately and automatically terminate and shall have no further force or effect with respect to the Collateral, except for the Collateral granted to the Administrative Agent for the benefit of the Lenders pursuant to the Mortgage. (d) Each Borrower shall advise the Administrative Agent of each material claim made by such Borrower under any policy of insurance which covers the Collateral (except for claims with respect to the Collateral granted to the Administrative Agent for the benefit of the Lenders pursuant to the Mortgage, which claims are governed by Section 4-2 of the Mortgage) and will permit the Administrative Agent, at the Administrative Agent's option in each instance, to the exclusion of such Borrower, to conduct the adjustment of each such claim while any Event of Default is then in existence, and so long as the Collateral Release Event has not occurred. (e) Each Borrower hereby appoints the Administrative Agent as such Borrower's attorney in fact, exercisable (x) so long as the Collateral Release Event has not occurred, and (y) after the occurrence of an Event of Default, to obtain, adjust, settle, and cancel any insurance described in this section and to endorse in favor of the Administrative Agent any and all moneys paid drafts and other instruments with respect to such insurance, in each case during the continuance of any Event of Default. Such appointment, being coupled with an interest, is irrevocable until this Agreement is terminated by a written instrument executed by a duly authorized officer of the Lender Administrative Agent. The Administrative Agent shall not be liable on account of any exercise pursuant to said power except for any exercise in respect actual willful misconduct, gross negligence or bad faith. The Administrative Agent may apply any proceeds of such insurances insurance against the Liabilities, whether or not such have matured, in such order of application as the Administrative Agent may determine. Upon the occurrence of the Collateral Release Event, this clause (e) of Section 7-8 shall on demand be repaid immediately and automatically terminate and shall have no further force or effect with respect to the Lender Collateral, except for the account Collateral granted to the Administrative Agent for the benefit of the Lender and until repayment shall be added Lenders pursuant to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;Mortgage.

Insurance Policies. The Borrower shall take out and maintain (i) perform or cause to be ensure the performance of all of its obligations required by the Insurance Policies; (ii) ensure that all Insurance policies taken out by the Assignor in relation to Assigned Receivables are validly transferred in favor of the Assignee or other beneficiary selected by the Assignee, and maintained deliver to the Assignee evidence of this transfer that is satisfactory to the Assignee; (iii) cooperate with the Assignee and/or any Insurance Company in relation to all risks policies the provisions of insurance the Insurance Policies (if taken out by the Assignee), in particular for the payment of compensation due under the Insurance Policy and for the purpose of subrogation of the Insurance Company in the joint names rights and claims of the Borrower and insured party, including with reference to the Lender with such insurance company approved Assigned Receivables under this Agreement (including, for example, notification of assignment to the relevant Debtor if required by the Lender, fully insuring Insurance Company for the Property and purpose of payment of compensation due under the Project and all other properties and assets relevant Insurance policy and/or for the purpose of subrogation of the Borrower comprised in the Mortgage Insurance Company); (iv) not make any amendment of the Property existing Insurance Policies taken out by the Assignor without the Assignor’s prior consent, provided that the Assignee shall not unreasonably withhold its prior consent in case of a non-adverse change of any Insurance Policy as regards risk coverage; (v) pay in full and in accordance with the terms provided by its Insurance Policy the premium and any ancillary fee for the insurance policy due to the Insurance Company with respect to any Insurance Policy taken out by the Assignor itself; (vi) promptly notify the Assignee of any variations by an insurable nature (including Contractor's All Risks Insurance Company of the Insurance Ceiling set regarding any Eligible Debtor for the purposes of the relevant Insurance Policy, Public Liability as well as any other relevant information received from an Insurance Company that could lead to a change in the credit rating of Eligible Debtors; (vii) ensure that the insurance coverage on individual Assigned Debtors as indicated in Schedule 10 is completely enforceable; (ix) ensure that any benefits arising from Insurance Policies taken out by the Assignor in relation to Assigned Receivables are validly transferred to the Assignee (including through notification of assignment to the Insurance Company) and other usual risks covering provide the period of construction Assignee with satisfactory evidence of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and such policies shall be in such amounts and shall contain such terms and provisions as shall be approved by the Lender and shall and thereafter upon issuance of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;transfer.

Insurance Policies. The (a) EXHIBIT 6-8, annexed hereto, is a schedule of all insurance policies owned by any Borrower or under which any Borrower is the named insured. Each of such policies is in full force and effect. Neither the issuer of any such policy nor the Borrower is in default or violation of any such policy. (b) Each Borrower shall take out have and maintain or cause at all times insurance covering such risks, in such amounts, containing such terms, in such form, for such periods, and written by such companies as may be reasonably satisfactory to be taken out and maintained all risks policies of the Lender. The Lender acknowledges that the insurance set forth in EXHIBIT 6-8 is satisfactory to the joint names Lender as of the date hereof. All insurance carried by any the Borrower and shall provide for a minimum of thirty (30) days' written notice of cancellation to the Lender with and all such insurance company approved by which covers the Collateral shall include an endorsement in favor of the Lender, fully insuring which endorsement shall provide that the Property insurance, to the extent of the Lender's interest therein, shall not be impaired or invalidated, in whole or in part, by reason of any act or neglect of such Borrower or by the failure of such Borrower to comply with any warranty or condition of the policy. In the event of the failure by any Borrower to maintain insurance as required herein, the Lender, at its option, may obtain such insurance, provided, however, the Lender's obtaining of such insurance shall not constitute a cure or waiver of any Event of Default occasioned by such Borrower's failure to have maintained such insurance. Each Borrower shall furnish to the Lender certificates or other evidence satisfactory to the Lender regarding compliance by such Borrower with the foregoing insurance provisions. (c) Each Borrower shall advise the Lender of each claim made by such Borrower under any policy of insurance which covers the Collateral and will permit the Project Lender, at the Lender's option in each instance, to the exclusion of such Borrower, to conduct the adjustment of each such claim Each Borrower hereby appoints the Lender as such Borrower's attorney in fact to obtain, adjust, settle, and cancel any insurance described in this section and to endorse in favor of the Lender any and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance drafts and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered instruments with respect to property such insurance. Such appointment, being coupled with an interest, is irrevocable until this Agreement is terminated by a written instrument executed by a duly authorized officer of the Lender. The Lender shall not be liable on account of any exercise pursuant to said power except for any exercise in actual willful misconduct and projects bad faith. The Lender may apply any proceeds of a similar kind and such policies shall be insurance against the Liabilities, whether or not such have matured, in such amounts and shall contain such terms and provisions order of application as shall be approved by the Lender and shall and thereafter upon issuance of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;determine.

Insurance Policies. (a) All insurance provided for under this Article 13 must be effected by policies issued by insurance companies of good reputation and of sound financial responsibility and will be subject to Owner's reasonable approval. (b) All insurance policies (other than workers' compensation policies) shall be issued in the name of Purchaser with Manager and Owner and any holder of an Authorized Mortgage being named as additional insureds; provided, however, subject to Owner's obligations under Article 15, Manager shall not be named as an additional insured on, and shall not have any interest in the proceeds of, any property insurance. Purchaser or the holder of an Authorized Mortgage shall be named loss payee(s) on any property insurance. (c) The Borrower shall take out and maintain insurance herein required may be brought within the coverage of a so-called blanket policy or cause to be taken out and maintained all risks policies of insurance in carried and maintained by Owner or Manager, provided that such blanket policies fulfill the joint names requirements contained herein. (d) In the event Owner or Manager believes that the then full replacement cost of a Hotel has increased or decreased at any time during the Borrower and Term, such party, at its own cost, shall have the Lender with right to have such insurance company full replacement cost redetermined by an independent accredited appraiser approved by the Lenderother, fully insuring which approval shall not be unreasonably withheld or delayed. The party desiring to have the Property full replacement cost so redetermined shall forthwith, on receipt of such determination by such appraiser, give written notice thereof to the other parties. The determination of such appraiser shall be final and binding on the parties hereto until any subsequent determination under this Section 13.2(d), and the Project and all other properties and assets party obligated to maintain insurance hereunder shall forthwith conform the amount of the Borrower comprised insurance carried to the amount so determined by the appraiser. Such replacement value determination will not be necessary so long as a Hotel is insured through a blanket replacement value policy. (e) All insurance policies and endorsements required pursuant to this Article 13 shall be fully paid for, nonassessable and, except for umbrella, worker's compensation, flood and earthquake coverage, shall be issued by insurance carriers authorized to do business in the Mortgage state/province where each Hotel is located, having a general policy holder's rating of the Property and of an insurable nature no less than B++ in Best's latest rating guide. (including Contractor's f) All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and such policies shall be in such amounts provide Owner, Manager and shall contain such terms and provisions as shall be approved any holder of an Authorized Mortgage if required by the Lender and shall and thereafter upon issuance same, thirty (30) days' prior written notice of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest any material change or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or cancellation of such other amount as may be determined by the Lender in the joint names of the Borrower as the owner policy and the Lender as mortgagee, such property insurance policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect provide for a waiver of the said policies of insurance and submit subrogation, to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;extent available.

Insurance Policies. The Borrower (a) CCE shall take out use commercially reasonable efforts, and shall cause the North American Business Subsidiaries to use their respective commercially reasonable efforts, to maintain all Policies (or cause to be taken out and maintained all risks comparable policies of insurance in the joint names of the Borrower and the Lender with such insurance company approved by the Lender, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered providing substantially similar coverage with respect to property CCE and projects the North American Business Subsidiaries and the North American Business) in full force and effect at all times up to and including the Effective Time, and shall pay all premiums, deductibles and retro-adjustment bxxxxxxx, if any, with respect thereto covering all periods, and ensuring coverage of a similar kind CCE and such policies the North American Business, up to and including the Effective Time. (b) Prior to the Closing, CCE and Splitco shall take all necessary actions to cause Splitco and the Other CCE Businesses Entities to be removed, with respect to occurrences transpiring (under occurrence-based policies) or claims first made (with respect to claims made policies) subsequent to the Effective Time, as insureds under any Policy covering CCE and its North American Business Subsidiaries, provided that no action shall be taken that is inconsistent with the rights of Splitco and the Other CCE Businesses Entities set forth in Section 3.8(c). Prior to the Closing, Splitco shall, on behalf of itself and the Other CCE Businesses Entities, procure such amounts and shall contain such terms and provisions insurance coverage as shall determined by Splitco, in good faith, to be approved by necessary or advisable in connection with the Lender and shall and thereafter upon issuance operation of the Temporary Occupation PermitOther CCE Businesses, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of such coverage to be born solely by Splitco and the Borrower Other CCE Businesses Entities. Other than as provided in Section 3.8(c), from and after the Closing, Splitco agrees that it shall not (and shall cause its Subsidiaries not to) make any claim against TCCC, any of the North American Business Entities, or to any carrier under any Policy of CCE and its Subsidiaries alleging that Splitco, any of the Other CCE Businesses Entities or the Other CCE Businesses is entitled to coverage or reimbursement under any such Policy. (c) Where Shared Policies with an unaffiliated third party insurer (and excluding, for the avoidance of doubt, any self-insurance, captive insurance or similar program) cover any Other CCE Businesses Liabilities that (i) constitute claims existing prior to the Effective Time or (ii) relate to claims made after the Effective Time with respect to an occurrence prior to the Effective Time under an occurrence-based policy (collectively, “Covered Claims”), then the Other CCE Businesses Entities may claim coverage under such Shared Policies, control the prosecution and defense of such Covered Claims and receive any insurance recoverables with respect thereto. After the Effective Time, CCE shall administer the Shared Policies, provided that such administration shall in no way limit, inhibit or preclude the right of the Other CCE Businesses to insurance coverage thereunder in accordance with this Section 3.8(c), in each case, with respect to Covered Claims. Splitco shall promptly notify CCE of any Covered Claims, and CCE agrees to cooperate with Splitco concerning the pursuit by Splitco of any such Covered Claim, in each case at the expense of Splitco (to the extent such expenses are not covered by the applicable Shared Policies). Splitco shall be responsible for complying with terms of the Shared Policies to obtain coverage for such Covered Claims, including if the Shared Policy requires any payments to be made in connection therewith, and Splitco shall make any such required payments. Any proceeds received by CCE from any third-party insurance carrier that relate to Covered Claims shall be paid promptly to Splitco. In the event that Covered Claims relate to the same occurrence for which CCE is seeking coverage under such Shared Policies, CCE and Splitco shall jointly defend any such claim of interest necessary to conduct a joint defense, and shall bear any expenses in connection therewith equally (to the extent such expenses are not covered by the applicable Shared Policies). In the event that policy limits under an applicable Policy are not sufficient to fund all Covered Claims of CCE, its North American Business Subsidiaries, Splitco and/or the Other CCE Businesses Entities, amounts due under such Policy shall be paid on a first come first served basis, and any amounts simultaneously due shall be paid to the respective entities in proportion to the amounts which otherwise would be due were the limits of liability infinite. (d) With respect to any and all moneys paid by events or circumstances affecting the Lender in respect North American Business which could reasonably be the subject of such insurances shall on demand be repaid a claim under a North American Business Policy or Shared Policy which are known prior to the Lender Effective Time to the employees of CCE or its Subsidiaries who are responsible for making claims under Policies, CCE shall, and shall cause its Affiliates to, use commercially reasonable efforts to submit the account applicable claims (i) prior to the expiration of coverage under the applicable Policy or (ii) to the extent that the rights of any North American Business Entity to make claims pursuant to the applicable Policy in effect as of immediately prior to the Effective Time will be limited in any material respect following the Effective Time pursuant to the terms of the Lender and until repayment shall be added Policy as in effect prior to the principal moneys hereby secured Effective Time, prior to the Effective Time. The foregoing shall not in any way limit the rights of Splitco and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;its Subsidiaries under Section 3.8(c).

Insurance Policies. The (a) EXHIBIT 7-8, annexed hereto, is a schedule of all insurance policies owned by any Borrower shall take out or under which any Borrower is the named insured. Each of such policies is in full force and effect. Neither any Borrower nor, to the knowledge of the Borrowers, the issuer of any such policy is in default or violation of any such policy. (b) Each Borrower will maintain or cause to be taken out and maintained on all risks policies of insurable properties now or hereafter owned by such Borrower or any Subsidiary insurance in the joint names of the Borrower and the Lender with such insurance company approved by the Lender, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, against loss or damage by fire covering or other casualty to the full value extent customary with respect to like properties of the construction cost companies conducting similar businesses and piling, will maintain or cause to be maintained public liability and workmen's compensation insurance insuring such Borrower and public liability and all other risks commonly covered its Subsidiaries to the extent customary with respect to property companies conducting similar businesses and, upon request, will furnish to the Collateral Agent satisfactory evidence of the same. All insurance carried by any Borrower shall name the Collateral Agent as additional insured and projects of a similar kind and such policies shall be in such amounts as additional loss payee and shall contain such terms and provisions as shall be approved by provide for a minimum of thirty (30) days' written notice of cancellation to the Lender and shall and thereafter upon issuance Collateral Agent. In the event of the Temporary Occupation Permitfailure by any Borrower to maintain insurance as required herein, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement costCollateral Agent, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have option, may obtain such insurance effected at the cost and expense of the Borrowers. Each Borrower shall furnish to the Collateral Agent certificates or other evidence reasonably satisfactory to the Collateral Agent regarding compliance by such Borrower with the foregoing insurance provisions. (c) Each Borrower shall advise the Collateral Agent of each claim made by such Borrower under any policy of insurance which covers the Collateral and will permit the Collateral Agent, at the Collateral Agent's option in each instance, to the exclusion of such Borrower, to conduct the adjustment of each such claim while any Event of Default is then in existence. Each Borrower hereby appoints the Collateral Agent as such Borrower's attorney in fact to obtain, adjust, settle, and cancel any insurance described in this section and to endorse in favor of the Collateral Agent any and all moneys paid drafts and other instruments with respect to such insurance, in each case during the continuance of any Event of Default. Such appointment, being coupled with an interest, is irrevocable until this Agreement is terminated by a written instrument executed by a duly authorized officer of the Lender Collateral Agent. The Collateral Agent shall not be liable on account of any exercise pursuant to said power except for any exercise in respect actual willful misconduct and bad faith. The Collateral Agent may apply any proceeds of such insurances shall on demand be repaid to insurance against the Lender for Liabilities, whether or not such have matured, in such order of application as the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum Collateral Agent may be exercised by the Lender;determine.

Insurance Policies. (a) EXHIBIT 5-7 annexed hereto, is a schedule of all insurance policies owned by the Borrower or under which the Borrower is the named insured. Each of such policies is in full force and effect. Neither the issuer of any such policy nor the Borrower is in default or violation of any such policy. (b) The Borrower shall take out have and maintain at all times insurance covering such risks, in such amounts, containing such terms, in such form, for such periods, and written by such companies as may be satisfactory to the Lender. The coverage reflected on EXHIBIT 5-7 presently satisfies the foregoing requirements, it being recognized by the Borrower, however, that such requirements may change hereafter to reflect changing circumstances. All insurance carried by the Borrower shall provide for a minimum of twenty (20) days' written notice of cancellation to the Lender and all such insurance which covers the Collateral shall include an endorsement in favor of the Lender, which endorsement shall provide that the insurance, to the extent of the Lender's interest therein, shall not be impaired or cause invalidated, in whole or in part by reason of any act or neglect of the Borrower or by the failure of the Borrower to comply with any warranty or condition of the policy. In the event of the failure by the Borrower to maintain insurance as required herein, the Lender, at its option, may obtain such insurance. provided, however, the Lender's obtaining of such insurance shall not constitute a cure or waiver of any Event of Default occasioned by the Borrower's failure to have maintained such insurance. The Borrower shall furnish to the Lender certificates or other evidence satisfactory to the Lender regarding compliance by the Borrower with the foregoing insurance provisions. (c) The Borrower shall advise the Lender of each claim in excess of One Hundred Thousand ($100,000.00) Dollars made by the Borrower under any policy of insurance which covers the Collateral and will permit the Lender, at the Lender's option in each instance, to the exclusion of the Borrower, to conduct the adjustment of each such claim (and of all claims following the occurrence of any Suspension Event). The Borrower hereby appoints the Lender as the Borrower's attorney in fact to obtain, adjust, settle, and cancel any insurance described in this section and to endorse in favor of the Lender any and all drafts and other instruments with respect to such insurance. The within appointment, being coupled with an interest, is irrevocable until this Agreement is terminated by a written instrument executed by a duly authorized officer of the Lender. The Lender shall not be taken out liable on account of any exercise pursuant to said power except for any exercise in actual willful misconduct and maintained bad faith. The Lender may apply any proceeds of such insurance against the Liabilities, whether or not such have matured, in such order of application as the Lender may determine. (d) The Borrower shall maintain at all risks times those policies of insurance in the joint names of obtained by the Borrower and the Lender with such insurance company approved by the Lender, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect assigned to property and projects of a similar kind and such policies shall be in such amounts and shall contain such terms and provisions as shall be approved by the Lender and shall and thereafter upon issuance of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgageerequired by Section 4-4, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;above.

Insurance Policies. (a) The Borrower insuring party shall take out deliver to the other party copies of policies of such insurance or certificate evidencing the existence and maintain amounts of such insurance with loss payable clauses satisfactory to Sublessor. No such policy shall be cancelable or cause subject to reduction of coverage or other modifications except after thirty (30) days prior written notice to Sublessor. If Sublessee is the insuring party, Sublessee shall, within thirty (30) days prior to the expiration of such policies, furnish Sublessor with renewals or "binders" thereof, or Sublessor may order such insurance and charge the cost thereof to Sublessee, which amount shall be payable forthwith, upon Sublessor's demand, reimburse Sublessor for any additional premiums attributable to any act or omission or operation of Sublessee causing such increase in the cost of insurance. (b) All policies evidencing the insurance required herein shall be taken out and maintained in generally recognized responsible insurance companies, qualified under the laws of the State of Georgia to assume to respective risks undertaken. All such insurance policies shall name as either loss payee or additional insureds the Sublessor, the Credit Obligor, the Issuer and the Trustee (as their respective interests shall appear) and shall contain, where appropriate, standard mortgage clauses providing for (i) all risks policies losses thereunder in excess of insurance $50,000 to be paid to the Trustee or, if applicable under the Financing Documents, the Credit Obligor; provided that all losses (including those in excess of $50,000) may be adjusted by Sublessor, subject to the approval of the Sublessee which shall not be unreasonably withheld, and subject, in the joint names case of any single loss in excess of $50,000, to the approval of the Borrower Trustee and the Lender with Credit Obligor to the extent required under the Financing Documents; (ii) all losses thereunder relating to property that is subject to this Sublease but not subject to the Lease Agreement to be paid to the Sublessor (to the extent permitted under the Financing Documents); and (iii) all losses thereunder relating to personal property of Sublessee that is not subject to this Sublease to be paid to the Sublessee. The Sublessee may insure under a blanket policy or policies. (c) Each insurance policy required to be carried hereunder shall contain, to the extent obtainable, an agreement by the insurer that (1) Sublessee may not, without the consent of the Sublessor, Credit Obligor, the Issuer and the Trustee, cancel such insurance company approved by or sell, assign or dispose of any interest in such insurance, policy or any proceeds thereof, (2) such insurer shall notify the LenderSublessor, fully insuring the Property Credit Obligor, the Issuer and the Project Trustee if any premium is not paid when due or if any such policy is not renewed prior to the expiration thereof, and all other properties (3) such insurer shall not materially amend or cancel any such policy except on 30 day's prior written notice to the Sublessor, the Credit Obligor, the Issuer and assets the Trustee. (d) The Sublessee shall deposit with the Sublessor, Trustee and Credit Obligor a certificate or certificates of the Borrower comprised respective insurers attesting the fact that all policies evidencing the insurance required to be carried hereunder are in force and effect. Upon the Mortgage expiration of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and any such policies shall be in such amounts and shall contain such terms and provisions as shall be approved by the Lender and shall and thereafter upon issuance of the Temporary Occupation Permitpolicy, the Lender Sublessee shall arrange for either a mortgagee interest or fire insurance as may be decided by furnish to the Lender to cover Credit Obligor, the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner Trustee and the Lender as mortgageeSublessor evidence reasonably satisfactory to the Credit Obligor, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender Trustee and the policies shall be delivered to and retained Sublessor that such policy has been renewed or replaced by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of another policy or that there is no necessity therefor under this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;Sublease.

Insurance Policies. The Borrower shall take out Set forth in SCHEDULE 3.20(A) is a complete and maintain or cause to be taken out accurate list and maintained summary description of all risks policies of insurance in the joint names of the Borrower and the Lender with such insurance company approved by the Lenderfire, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policyliability, Public Liability Insurance product liability, workers compensation, health and other usual risks covering the period forms of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered insurance presently in effect with respect to property the Business and projects the properties of a similar kind Seller and the UK Subsidiary, true and correct copies of which have heretofore been delivered to Purchaser. SCHEDULE 3.20(A) includes, without limitation, the carrier, the description of coverage, the limits of coverage, retention or deductible amounts, amount of annual premiums, and date of expiration with respect to each such policy, and any pending claims. All such policies shall be are valid, outstanding and, subject to the respective terms thereof, enforceable policies and provide insurance coverage for the properties, assets and operations of Seller and the UK Subsidiary, of the kinds, in such the amounts and shall contain against the risks customarily maintained by organizations similarly situated, and, to Seller's Knowledge, are valid, outstanding and enforceable policies. No notice of cancellation or termination has been received with respect to any such terms policy, and provisions Seller has no Knowledge of any act or omission of Seller or the UK Subsidiary that could result in cancellation of any such policy prior to its scheduled expiration date. Neither Seller nor the UK Subsidiary have been refused any insurance with respect to any aspect of the operations of the Business, nor has its coverage been limited by any insurance carrier to which it has applied for insurance or with which it has carried insurance during the last three years. Seller and the UK Subsidiary have duly and timely made all claims they have been entitled to make under each policy of insurance. SCHEDULE 3.20(B) contains a description of each claim made by Seller or the UK Subsidiary under any policy of insurance during the last three years. There is no claim by Seller pending under any such policies as shall be approved to which coverage has been questioned, denied or disputed by the Lender underwriters of such policies, and shall and thereafter upon issuance Seller has no Knowledge of any basis for denial of any claim by Seller or the Temporary Occupation Permit, UK Subsidiary pending under any such policy. Seller or the Lender shall arrange for either a mortgagee interest UK Subsidiary has not received any written notice from or fire on behalf of any insurance as carrier issuing any such policy that insurance rates therefor will hereafter be substantially increased (except to the extent that insurance rates may be decided increased for all similarly situated risks) or that there will hereafter be a cancellation or an increase in a deductible (or an increase in premiums in order to maintain an existing deductible) or nonrenewal of any such policy. Such policies are sufficient in all material respects for compliance by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names Seller with all requirements of the Borrower as the owner law and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions requirements of this sub-clause the Lender may at its discretion (but without any obligations on its part all material contracts to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;which Seller is a party.

Insurance Policies. The Borrower (a) CCE shall take out use commercially reasonable efforts, and shall cause the North American Business Subsidiaries to use their respective commercially reasonable efforts, to maintain all Policies (or cause to be taken out and maintained all risks comparable policies of insurance in the joint names of the Borrower and the Lender with such insurance company approved by the Lender, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered providing substantially similar coverage with respect to property CCE and projects the North American Business Subsidiaries and the North American Business) in full force and effect at all times up to and including the Effective Time, and shall pay all premiums, deductibles and retro-adjustment xxxxxxxx, if any, with respect thereto covering all periods, and ensuring coverage of a similar kind CCE and such policies the North American Business, up to and including the Effective Time. (b) Prior to the Closing, CCE and Splitco shall take all necessary actions to cause Splitco and the Other CCE Businesses Entities to be removed, with respect to occurrences transpiring (under occurrence-based policies) or claims first made (with respect to claims made policies) subsequent to the Effective Time, as insureds under any Policy covering CCE and its North American Business Subsidiaries, provided that no action shall be taken that is inconsistent with the rights of Splitco and the Other CCE Businesses Entities set forth in Section 3.8(c). Prior to the Closing, Splitco shall, on behalf of itself and the Other CCE Businesses Entities, procure such amounts and shall contain such terms and provisions insurance coverage as shall determined by Splitco, in good faith, to be approved by necessary or advisable in connection with the Lender and shall and thereafter upon issuance operation of the Temporary Occupation PermitOther CCE Businesses, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of such coverage to be born solely by Splitco and the Borrower Other CCE Businesses Entities. Other than as provided in Section 3.8(c), from and after the Closing, Splitco agrees that it shall not (and shall cause its Subsidiaries not to) make any claim against TCCC, any of the North American Business Entities, or to any carrier under any Policy of CCE and its Subsidiaries alleging that Splitco, any of the Other CCE Businesses Entities or the Other CCE Businesses is entitled to coverage or reimbursement under any such Policy. (c) Where Shared Policies with an unaffiliated third party insurer (and excluding, for the avoidance of doubt, any self-insurance, captive insurance or similar program) cover any Other CCE Businesses Liabilities that (i) constitute claims existing prior to the Effective Time or (ii) relate to claims made after the Effective Time with respect to an occurrence prior to the Effective Time under an occurrence-based policy (collectively, “Covered Claims”), then the Other CCE Businesses Entities may claim coverage under such Shared Policies, control the prosecution and defense of such Covered Claims and receive any insurance recoverables with respect thereto. After the Effective Time, CCE shall administer the Shared Policies, provided that such administration shall in no way limit, inhibit or preclude the right of the Other CCE Businesses to insurance coverage thereunder in accordance with this Section 3.8(c), in each case, with respect to Covered Claims. Splitco shall promptly notify CCE of any Covered Claims, and CCE agrees to cooperate with Splitco concerning the pursuit by Splitco of any such Covered Claim, in each case at the expense of Splitco (to the extent such expenses are not covered by the applicable Shared Policies). Splitco shall be responsible for complying with terms of the Shared Policies to obtain coverage for such Covered Claims, including if the Shared Policy requires any payments to be made in connection therewith, and Splitco shall make any such required payments. Any proceeds received by CCE from any third-party insurance carrier that relate to Covered Claims shall be paid promptly to Splitco. In the event that Covered Claims relate to the same occurrence for which CCE is seeking coverage under such Shared Policies, CCE and Splitco shall jointly defend any such claim of interest necessary to conduct a joint defense, and shall bear any expenses in connection therewith equally (to the extent such expenses are not covered by the applicable Shared Policies). In the event that policy limits under an applicable Policy are not sufficient to fund all Covered Claims of CCE, its North American Business Subsidiaries, Splitco and/or the Other CCE Businesses Entities, amounts due under such Policy shall be paid on a first come first served basis, and any amounts simultaneously due shall be paid to the respective entities in proportion to the amounts which otherwise would be due were the limits of liability infinite. (d) With respect to any and all moneys paid by events or circumstances affecting the Lender in respect North American Business which could reasonably be the subject of such insurances shall on demand be repaid a claim under a North American Business Policy or Shared Policy which are known prior to the Lender Effective Time to the employees of CCE or its Subsidiaries who are responsible for making claims under Policies, CCE shall, and shall cause its Affiliates to, use commercially reasonable efforts to submit the account applicable claims (i) prior to the expiration of coverage under the applicable Policy or (ii) to the extent that the rights of any North American Business Entity to make claims pursuant to the applicable Policy in effect as of immediately prior to the Effective Time will be limited in any material respect following the Effective Time pursuant to the terms of the Lender and until repayment shall be added Policy as in effect prior to the principal moneys hereby secured Effective Time, prior to the Effective Time. The foregoing shall not in any way limit the rights of Splitco and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;its Subsidiaries under Section 3.8(c).

Insurance Policies. The (i) During the term of this Agreement, Borrower shall take out procure, at its expense, and maintain or cause to be taken out and maintained all risks policies of insurance keep in the joint names of the Borrower and the Lender with force such insurance company approved coverages required by Lender (including a flood insurance policy concerning the Property if required by the Lender, fully insuring the Property and the Project and all other properties and assets Flood Disaster Protection Act of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's 1973). All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and such policies insurance shall be in such form, content and amounts and shall contain such terms and provisions as shall be approved by the Lender and shall and thereafter upon issuance of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest written by an insurance company or fire insurance as may be decided by the Lender companies licensed to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender do business in the joint names of state in which the Borrower as Real Property is located and domiciled in the owner and the Lender as mortgagee, United States. The policies for such policies property insurance shall contain non-cancellation and have attached thereto standard mortgagee clauses naming as loss payee the in favor of and permitting Lender to collect any and all proceeds payable thereunder, and the policies for such general liability insurance shall include Lender as an additional insured, and the required policies shall include a 30 day notice of cancellation clause in favor of Lender. All policies or certificates of insurance shall be delivered to and retained held by Lender as further security for the Lender; the Borrower shall punctually pay all premia payable in respect payment of the said policies Note and any other obligations arising under the Loan Documents, with evidence of insurance and submit renewal coverage delivered to Lender at least 30 days before the Lender receipts for such paymentexpiration date of any policy. (ii) UNLESS BORROWER PROVIDES LENDER WITH EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY THIS AGREEMENT, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;LENDER MAY PURCHASE INSURANCE AT BORROWER’S EXPENSE TO PROTECT LENDER’S INTERESTS IN THE PROPERTY AND THE COLLATERAL. THIS INSURANCE MAY, BUT NEED NOT, PROTECT BORROWER’S INTERESTS. THE COVERAGE THAT LENDER PURCHASES MAY NOT PAY ANY CLAIM THAT IS MADE AGAINST BORROWER IN CONNECTION WITH THE PROPERTY AND THE COLLATERAL. BORROWER MAY LATER CANCEL ANY INSURANCE PURCHASED BY LENDER, BUT ONLY AFTER PROVIDING LENDER WITH EVIDENCE THAT BORROWER HAS OBTAINED INSURANCE AS REQUIRED BY THIS AGREEMENT. IF LENDER PURCHASES INSURANCE FOR THE PROPERTY AND THE COLLATERAL, BORROWER WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING INTEREST AND ANY OTHER CHARGES THAT MAY BE IMPOSED WITH THE PLACEMENT OF THE INSURANCE, UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE MAY BE ADDED TO THE PRINCIPAL AMOUNT OF THE LOAN OWING HEREUNDER. THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF THE INSURANCE BORROWER MAY BE ABLE TO OBTAIN ON ITS OWN.

Insurance Policies. The Borrower shall take out (a) Except as set forth in this Section 5.09, coverage of the Companies and maintain or cause to be taken out and maintained the Subsidiaries under all risks insurance policies of insurance in the joint names Sellers and their Affiliates shall cease as of the Borrower Closing Date. (b) To the extent requested by Buyer, the Sellers and their Affiliates shall use their reasonable best efforts to ensure that the Companies and the Lender Subsidiaries shall continue to have coverage under each insurance policy set forth on Schedule 5.09 (each a "SPECIFIED POLICY") in accordance with such insurance company approved by the Lender, fully insuring terms and conditions thereof until the Property and later of (i) the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered expiration date specified on Schedule 5.09 with respect to property such policy (the "POLICY EXPIRATION DATE") and projects (ii) the Closing Date. (c) In the case of any Specified Policy that is a similar kind "claims made basis" policy, from the Closing Date until the Policy Expiration Date (or the expiration of any applicable extended reporting period or "tail") of such policy (if later than the Closing Date), and in the case of any Specified Policy that is an "occurrence basis" policy, after the Closing Date, the Sellers and their Affiliates will use their reasonable efforts to assist the Companies and the Subsidiaries in asserting claims for any loss, liability or damage suffered by any Company or Subsidiary after the Closing with respect to any incident or event occurring prior to the later of the Closing and the Policy Expiration Date of such policies shall be in Specified Policy, to the extent such amounts and shall contain such terms and provisions as shall be approved loss, liability or damage is covered by the Lender and shall and thereafter upon issuance terms of such Specified Policy; provided that (i) all of the Temporary Occupation PermitSellers' and their Affiliates' reasonable out-of-pocket costs and expenses incurred in connection with the foregoing are promptly paid by Buyer as directed by the Sellers, (ii) such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions or self-insurance provisions, and (iii) such claims will be subject to exhaustion of per claim and applicable limits. None of the Sellers or their Affiliates will bear any liability for the failure of an insurance carrier to pay any claim under any Specified Policy. (d) On or before 30 days prior to the Closing, the Lender Sellers shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender make available to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names Buyer copies of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;Specified Policies.

Insurance Policies. The Borrower (a) CCE shall take out use commercially reasonable efforts, and shall cause the North American Business Subsidiaries to use their respective commercially reasonable efforts, to maintain all Policies (or cause to be taken out and maintained all risks comparable policies of insurance in the joint names of the Borrower and the Lender with such insurance company approved by the Lender, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered providing substantially similar coverage with respect to property CCE and projects the North American Business Subsidiaries and the North American Business) in full force and effect at all times up to and including the Effective Time, and shall pay all premiums, deductibles and retro-adjustment xxxxxxxx, if any, with respect thereto covering all periods, and ensuring coverage of a similar kind CCE and such policies the North American Business, up to and including the Effective Time. (b) Prior to the Closing, CCE and Splitco shall take all necessary actions to cause Splitco and the Other CCE Businesses Entities to be removed, with respect to occurrences transpiring (under occurrence-based policies) or claims first made (with respect to claims made policies) subsequent to the Effective Time, as insureds under any Policy covering CCE and its North American Business Subsidiaries, provided that no action shall be taken that is inconsistent with the rights of Splitco and the Other CCE Businesses Entities set forth in Section 3.8(c). Prior to the Closing, Splitco shall, on behalf of itself and the Other CCE Businesses Entities, procure such amounts and shall contain such terms and provisions insurance coverage as shall determined by Splitco, in good faith, to be approved by necessary or advisable in connection with the Lender and shall and thereafter upon issuance operation of the Temporary Occupation PermitOther CCE Businesses, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of such coverage to be born solely by Splitco and the Borrower Other CCE Businesses Entities. Other than as provided in Section 3.8(c), from and after the Closing, Splitco agrees that it shall not (and shall cause its Subsidiaries not to) make any claim against TCCC, any of the North American Business Entities, or to any carrier under any Policy of CCE and its Subsidiaries alleging that Splitco, any of the Other CCE Businesses Entities or the Other CCE Businesses is entitled to coverage or reimbursement under any such Policy. (c) Where Shared Policies with an unaffiliated third party insurer (and excluding, for the avoidance of doubt, any self-insurance, captive insurance or similar program) cover any Other CCE Businesses Liabilities that (i) constitute claims existing prior to the Effective Time or (ii) relate to claims made after the Effective Time with respect to an occurrence prior to the Effective Time under an occurrence-based policy (collectively, "Covered Claims"), then the Other CCE Businesses Entities may claim coverage under such Shared Policies, control the prosecution and defense of such Covered Claims and receive any insurance recoverables with respect thereto. After the Effective Time, CCE shall administer the Shared Policies, provided that such administration shall in no way limit, inhibit or preclude the right of the Other CCE Businesses to insurance coverage thereunder in accordance with this Section 3.8(c), in each case, with respect to Covered Claims. Splitco shall promptly notify CCE of any Covered Claims, and CCE agrees to cooperate with Splitco concerning the pursuit by Splitco of any such Covered Claim, in each case at the expense of Splitco (to the extent such expenses are not covered by the applicable Shared Policies). Splitco shall be responsible for complying with terms of the Shared Policies to obtain coverage for such Covered Claims, including if the Shared Policy requires any payments to be made in connection therewith, and Splitco shall make any such required payments. Any proceeds received by CCE from any third-party insurance carrier that relate to Covered Claims shall be paid promptly to Splitco. In the event that Covered Claims relate to the same occurrence for which CCE is seeking coverage under such Shared Policies, CCE and Splitco shall jointly defend any such claim of interest necessary to conduct a joint defense, and shall bear any expenses in connection therewith equally (to the extent such expenses are not covered by the applicable Shared Policies). In the event that policy limits under an applicable Policy are not sufficient to fund all Covered Claims of CCE, its North American Business Subsidiaries, Splitco and/or the Other CCE Businesses Entities, amounts due under such Policy shall be paid on a first come first served basis, and any amounts simultaneously due shall be paid to the respective entities in proportion to the amounts which otherwise would be due were the limits of liability infinite. (d) With respect to any and all moneys paid by events or circumstances affecting the Lender in respect North American Business which could reasonably be the subject of such insurances shall on demand be repaid a claim under a North American Business Policy or Shared Policy which are known prior to the Lender Effective Time to the employees of CCE or its Subsidiaries who are responsible for making claims under Policies, CCE shall, and shall cause its Affiliates to, use commercially reasonable efforts to submit the account applicable claims (i) prior to the expiration of coverage under the applicable Policy or (ii) to the extent that the rights of any North American Business Entity to make claims pursuant to the applicable Policy in effect as of immediately prior to the Effective Time will be limited in any material respect following the Effective Time pursuant to the terms of the Lender and until repayment shall be added Policy as in effect prior to the principal moneys hereby secured Effective Time, prior to the Effective Time. The foregoing shall not in any way limit the rights of Splitco and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;its Subsidiaries under Section 3.8(c).

Insurance Policies. The Borrower shall take out and maintain or cause to be taken out and maintained all risks (a) All insurance policies of insurance any Contributor Party or any Affiliate of a Contributor Party (excluding any Contributed Company who shall continue to hold such rights in and to such policies) in effect at any time at or prior to the joint names of Closing Date (the Borrower “Contributor Insurance Policies”), together with all rights, benefits and the Lender with such insurance company approved privileges thereunder, shall be retained by the LenderContributor Parties from and after the Closing Date, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered Buyer shall have no rights with respect to property such policies, except that, to the extent permitted by such Contributor Insurance Policies and projects the applicable insurer, Buyer shall have the right to: (i) assert claims (and the Contributor Parties shall assist Buyer in asserting claims) for any Liability with respect to the Business or any Contributed Company under such Contributor Insurance Policies that are “occurrence basis” policies which provide coverage with respect to the Business or any Contributed Company (“Occurrence Basis Policies”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Closing Date to the extent that the terms and conditions of any such Occurrence Basis Policies and any Contracts related to such policies so allow; and (ii) continue to prosecute claims (and the Contributor Parties shall assist Buyer in connection therewith) for any Liability with respect to the Business or any Contributed Company properly asserted with the insurance carrier prior to the Closing Date under such Contributor Insurance Policies that are “claims made basis” policies and which provide coverage with respect to the Business or any Contributed Company (“Claims Made Policies”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Closing Date to the extent that the terms and conditions of any such Claims Made Policies and any Contracts related to such policies so allow. (b) Buyer shall have the right to notify the Contributor Representative, on behalf of the Contributor Parties, of any claims related to the Business or any Contributed Company that would or may be subject to any Contributor Insurance Policy and based on Events that have occurred or exist at or prior to the Closing Date, and the Contributor Parties shall (i) not seek to change any rights and obligations of any Contributor Party or any Affiliate of a similar kind Contributor Party under the Contributor Insurance Policies; and (ii) use their commercially reasonable efforts to timely file such policies claims with the applicable insurance carriers. Each Party shall be in such amounts and shall contain such terms and provisions as shall be approved by the Lender and shall and thereafter upon issuance use commercially reasonable efforts to keep each other Party advised of the Temporary Occupation Permitstatus of (and any developments regarding) any such claims, and to cooperate with each other Party and any insurance carrier in connection with the Lender investigation and defense of any such claims, all in accordance and consistent with the standard practices and procedures established from time to time by Company or any such insurance carrier. The Contributor Representative (on behalf of each Contributor Party) shall arrange for either a mortgagee interest remit to Buyer within five (5) Business Days following receipt thereof all proceeds received by any Contributor Party or fire insurance as may be decided by any Affiliate of any Contributory Party under the Lender Contributor Insurance Policies with respect to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable claims made in respect of the said policies of insurance and submit Business or the Contributed Companies pursuant to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;provision.

Insurance Policies. The Borrower All insurance policies required by this Mortgage shall take out (i) prohibit cancellation or substantial modification by the insurer without at least 30 days' prior written notice to the Mortgagee, and maintain (ii) provide that the insurance shall not be invalidated as to the Mortgagee by any act or cause neglect of any person owning or leasing the Mortgaged Properties, or by foreclosure proceeding or notice of sale or sale by deed or assignment in lieu of foreclosure or by any other change in the title or ownership of the Mortgaged Properties, and (iii) contain an agreement by the insurer that the policy constitutes primary insurance. All property insurance policies required by this Mortgage shall be carried in the name of the Mortgagor, shall contain a standard mortgagee clause (without contribution) in favor of the Mortgagee, and provide that losses thereunder shall be adjusted with the insurer by the Mortgagor, but with settlements subject to be taken out the approval of the Mortgagee and maintained payments made jointly to the Mortgagor and the Mortgagee. In the event of loss or physical damage to the Mortgaged Properties, the Mortgagor shall give immediate notice thereof to the Mortgagee, and the Mortgagee may make proof of the loss if the same is not made promptly by the Mortgagor. Upon the execution of this Mortgage and thereafter not less than 10 days prior to the expiration dates of expiring policies, originals of all risks policies of insurance in the joint names of the Borrower and the Lender with such insurance company approved by (or certificates thereof in form acceptable to the Lender, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance periodMortgagee) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and such policies shall be in deposited with the Mortgagee. If the Mortgagor fails to carry any such amounts and shall contain such terms and provisions as shall be approved by the Lender and shall and thereafter upon issuance of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest insurance or fire insurance as may be decided by the Lender fails to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and deliver the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit (or certificates) to the Lender receipts for such paymentMortgagee, and if then the Borrower fails to comply with the provisions of this sub-clause the Lender may Mortgagee, at its discretion (option but without any obligations on its part being obligated to do so) have , may procure such insurance effected from year to year and pay the premiums therefor, and the Mortgagor will reimburse the Mortgagee on demand for premiums so paid, with interest thereon from the time of payment at the cost of post-default rate chargeable under the Borrower Note (the "Default Rate"), and all moneys paid the same shall be secured by this Mortgage. All insurance required by the Lender preceding paragraph (h) shall be issued by insurance companies licensed and admitted to do business in respect Hawaii and having a rating by Best's Insurance Reports of such insurances Class A:VI or better. The Mortgagee shall on demand not be repaid to the Lender responsible for the account collection of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the any insurance proceeds or for the said sum may be exercised by the Lender;insolvency of any insurer or insurance underwriter.

Insurance Policies. The Borrower shall take out and maintain or cause All insurance policies herein to be taken out procured by either party shall (i) be issued by good and maintained all risks policies of solvent insurance companies licensed to do business in the joint names Commonwealth of Virginia having a Best’s Rating of AX or better, (ii) be written as primary policy coverage and not contributing with or in excess of any coverage which the Borrower other party hereto may carry, and the Lender with such insurance company approved by the Lender, fully insuring the Property (iii) insure and the Project and name respectively Tenant or Landlord as an additional insured as their respective interests may appear; all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and such policies shall be in such amounts and shall contain such terms and provisions as shall be approved by the Lender and shall and thereafter upon issuance of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation a provision that although respectively Tenant or Landlord and standard mortgagee clauses naming Landlord’s First Mortgage Lender are named as loss payee additional insureds, Tenant, Landlord and such First Mortgage Lender shall nevertheless be entitled to recover under said policies for any loss, injury or damage to it or its servants, agents and employees by reason of the Lender and act or negligence of Landlord or Tenant as applicable. Neither the policies issuance of any insurance policy required hereunder, nor the minimum limits specified herein with respect to Landlord’s or Tenant’s insurance coverage, shall be delivered deemed to and retained by the Lender; the Borrower shall punctually pay all premia payable limit or restrict in respect of the said policies of insurance and submit to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions any way Landlord’s or Tenant’s liability arising under or out of this sub-clause the Lender may at its discretion (but without any obligations on its part Lease. With respect to do so) have such insurance effected at the cost of the Borrower each and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers every one of the insurance for policies herein required to be procured by Landlord or Tenant, Landlord or Tenant shall deliver to the said sum other party true copies of each such policy or modifications in force at the commencement of the lease and thereafter upon the other party’s demand therefor. Any insurance required to be carried hereunder may be exercised carried under a blanket policy covering the Demised Premises and other locations of the party. Each and every insurance policy required to be carried hereunder by or on behalf of a party shall provide (and any certificate evidencing the Lender;existence of each such insurance policy shall certify) that, unless the other party shall first have been given thirty (30) days prior written notice thereof: (i) such insurance policy shall not be cancelled and shall continue in full force and effect, (ii) the insurance carrier shall not fail to renew such insurance policy, and (iii) no material changes may be made in such insurance policy. The term “insurance policy” as used herein shall be deemed to include any extensions or renewals of such insurance policy. In the event that Tenant shall fail promptly to furnish any insurance coverage hereunder required to be procured by Tenant, and such failure continues despite Landlord’s informal notice to Tenant, Landlord, at its sole option, shall have the right to obtain the same and pay the premium therefor for a period not exceeding one (1) year in each instance, and the premium so paid by Landlord together with an administrative fee of fifteen percent (15%), shall be immediately payable by Tenant to Landlord as additional rent, provided that if Tenant provides evidence of such coverage to Landlord, Landlord shall cancel such coverage obtained by Landlord and credit Tenant the amount of premium, if any, refunded to Landlord, less an administrative charge of fifteen percent (15%) of such refund.

Insurance Policies. The (a) During the term of the Loan, Borrower at its sole cost and expense must provide insurance policies and certificates of insurance for types of insurance described below all of which must be satisfactory to Lender as to form of policy, amounts, deductibles, sublimits, types of coverage, exclusions and the companies underwriting these coverages. In no event shall such policies be terminated or otherwise allowed to lapse. Borrower shall take out be responsible for its own deductibles. Borrower shall also pay for any insurance, or any increase of policy limits, not described in this Agreement that Borrower requires for its own protection or for compliance with government statutes. Borrower’s insurance shall be primary and maintain or cause without contribution from any insurance procured by Lender including, without limitation, any insurance obtained by Lender pursuant to be taken out and maintained all risks policies Section 6.1.1(d). Policies of insurance in the joint names of the Borrower and the Lender with such insurance company approved by the Lender, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and such policies shall be in such amounts and shall contain such terms and provisions as shall be approved by the Lender and shall and thereafter upon issuance of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to Lender in accordance with the following requirements: (i) Property insurance on the Improvements and retained the Personal Property insuring against any peril now or hereafter included within the classification “All Risk” or “Special Perils,” in each case (1) in an amount equal to 100% of the Full Replacement Cost of the Improvements and Personal Property with a waiver of depreciation and with a Replacement Cost Endorsement; (2) containing an agreed amount endorsement with respect to the Improvements and Personal Property waiving all co-insurance provisions; (3) providing for no deductible in excess of $250,000.00; and (4) containing no margin clause unless approved by Lender and (5) containing Ordinance or Law Coverage, Operation of Building Laws, Demolition Costs and Increased Cost of Construction in an amount reasonably required by Lender or if any of the Improvements or the use of the Property constitute non-conforming structures then in the amount of 100% of the Full Replacement Cost. The Full Replacement Cost shall be determined from time to time by an appraiser or contractor designated and paid by Borrower and approved by Lender or by an engineer or appraiser in the regular employ of the insurer. The “Full Replacement Cost” for purposes of this Article VI shall mean the estimated total cost of construction required to replace the Improvements with a substitute of like utility, and using modern materials and current standards, design and layout. For purposes of calculating Full Replacement Cost direct (hard) costs shall include, without limitation, labor, materials, supervision and contractor’s profit and overhead and indirect (soft) costs shall include, without limitation, fees for architect’s plans and specifications, construction financing costs, permits, sales taxes, insurance and other costs included in the Xxxxxxxx Valuation Service published by Xxxxxxxx & Swifts. (ii) Commercial General Liability insurance, including terrorism coverage, against claims for personal injury, bodily injury, death or property damage occurring upon, in or about the Property, such insurance (1) to be on the so-called “occurrence” form with a combined single limit of not less than Twenty-Five Million and No/100 Dollars ($25,000,000.00); (2) to continue at not less than this limit until required to be changed by Lender in writing by reason of changed economic conditions making such protection inadequate; and (3) to cover at least the following hazards: (a) premises and operations; (b) products and completed operations on an “if any” basis; (c) independent contractors; (d) blanket contractual liability for all written and oral contracts; (e) contractual liability covering the indemnities contained in this Agreement and the other Loan Documents to the extent available; and (f) if applicable, liquor liability. The required limit may be satisfied through a combination of Primary and Excess Liability policies. (iii) Business Income insurance in an amount sufficient to prevent Borrower from becoming a co-insurer within the terms of the applicable policies, and sufficient to recover twenty four (24) months Business Income and with an Extended Period of Indemnity (“EPI”) of 12 months. The amount of such insurance shall be increased from time to time during the term of the Loan as and when new leases and renewal leases are entered into and rents payable increase or the annual estimate of gross income from occupancy of the Property increases to reflect such rental increases. (iv) If Lender determines at any time that any part of the Property is located in an area identified on a Flood Hazard Boundary Map or Flood Insurance Rate Map issued by the Federal Emergency Management Agency as having special flood hazards and flood insurance has been made available, Borrower will maintain a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration with a generally acceptable insurance carrier, in an amount not less than the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act of 1994, as amended. In addition, Borrower will maintain Difference in Conditions (DIC) insurance and/or excess insurance from and against all losses, damages, costs, expenses, claims and liabilities related to or arising from acts of flood, of such types, in such amounts, with such deductibles, issued by such companies, and on such forms of insurance policies as required by Lender; , if Lender determines at any time that any part of the Borrower shall punctually pay Property is located in Flood Zone A or V. (v) During the period of any construction or renovation or alteration of the Improvements, and only if the Property insurance (as described in Section 6.1.1(a)(i)) form does not otherwise provide coverage, a so-called “Builder’s All Risk” insurance policy in non-reporting form for any Improvements under construction, renovation or alteration including, without limitation, for demolition and increased cost of construction or renovation, in an amount approved by Lender including an Occupancy endorsement and Worker’s Compensation Insurance covering all premia payable persons engaged in the construction, renovation or alteration in an amount at least equal to the minimum required by statutory limits of the State. (vi) Workers’ Compensation insurance, subject to the statutory limits of the State, and employer’s liability insurance with a limit of at least $1,000,000 per accident and per disease per employee, and $1,000,000 for disease in the aggregate in respect of any work or operations on or about the said Property, or in connection with the Property or its operations (if applicable). (vii) Boiler & Machinery, or Equipment Breakdown Coverage, insurance covering the major components of the central heating, air conditioning and ventilating systems, boilers, other pressure vessels, high pressure piping and machinery, elevators and escalators, if any, and other similar equipment installed in the Improvements, in an amount equal to one hundred percent (100%) of the full replacement cost of all equipment installed in, on or at the Improvements. These policies shall insure against physical damage to and loss of occupancy and use of the Improvements arising out of an accident or breakdown. (viii) Insurance from and against all losses, damages, costs, expenses, claims and liabilities related to or arising from acts of terrorism, of such types, in such amounts, with such deductibles, issued by such companies, and on such forms of insurance policies as required by Lender. (ix) Business Automobile Insurance with a combined single limit of not less than $1,000,000 per occurrence for bodily injury and property damage arising out of the use of owned, non-owned, hired and/or leased automotive equipment when such equipment is operated by Borrower, Borrower’s employees or Borrower’s agents in connection with the Property. (x) Windstorm coverage, including coverage for Named Storms, in an amount equal to the Full Replacement Cost, plus an amount equal to the Business Income insurance and EPI contemplated in Subsection (a)(iii) of this Section 6.1.1 and on terms consistent with the commercial property insurance policy required under Subsection (a)(i) of this Section 6.1.1, provided, however, that the deductible for windstorm coverage shall not exceed the greater of (i) $250,000 or (ii) five percent (5%) of the Full Replacement Cost. (xi) Insurance from or against all losses, damages, costs, expenses, claims and liabilities related to or arising from earthquake on such form of insurance policy and in such amount as required by Lender, and provided that the deductible for earthquake coverage shall not exceed the greater of (i) $250,000 or (ii) five percent (5%) of the Full Replacement Cost. (xii) If the Property is governed in whole or in part by a condominium association or operated as a “cooperative apartment house”, Fidelity/Crime insurance against all losses as a result of fraudulent acts by anyone who either handles or is responsible for funds that it holds or administers, in such amount as required by Lender, naming the condominium association or co-op as the insured. (xiii) Such other insurance (i) as may from time to time be required by Lender to replace coverage against any hazard, which as of the date hereof is insured against under any of the insurance policies described in Subsections (a)(i) through (a)(xii) of this Section 6.1.1, and (ii) as may from time to time be reasonably required by Lender against other insurable hazards, including, but not limited to, vandalism, earthquake, environmental, sinkhole and mine subsidence. (b) Lender’s interest must be clearly stated by endorsement in the insurance policies described in this Section 6.1.1 as follows: (i) The policies of insurance referenced in Subsections (a)(i), (a)(iii), (a)(iv), (a)(v), (a)(vii), (a)(viii), (a)(x) and submit (a)(xi) of this Section 6.1.1 shall identify Lender under the New York Standard Mortgagee Clause (non-contributory) endorsement. (ii) The insurance policies referenced in Sections 6.1.1(a)(ii) and 6.1.1(a)(ix) shall name Lender as an additional insured. (iii) All of the policies referred to in Section 6.1.1 shall provide for at least thirty (30) days’ written notice to Lender in the event of policy cancellation and/or material change. (c) All the insurance companies must be authorized to do business in New York State and the State and be approved by Lender. The insurance companies must have a general policy rating of A.M. Best “Excellent” or better and a financial class of X or better by A.M. Best. So called “Cut-through” endorsements shall not be permitted. If there are any Securities issued with respect to this Loan which have been assigned a rating by a Rating Agency, the insurance company shall have a claims paying ability rating by such Rating Agency equal to or greater than the rating of the highest class of the Securities. Borrower shall deliver evidence satisfactory to Lender receipts for such paymentof payment of premiums due under the insurance policies. (d) Certified copies of the policies, and if the any endorsements, shall be made available for inspection by Lender upon request. If Borrower fails to comply with obtain or maintain insurance policies and coverages as required by this Section 6.1.1, then Lender shall have the provisions of this sub-clause right but shall not have the Lender may at its discretion (but without obligation immediately to procure any obligations on its part to do so) have such insurance effected policies and coverages at Borrower’s cost. (e) Borrower shall be required during the cost term of the Borrower and all moneys paid by the Loan to continue to provide Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers with original renewal policies or replacements of the insurance for policies referenced in Section 6.1.1(a). Lender may accept Certificates of Insurance, if satisfactory to Lender, evidencing insurance policies referenced in this Section 6.1.1 instead of requiring the said sum may actual policies. Lender shall be exercised by provided with renewal Certificates of Insurance, or Binders, prior to each expiration. The failure of Borrower to maintain the insurance required under this Article VI shall not constitute a waiver of Borrower’s obligation to fulfill these requirements. (f) All binders, policies, endorsements, certificates, and cancellation notices are to be sent to the Lender;’s Address for Insurance Notification until changed by notice from Lender. (g) If any policy referred to in this Section 6.1.1 is written on a blanket basis, a list of locations and their insurable values shall be provided, as required by Lender. If the Property is located in an area for potential catastrophic loss, upon request Borrower shall provide Lender with a Natural Hazard Loss Analysis Report on an annual basis, if applicable. This report is to be completed by a recognized risk modeling company (e.g. RMS, EQE, AIR) approved by Lender.

Insurance Policies. (a) EXHIBIT 4-8, annexed hereto, is a schedule of all material insurance policies owned by the Borrower and AWI or under which the Borrower or AWI is the named insured as of the date hereof (excluding key man life insurance policies, the proceeds of which shall be utilized to fund Management stock repurchases as permitted hereunder). Each of such policies is in full force and effect. None of the issuer (to the Borrower's knowledge) of any such policy, the Borrower or AWI is in default or violation of any such policy. (b) The Borrower and AWI shall take out have and maintain at all times insurance covering such risks, in such amounts, containing such terms, in such form, for such periods, and written by such companies as may be reasonably satisfactory to the Lender. The coverage reflected on EXHIBIT 4-8 presently satisfies the foregoing requirements, it being recognized by the Borrower and AWI, however, that such requirements may change hereafter to reflect changing circumstances. All insurance carried by the Borrower and AWI shall provide for a minimum of sixty (60) days' written notice of cancellation to the Lender and all such insurance which covers the Collateral shall include an endorsement in favor of the Lender, as loss payee and additional insured, which endorsement shall provide that the insurance, to the extent of the Lender's interest therein, shall not be impaired or cause invalidated, in whole or in part, by reason of any act or neglect of the Borrower or AWI or by the failure of the Borrower or AWI to be taken out comply with any warranty or condition of the policy. In the event of the failure by the Borrower or AWI to maintain insurance as required herein, the Lender, at its option, may obtain such insurance, provided, however, the Lender's obtaining of such insurance shall not constitute a cure or waiver of any Event of Default occasioned by the Borrower's or AWI's failure to have maintained such insurance. The Borrower and maintained all risks policies AWI shall furnish to the Lender certificates or other evidence satisfactory to the Lender regarding compliance by the Borrower and AWI with the foregoing insurance provisions. (c) After the occurrence, and during the continuance, of an Event of Default, the Borrower and AWI shall each advise the Lender of each claim made by the Borrower or AWI, as applicable, under any policy of insurance which covers the Collateral and will permit the Lender, at the Lender's option in each instance, to the joint names exclusion of the Borrower and AWI, to conduct the adjustment of each such claim. The Borrower and AWI each hereby appoints the Lender with such as the Borrower's and AWI's attorney in fact, exercisable after the occurrence, and during the continuance, of an Event of Default, to obtain, adjust, settle, and cancel any insurance company approved by described in this section and to endorse in favor of the Lender, fully insuring the Property and the Project Lender any and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance drafts and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered instruments with respect to property such insurance. This appointment, being coupled with an interest, is irrevocable until this Agreement is terminated by a written instrument executed by a duly authorized officer of the Lender. The Lender shall not be liable on account of any exercise pursuant to said power except for any exercise in actual willful misconduct and projects bad faith. The Lender may apply any proceeds of a similar kind and such policies shall be insurance against the Liabilities, whether or not such have matured, in such amounts and shall contain such terms and provisions order of application as shall be approved by the Lender and shall and thereafter upon issuance of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;determine.

Insurance Policies. The Borrower (a) All Insurance Policies shall take out be issued by companies licensed or authorized to issue insurance in the State in which the Land is located and maintain or cause shall name Mortgagee as an additional insured. All Insurance Policies shall provide that the coverage shall not be modified without (30) days' advance written notice to be taken out and maintained all risks Mortgagee. Mortgagor may obtain any insurance required by Section 7 hereof through blanket policies, provided, however, that such blanket policies shall separately set forth the amount of insurance in force with respect to the joint names Premises (which shall not be reduced by reason of events occurring on property other than the Borrower Premises) and shall afford all the protections to Mortgagee as are required under Section 7 hereof and this Section 8. Mortgagor will deliver insurance certificates executed by the insurer or its authorized agent evidencing all Insurance Policies to Mortgagee and, in case of Insurance Policies about to expire, Mortgagor will deliver insurance certificates evidencing all Insurance Policies prior to the date of expiration executed by the insurer or its authorized agent evidencing that the insurance required hereunder is being maintained under such policy. Mortgagor shall furnish Mortgagee receipts for the payment of premiums on such insurance policies as and when due or other evidence of such payment reasonably satisfactory to Mortgagee. The Insurance Policy described in Section 7(a) above shall name Mortgagee, as agent for the Holders, as an additional named insured and the Lender with such insurance company approved by Insurance Policy described in Section 7(a) above shall provide that all proceeds be payable to Mortgagee, as agent for the Lender, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised Holders. The Insurance Policy referred to in the Mortgage of the Property and of an insurable nature Section 7(a) above shall also contain: (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance periodi) againsta standard "non-contributory mortgagee" endorsement or its equivalent relating, inter alia, to recovery by Mortgagee notwithstanding the negligent or willful acts or omission of Mortgagee; (ii) to the extent available at commercially reasonable rates, a waiver of subrogation endorsement as to Mortgagee; and (iii) an endorsement providing for a deductible per loss or damage of an amount not more than that which is customarily maintained by fire covering prudent owners of similar properties in the full value general vicinity of the construction cost Premises, but in no event in excess of $10,000. All Insurance Policies shall contain (i) a provision that such Insurance Policies shall not be cancelled or terminated, without at least thirty (30) days' prior written notice to Mortgagee in each instance; and piling(ii) if premiums are paid in installments, workmen's compensation include effective waivers by the insurer of all claims for Insurance Premiums (defined below) against any loss payees, additional insureds and public liability and all named insureds (other risks commonly covered than Mortgagor). Certificates of insurance with respect to property all renewal and projects of a similar kind and such policies shall be in such amounts and shall contain such terms and provisions as shall be approved by the Lender and shall and thereafter upon issuance of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies Insurance Policies shall be delivered to and retained by Mortgagee not less than twenty (20) days prior to the Lender; the Borrower shall punctually pay all premia payable in respect expiration date of any of the said policies Policies required to be maintained hereunder, which certificates shall bear notations evidencing payment of applicable premiums (the "Insurance Premiums"). Originals or certificates of such replacement Insurance Policies shall be delivered to Mortgagee promptly after Mortgagor's receipt thereof but in any case within thirty (45) days after the effective date thereof. If Mortgagor fails to maintain and deliver to Mortgagee the certificates of insurance required by this Mortgage, upon ten (10) days' prior notice to Mortgagor, Mortgagee may procure such insurance at Mortgagor's sole cost and submit to the Lender receipts for such payment, and if the Borrower fails to expense. (b) Mortgagor shall comply with all insurance requirements described in Section 7 and this Section 8 and shall not bring or keep or permit to be brought or kept any article upon any of the provisions Premises or cause or permit any condition to exist thereon which would be prohibited by an insurance requirement, or would invalidate the insurance coverage required hereunder to be maintained by Mortgagor on or with respect to any part of the Premises pursuant to this Section 7 of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;Mortgage or this Section 8.

Insurance Policies. The (a) During the term of the Loan, Borrower at its sole cost and expense must provide insurance policies and certificates of insurance for types of insurance described below all of which must be satisfactory to Lender as to form of policy, amounts, deductibles, sublimits, types of coverage and exclusions. If certificates of insurance and applicable portions of the policies are provided in form satisfactory to Lender, Lender will accept certificates of insurance evidencing insurance policies referenced in this Section 6.1 instead of requiring actual policies.. In no event shall such policies be terminated or otherwise allowed to lapse. Borrower shall take out be responsible for its own deductibles. Borrower shall also pay for any insurance, or any increase of policy limits, not described in this Agreement that Borrower requires for its own protection or for compliance with government statutes. Borrower’s insurance shall be primary and maintain without contribution from any insurance procured by Lender including, without limitation, any insurance obtained by Lender pursuant to Section 6.1.1(d). Policies of insurance must be maintained in accordance with the following requirements: (i) Property insurance on the Improvements and the Personal Property insuring against any peril now or cause hereafter included within the classification “All Risk” or “Special Perils,” in each case (1) in an amount equal to 100% of the Full Replacement Cost of the Improvements and Personal Property with a waiver of depreciation and with a Replacement Cost Endorsement; (2) containing an agreed amount endorsement with respect to the Improvements and Personal Property waiving all co-insurance provisions; (3) providing for no deductible in excess of $250,000 (except that the deductible for windstorm damage shall not exceed the greater of $250,000 or five percent (5%) of the Full Replacement Cost); and (4) containing no margin clause unless approved by Lender and (5) containing Ordinance or Law Coverage, Operation of Building Laws, Demolition Costs and Increased Cost of Construction in an amount reasonably required by Lender or if any of the Improvements or the use of the Property constitute non-conforming structures then in the amount of 100% of the Full Replacement Cost. The Full Replacement Cost shall be determined from time to time by an appraiser or contractor designated and paid by Borrower and approved by Lender or by an engineer or appraiser in the regular employ of the insurer. The “Full Replacement Cost” for purposes of this Article VI shall mean the estimated total cost of construction required to replace the Improvements with a substitute of like utility, and using modern materials and current standards, design and layout. For purposes of calculating Full Replacement Cost direct (hard) costs shall include, without limitation, labor, materials, supervision and contractor’s profit and overhead and indirect (soft) costs shall include, without limitation, fees for architect’s plans and specifications, construction financing costs, permits, sales taxes, insurance and other costs included in the Xxxxxxxx Valuation Service published by Xxxxxxxx & Swifts. (ii) Commercial General Liability insurance, including Terrorism coverage, against claims for personal injury, bodily injury, death or property damage occurring upon, in or about the Property, such insurance (1) to be taken on the so-called “occurrence” form with a combined single limit of not less than Fifty Million and No/100 Dollars ($50,000,000.00); (2) to continue at not less than this limit until required to be changed by Lender in writing by reason of changed economic conditions making such protection inadequate; and (3) to cover at least the following hazards: (a) premises and operations; (b) products and completed operations on an “if any” basis; (c) independent contractors; (d) blanket contractual liability for all written and oral contracts; (e) contractual liability covering the indemnities contained in this Agreement and the other Loan Documents to the extent available; and (f) if applicable, liquor liability. The required limit may be satisfied through a combination of Primary and Excess Liability policies. (iii) Business Income insurance in an amount sufficient to prevent Borrower from becoming a co-insurer within the terms of the applicable policies, and sufficient to recover twenty four (24) months Business Income and with an Extended Period of Indemnity (“EPI”) of 12 months. The amount of such insurance shall be increased from time to time during the term of the Loan on an annual basis when new leases and renewal leases are entered into and rents payable increase or the annual estimate of gross income from occupancy of the Property increases to reflect such rental increases. (iv) Insurance from and against all losses, damages, costs, expenses, claims and liabilities related to or arising from acts of flood in such amounts, with such deductibles as required by Lender. If at any time any part of the Property is located in an area identified on a Flood Hazard Boundary Map or Flood Insurance Rate Map issued by the Federal Emergency Management Agency as having special flood hazards (i.e. Flood Zone A or V) and flood insurance has been made available, Borrower will also maintain a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration with a generally acceptable insurance carrier, in an amount not less than the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act of 1994, as amended. (v) During the period of any construction or renovation or alteration of the Improvements, and only if the Property insurance (as described in Section 6.1.1(a)(i)) form does not otherwise provide coverage, a so-called “Builder’s All Risk” insurance policy in non- reporting form for any Improvements under construction, renovation or alteration including, without limitation, for demolition and increased cost of construction or renovation, in an amount approved by Lender including an Occupancy endorsement and Worker’s Compensation Insurance covering all persons engaged in the construction, renovation or alteration in an amount at least equal to the minimum required by statutory limits of the State. (vi) Workers’ Compensation insurance, to the extent applicable, subject to the statutory limits of the State, and employer’s liability insurance with a limit of at least $1,000,000 per accident and per disease per employee, and $1,000,000 for disease in the aggregate in respect of any work or operations on or about the Property, or in connection with the Property or its operations (if applicable). (vii) Boiler & Machinery, or Equipment Breakdown Coverage, insurance covering the major components of the central heating, air conditioning and ventilating systems, boilers, other pressure vessels, high pressure piping and machinery, elevators and escalators, if any, and other similar equipment installed in the Improvements, in an amount equal to one hundred percent (100%) of the full replacement cost of all equipment installed in, on or at the Improvements. These policies shall insure against physical damage to and loss of occupancy and use of the Improvements arising out of an accident or breakdown. (viii) Insurance from and maintained against all risks losses, damages, costs, expenses, claims and liabilities related to or arising from acts of terrorism, of such types, in such amounts, with such deductibles, issued by such companies, and on such forms of insurance policies as required by Lender. (ix) Business Automobile Insurance, to the extent applicable, with a combined single limit of not less than $1,000,000 per occurrence for bodily injury and property damage arising out of the use of owned, non-owned, hired and/or leased automotive equipment when such equipment is operated by Borrower, Borrower’s employees or Borrower’s agents in connection with the Property. (x) Windstorm coverage, including coverage for Named Storms, in an amount equal to the Full Replacement Cost, plus an amount equal to the Business Income insurance and EPI contemplated in Subsection (a)(iii) of this Section 6.1.1 and on terms consistent with the commercial property insurance policy required under Subsection (a)(i) of this Section 6.1.1, provided, however, that the deductible for windstorm coverage shall not exceed the greater of (i) $250,000 or (ii) five percent (5%) of the Full Replacement Cost. (xi) Insurance from or against all losses, damages, costs, expenses, claims and liabilities related to or arising from earthquake on such form of insurance policy and in such amount as required by Lender, and provided that the deductible for earthquake coverage shall not exceed the greater of (i) $250,000 or (ii) five percent (5%) of the Full Replacement Cost. (xii) If the Property is governed in whole or in part by a condominium association or operated as a “cooperative apartment house”, Fidelity/Crime insurance against all losses as a result of fraudulent acts by anyone who either handles or is responsible for funds that it holds or administers, in such amount as required by Lender, naming the condominium association or co-op as the insured. (xiii) An environmental insurance policy with regard to the Property (“Environmental Policy”) with an initial ten (10) year term expiring on the Maturity Date. Further, Borrower shall, on or before the fifth (5th) anniversary of the Execution Date, deliver a new Environmental Policy or an extension of the existing Environmental Policy, satisfactory to Lender, so as to provide environmental insurance coverage for a period of at least two (2) years beyond the Maturity Date (“Extended Policy”). Notwithstanding the foregoing, in the event that an Extended Policy is not available in the environmental insurance marketplace at commercially reasonable rates, Borrower shall not be required to deliver such an Extended Policy so long as Borrower provides Lender with written notice that Borrower is unable to acquire an Extended Policy due to its unavailability in the marketplace at commercially reasonable rates. Borrower shall, however, in such case, be obligated during the term of the Loan to deliver an Extended Policy to Lender once it becomes available in the environmental insurance marketplace at commercially reasonable rates. Notwithstanding the foregoing, Borrower shall not be obligated to deliver an Extended Policy at the time an Extended Policy is required to be delivered or in connection with a Permitted Transfer under Section 8.1(c) if a Liable Party other than Borrower is then a party to an Environmental Indemnity. (xiv) Such other insurance (i) as may from time to time be required by Lender to replace coverage against any hazard, which as of the Execution Date is insured against under any of the insurance policies described in Subsections (a)(i) through (a)(xiii) of this Section 6.1.1, and (ii) as may from time to time be reasonably required by Lender against other insurable hazards, including, but not limited to, vandalism, earthquake, environmental, sinkhole and mine subsidence. (b) Lender’s interest must be clearly stated by endorsement in the insurance policies described in this Section 6.1.1 as follows: (i) The policies of insurance referenced in Subsections (a)(i), (a)(iii), (a)(iv), (a)(v), (a)(vii), (a)(viii), (a)(x) and (a)(xi) of this Section 6.1.1 shall identify Lender under the New York Standard Mortgagee Clause (non-contributory) endorsement. (ii) The insurance policies referenced in Sections 6.1.1(a)(ii) and 6.1.1(a)(ix) shall name Lender as an additional insured. (iii) All of the property policies referred to in Section 6.1.1 shall provide for at least thirty (30) days’ written notice to Lender in the joint names event of policy cancellation and/or material change and at least ten (10) days’ written notice to Lender in the event of nonpayment of insurance premiums. With respect to the liability policies referred to in Section 6.1.1, Borrower shall provide (A) written notice to Lender in the event of the Borrower cancellation of any policy that is not renewed or replaced and/or any material change to any such policy and (B) written notice to Lender in the event of nonpayment of insurance premiums. (c) All the insurance companies must be authorized to do business in New York State and the Lender with such insurance company approved by the Lender, fully insuring the Property State and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and such policies shall be in such amounts and shall contain such terms and provisions as shall be approved by Lender. The insurance companies must have a general policy rating of A.M. Best “Excellent” or better and a financial class of X or better by A.M. Best. At Lender’s sole discretion, coverage may be provided by an AM Best “Excellent” rated company with a financial size of “VIII”, so long as the Lender and shall and thereafter upon issuance carriers below “X” do not make up more than 10% of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest or fire total Property insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender program and are not in the joint names primary or first excess layer of coverage. So called “Cut-through” endorsements shall not be permitted without the prior written approval of Lender. Borrower shall deliver evidence satisfactory to Lender of payment of premiums due under the insurance policies. (d) Certified copies of the Borrower as the owner policies, and the Lender as mortgageeany endorsements, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered made available to Lender upon request. Notwithstanding the forgoing, if certificates of insurance, and retained by applicable portions of the policies, are provided in forms satisfactory to Lender; the , Lender will accept certificates of insurance evidencing insurance policies referenced in this Section 6.1.1 instead of requiring actual policies. However, upon request Borrower shall punctually pay be required to provide Lender with copies of all premia payable in respect of the said insurance policies of if a claim has been asserted or is reasonably likely to be asserted which may give rise to an insurable event under such insurance and submit to the Lender receipts for such payment, and if the policy. If Borrower fails to comply with obtain or maintain insurance policies and coverages as required by this Section 6.1.1, then Lender shall have the provisions of this sub-clause right but shall not have the Lender may at its discretion (but without obligation immediately to procure any obligations on its part to do so) have such insurance effected policies and coverages at Borrower’s cost. (e) Borrower shall be required during the cost term of the Borrower and all moneys paid by the Loan to continue to provide Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers with original renewal policies or replacements of the insurance for policies referenced in Section 6.1.1(a). Lender may accept Certificates of Insurance, if satisfactory to Lender, evidencing insurance policies referenced in this Section 6.1.1 instead of requiring the said sum may actual policies. Lender shall be exercised by provided with renewal Certificates of Insurance, or Binders, prior to each expiration. The failure of Borrower to maintain the insurance required under this Article VI shall not constitute a waiver of Borrower’s obligation to fulfill these requirements. (f) All binders, policies, endorsements, certificates, and cancellation notices are to be sent to the Lender;’s Address for Insurance Notification until changed by notice from Lender. (g) If any policy referred to in this Section 6.1.1 is written on a blanket basis, a list of locations and their insurable values shall be provided, as required by Lender. If the Property is located in an area for potential catastrophic loss Borrower shall provide Lender with a Natural Hazard Loss Analysis Report on an annual basis. This report is to be completed by a recognized risk modeling company (e.g. RMS, EQE, AIR) approved by Lender.

Insurance Policies. (a) On the Closing Date, the Issuer shall enter into the Insurance Agreement, pursuant to which the Policies will be issued for the benefit of the Series 2001-A Noteholders and the Counterparty. (b) Prior to 12:00 noon, New York City time, on the third Business Day preceding each Distribution Date, the Servicer shall determine whether there will be a Deficiency Amount on the following Distribution Date. If the Servicer determines that there will be a Deficiency Amount on the following Distribution Date, the Servicer shall complete the notice in the form set forth as an exhibit to the related Policy (the "Notice") and submit such Notice in accordance with the related Policy to the Insurer no later than 3:00 p.m., New York time, on such Business Day, as a claim for an Insured Obligation in an amount equal to such Deficiency Amount. The Borrower Insurer shall take out and maintain remit or cause to be taken out and maintained all risks policies of insurance remitted to the Trustee such Deficiency Amount in accordance with the joint names terms of the Borrower related Policy. (c) The Indenture Trustee shall (i) receive as attorney-in-fact of the applicable owners an Insured Obligation from the Insurer and (ii) distribute the Lender with same to (a) the Class A Noteholders as provided in subsections 5.2(a) and (b) to the extent that such insurance company approved amounts relate to Monthly Interest or principal of the Class A Notes, respectively, and (b) the Counterparty or the Servicer to the extent that such amounts relate to Net Swap Payments or Monthly Servicing Fees, respectively. Any and all Insured Obligations disbursed by the Lender, fully insuring Indenture Trustee from claims made under the Property and Policies shall not be considered payment by the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered Issuer with respect to property and projects of a similar kind and the Class A Notes or other applicable obligations, nor shall such policies shall be in such amounts and shall contain such terms and provisions as shall be approved by payments discharge the Lender and shall and thereafter upon issuance obligation of the Temporary Occupation PermitIssuer with respect to the Class A Notes or other obligations, and the Lender Insurer shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as become the owner and of such unpaid amounts due from the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable Issuer in respect of Insured Obligations. If on any Distribution Date, the said policies of insurance and submit Indenture Trustee or the Servicer determines that the Insurer has paid more under any Policy than is required by the terms hereof, the Indenture Trustee shall promptly return such excess to the Lender receipts for such payment, Insurer. The Indenture Trustee shall keep a complete and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost accurate record of the Borrower amount of the Insured Obligations paid. The Insurer shall have the right to inspect such record during normal business hours upon prior notice to the Indenture Trustee. (d) So long as no Control Transfer Event shall have occurred and be continuing, the Insurer shall be deemed to be the sole Holder of the Series 2001-A Notes for the purpose of exercising voting rights and the giving of any consents, approvals, instructions, directions, declarations and notices relating to the Series 2001-A Notes. However, for any amendment or waiver requiring the consent of all affected Noteholders, the consent of the Insurer and all moneys paid by the Lender in respect of such insurances shall on demand affected Noteholders will be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;required.

Insurance Policies. (a) EXHIBIT 5-7, annexed hereto, is a schedule of all insurance policies owned by the Borrowers or under which any Borrower is the named insured. Each of such policies is in full force and effect. Neither the issuer of any such policy nor any Borrower is in default or violation of any such policy. (b) The Borrower Borrowers shall take out have and maintain at all times insurance covering such risks, in such amounts, containing such terms, in such form, for such periods, and written by such companies as may be reasonably satisfactory to the Lender. The coverage reflected on EXHIBIT 5-7 presently satisfies the foregoing requirements, it being recognized by the Borrowers, however, that such requirements may change hereafter to reflect changing circumstances. All insurance carried by the Borrowers shall provide for a minimum of twenty (20) days’ written notice of cancellation to the Lender and all such insurance which covers the Collateral shall include an endorsement in favor of the Lender, which endorsement shall provide that the insurance, to the extent of the Lender’s interest therein, shall not be impaired or cause invalidated, in whole or in part, by reason of any act or neglect of the Borrowers or by the failure of the Borrowers to comply with any warranty or condition of the policy. In the event of the failure by the Borrowers to maintain insurance as required herein, the Lender, at its option, may obtain such insurance, provided, however, the Lender’s obtaining of such insurance shall not constitute a cure or waiver of any Event of Default occasioned by the Borrowers’ failure to have maintained such insurance. The Borrowers shall furnish to the Lender certificates or other evidence satisfactory to the Lender regarding compliance by the Borrowers with the foregoing insurance provisions. (c) The Borrowers shall advise the Lender of each claim in excess of Fifty Thousand ($50,000) Dollars made by any Borrower under any policy of insurance which covers the Collateral and will permit the Lender, at the Lender’s option in each instance, to the exclusion of the Borrowers, to conduct the adjustment of each such claim (and of all claims following the occurrence of any Suspension Event or Event of Default which has not been remedied within any grace period expressly provided herein or otherwise waived in writing by Lender.). The Borrowers hereby appoint the Lender as each Borrower’s attorney in fact to obtain, adjust, settle, and cancel any insurance claim described in this section and to endorse in favor of the Lender any and all drafts and other instruments with respect to such insurance claim. This appointment, being coupled with an interest, is irrevocable until this Agreement is terminated by a written instrument executed by a duly authorized officer of the Lender. The Lender shall not be taken out liable on account of any exercise pursuant to said power except for any exercise in actual willful misconduct and maintained bad faith. The Lender may apply any proceeds of such insurance against the Liabilities, whether or not such have matured, in such order of application as the Lender may determine. (d) The Borrowers shall maintain at all risks times those policies of insurance in the joint names of the Borrower and the Lender with such insurance company approved obtained by the Lender, fully insuring the Property Borrowers and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect assigned to property and projects of a similar kind and such policies shall be in such amounts and shall contain such terms and provisions as shall be approved by the Lender and shall and thereafter upon issuance of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgageerequired by Section 4-4, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;above.

Insurance Policies. The Borrower (a) Parent’s and/or Company’s fire and casualty insurance, business interruption insurance, liability insurance, property insurance, marine insurance, workers’ compensation insurance and other insurance policies shall take out cease to provide coverage for the Conveyed Assets, NewCo and maintain its business, assets, officers and directors (collectively, the “NewCo Insureds”) on or after the Closing Date, and any refunded premiums shall be retained by Parent and/or Company. Buyer will be solely responsible for acquiring and placing fire and casualty insurance, business interruption insurance, liability insurance, property insurance, marine insurance, workers’ compensation insurance and other insurance policies for the NewCo Insureds for all periods on and after the Closing Date. Buyer acknowledges that all insurance policies or proceeds thereof, or receivables or indemnities coverage thereunder, of Company or any of its Affiliates (the “Seller Insurance Policies”) are Isle Excluded Assets and, following the Closing, no claims may be brought by Buyer or NewCo against any Seller Insurance Policy regardless of whether the events underlying such claim arose prior to, on or after the Closing. (b) Buyer shall, and shall cause its Affiliates to, upon request by and at the expense of Company or its Affiliates, reasonably cooperate in connection with Legal Proceedings that constitute Pre-Closing Claims and shall assist and cooperate in asserting or submitting claims relating to be taken out and maintained all risks policies of insurance in Pre-Closing Claims or any other Liabilities to the joint names extent of the Borrower and insurance coverage available to Company under the Lender Seller Insurance Policies for periods prior to the Closing. Buyer’s obligation to cooperate with such Company pursuant to this Section 6.10(b) shall include allowing Company or its Affiliates, or Parent’s and/or Company’s insurers or insurance company approved by adjustors, or their respective Representatives, reasonable access to the Lender, fully insuring the Owned Real Property and the Project Books and all Records on or after the Closing for the purposes described herein. (c) Buyer shall promptly notify Parent in writing of any Pre-Closing Claim or any other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly that Buyer believes may be covered with respect to property and projects of a similar kind and such policies shall be in such amounts and shall contain such terms and provisions as shall be approved by the Lender and shall and thereafter upon issuance Seller Insurance Policies of which it has knowledge or acquires knowledge on or after the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;Closing Date.

Insurance Policies. A. The Borrower Tenant shall take out provide and maintain maintain, at its sole coat and expense, at all times during the term of this Lease, General Comprehensive Public Liability insurance against claims for bodily injury, death or cause to be taken out and maintained all risks policies of insurance property damage occurring on, in or about the joint names of the Borrower and the Lender with Rented Property, such insurance company approved by the Lender, fully insuring the Property to afford protection of not less than Two Million Dollars ($2,000,000.00) with respect to bodily injury or death to all persons in any one accident and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature not less than Five Hundred Thousand Dollars (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period$500,000.00) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property damage in any one occurrence, or such other amounts in excess of the amount set forth above as is commercially prudent or as may be required by the holder of any mortgage encumbering the Rented Property. B. The Tenant hereby covenants and projects agrees with the Landlord that it will, at its expense, at all times during the term of this Lease, keep insured any and all buildings and improvements now on, or that may be built or placed upon said Rented Property, and the furniture and fixtures therein, in good and responsible insurance companies authorized to do business in the state in which the Rented Property is located, and approved by Landlord, for protection against loss or damage caused by or resulting from fire and windstorm, or other causes included within the terms “extended coverage” and “extended additional coverage” in an amount equal to full insurable value of said building and improvements in an amount sufficient to prevent Landlord or Tenant from becoming a similar kind and co-insurer of any loss; such policies shall be in such amounts written on a replacement cost basis or on a blanket coverage subject to the 90% average clause. C. Original and shall contain such terms and provisions as renewal policies, or certificates thereof, representing all of the above provided for insurance, shall be approved delivered by Tenant to the Landlord at least thirty (30) days before the expiration of insurance with said policies or certificates of renewal; and within thirty (30) days after such renewal, policies or certificates thereof shall take effect (or sooner if payment is necessary before the expiration of thirty (30) days in order to prevent cancellation of said policies, or any of them), the Tenant shall furnish to the Landlord proof of the receipt by the Lender and shall and thereafter upon issuance respective insurance companies of the Temporary Occupation Permitpremiums thereon, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided if so required by the Lender to cover Landlord. All policies and/or certificates shall name Landlord as one of the loan amount or replacement costinsured parties under the policies described in Subparagraphs A and B above, and the policies and/or certificates as the case may bebe shall provide that the insuring company shall not amend or cancel any such insurance without giving Landlord at least thirty (30) days’ advance written notice of such amendment or cancellation. D. Upon the default of the Tenant in effecting any such insurance, or procuring or delivering the policies or certificates therefor as directed by the Landlord, or in paying the premiums therefor, and any and all charges incidental thereto, when the same become payable, or in procuring and delivering to the Landlord renewals of expired policies or certificates thereof, at least thirty (30) days before such expiration, the Landlord may procure any such insurance, and/or pay the premiums and other amount charges incidental thereto, and any and all amounts so paid by the Landlord, together with the interest thereon from the date of such payment, at the rate of ten percent (10%) per annum, shall be additional rental hereunder, and shall be paid with the next and subsequent installment of rent, which shall become due after such payment by Landlord; it being expressly agreed that the payment by Landlord of any such premium shall not be deemed to waive or release the default in the payment thereof by the Tenant, or the right of the Landlord to take such action as may be determined by the Lender permissible hereunder, as in the joint names case of default in the payment of rent. E. Tenant shall not violate or permit to be violated any conditions or provisions of any said policies, and Tenant shall so perform and satisfy the requirements of the Borrower companies writing such policies that, companies of good standing, and acceptable to the Landlord, shall be willing to write and continue such insurance. F. Tenant shall cooperate with the Landlord and any mortgagee in connection with the collection of any insurance monies that may be due in the event of loss, and shall execute and deliver to Landlord and any mortgagee such proofs of loss, and any other instruments that may be required for the purpose of facilitating the recovery of any such insurance monies, and in the event that Tenant shall fail or neglect to so cooperate or to execute, acknowledge, and deliver any such instrument, Landlord in addition to any other remedies, may, as the owner agent or attorney in fact of Tenant, execute and deliver any proofs of loss, and any other instruments as may be desirable to Landlord and any mortgagee, for the collection of such insurance monies, and the Lender Tenant hereby irrevocably nominates, constitutes and appoints Landlord, Tenant’s proper and legal attorney in fact for such purpose, hereby ratifying all that Landlord may do as mortgagee, such policies attorney in fact of Tenant. Landlord shall contain non-cancellation cooperate with Tenant and standard any mortgagee clauses naming as loss payee in the Lender same manner and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit to the Lender receipts for such payment, and if the Borrower fails same extent as Tenant is required to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;cooperate hereunder.

Insurance Policies. The (a) During the term of the Loan, Borrower, at its sole cost and expense, must provide insurance policies or certificates of insurance for types of insurance described below all of which must be satisfactory to Lender as to form of policy, amounts, deductibles, sublimits, types of coverage, exclusions and the companies underwriting these coverages. In no event shall such policies be terminated or otherwise allowed to lapse, unless prior to such termination or lapse such policies are replaced by policies that otherwise satisfy the requirements of this Section 5.1. Borrower shall take out be responsible for its own deductibles. Borrower shall also pay for any insurance, or any increase of policy limits, not described in this Agreement that Borrower requires for its own protection or for compliance with government statutes. Borrower’s insurance shall be primary and maintain or cause without contribution from any insurance procured by Lender including, without limitation, any insurance procured by Lender pursuant to be taken out and maintained all risks policies Section 5.1.1(c) hereof. Evidence reasonably satisfactory to Lender of the Policies of insurance in the joint names of the Borrower and the Lender with such insurance company approved by the Lender, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and such policies shall be in such amounts and shall contain such terms and provisions as shall be approved by the Lender and shall and thereafter upon issuance of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to Lender in accordance with the following requirements: (i) Property insurance on the Improvements and retained by the Lender; Personal Property insuring against any peril now or hereafter included within the Borrower shall punctually pay all premia payable classification “All Risk” or “Special Perils,” in respect each case (A) in an amount equal to 100% of the said policies Full Replacement Cost of the Improvements and Personal Property with a Replacement Cost Endorsement and containing no co-insurance provisions; (B) providing for no deductible in excess of $500,000; (C) containing no margin clause unless approved by Lender, and (D) containing Ordinance or Law Coverage, Operation of Building Laws, Demolition Costs and Increased Cost of Construction in an amount reasonably required by Lender or if any of the Improvements or the use of the Property constitute non-conforming structures then in the amount of 100% of the Full Replacement Cost. The Full Replacement Cost shall be determined from time to time by Borrower and approved by Lender in the good faith exercise of its discretion or by an engineer or appraiser in the regular employ of the insurer. The “Full Replacement Cost” shall mean the estimated total cost of construction required to replace the Improvements with a substitute of like utility, and using modern materials and current standards, design and layout. For purposes of calculating Full Replacement Cost direct (hard) costs shall include labor, materials, supervision and contractor’s profit and overhead and indirect (soft) costs shall include fees for architect’s plans and specifications, construction financing costs, permits, sales taxes, insurance and submit to other costs included in the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid Xxxxxxxx Valuation Service published by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;Xxxxxxxx & Swifts.

Insurance Policies. The Borrower shall take out and maintain or cause All insurance policies required to be taken out and maintained all risks policies of insurance carried by Tenant under this Lease shall: (i) be written by companies rated A/IX or better in the joint names most recent edition of "Best's Insurance guide" and authorized to do business in the Borrower state in which the Property is located, and (ii) name any parties designated by Landlord as additional insureds. Any self-insured retention or deductible amounts (the Lender with such "SELF-INSURED AMOUNT") under any insurance company approved policies required hereunder shall be subject to Landlord's prior written approval, which shall not be unreasonably withheld. Tenant shall deliver to Landlord on or before the Delivery Date, and thereafter at least fifteen (15) days before the expiration dates of expiring polices, certified copies of its insurance policies, or a certificate evidencing the same issued by the Lenderinsurer thereunder (or if such policies or certificates are not available at such date, fully insuring Tenant will provide to Landlord appropriate written confirmations or assurance of continued coverage, to be followed by the Property actual policy or certificate when available). Tenant will also provide to Landlord a certificate of insurance, naming Landlord and Tenant as additional insureds, evidencing liability insurance maintained by Tenant's contractor(s), which will be delivered to Landlord prior to the Project Delivery Date, and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and any subsequent construction by Tenant during the lease term) prior to the date on which Tenant commences any other construction work on the Property. If Tenant shall fail to procure such insurance or to deliver such policies shall be in such amounts and shall contain such terms and provisions as shall be approved by the Lender and shall and thereafter upon issuance of the Temporary Occupation Permitor certificates, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement costthen Landlord may, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit to the Lender receipts for such payment, and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without option and in addition to any obligations on its part to do so) have such insurance effected at other remedies provided by this Lease, procure the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender same for the account of Tenant, and Tenant shall pay the Lender and until repayment shall cost thereof to Landlord as additional rent. With respect to any claim, loss or liability that would have been covered by the insurance policies required to be added to FMI FORM 201 (Jan 1992 - REVISED 4/96) RETAIL LEASE AGREEMENT March 22, 1999 maintained by Tenant but which are within the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers self-insured amount, Tenant will be responsible for payment of the self-insured amount on or for such claim, loss or liability on the same basis as the insurance for the said sum may be exercised by the Lender;carrier would have been if Tenant had no self-insured arrangements or deductibles on such insurance policies.

Insurance Policies. The (a) Each Borrower shall take out at all times maintain with insurance companies acceptable to Lender in its reasonable judgment, such insurance coverage as may be required by any law or governmental regulation or court decree or order applicable to it and such other insurance, to such extent and against such hazards and liabilities, including employers’, public and professional liability risks, as is customarily maintained by companies similarly situated, and shall have insured amounts no less than, and deductibles no higher than, are acceptable to Lender in its reasonable judgment. Each Borrower shall furnish to Lender a certificate setting forth in reasonable detail the nature and extent of all insurance maintained by such Borrower, which shall be acceptable in all respects to Lender in its reasonable judgment. Each Borrower shall cause each issuer of an insurance policy to provide Lender with an endorsement (i) showing Lender as lender’s loss payee with respect to each policy of property or casualty insurance covering tangible property, other than the FHA Mortgagee’s Priority Collateral while the HUD Financing is outstanding; and (ii) providing that 30 days’ notice will be given to Lender prior to any cancellation of, material reduction or change in coverage provided by or other material modification to such policy. Each Borrower shall execute and deliver to Lender a collateral assignment, in form and substance satisfactory to Lender, of each business interruption insurance policy maintained by such Borrower. (b) In the event any Borrower either fails to provide Lender with evidence of the insurance coverage required by this Section or at any time hereafter shall fail to obtain or maintain or cause to be taken out and maintained all risks any of the policies of insurance required above, or to pay any premium in the joint names of the Borrower and the Lender with such insurance company approved by the whole or in part relating thereto, then Lender, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature without waiving or releasing any obligation or default by Borrowers hereunder, may at any time (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with respect to property and projects of a similar kind and such policies but shall be in under no obligation to so act), obtain and maintain such amounts and shall contain such terms and provisions as shall be approved by the Lender and shall and thereafter upon issuance of the Temporary Occupation Permit, the Lender shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit to pay such premiums and take any other action with respect thereto, which Lender deems advisable. This insurance coverage (i) may, but need not, protect such Borrower’s interests in such property, including the Lender receipts for such paymentCollateral, and if (ii) may not pay any claim made by, or against, such Borrower in connection with such property, including the Collateral. Such Borrower fails to comply may later cancel any such insurance purchased by Lender, but only after providing Lender with evidence that such Borrower has obtained the insurance coverage required by this Section. If Lender purchases insurance, Borrowers will be responsible for the costs of that insurance, including interest and any other charges that may be imposed with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost placement of the Borrower and all moneys paid by insurance, until the Lender in respect of such insurances shall on demand be repaid to the Lender for the account effective date of the Lender and until repayment shall cancellation or expiration of the insurance. The costs of the insurance may be added to the principal moneys hereby secured and bear interest at amount of the Default Interest Rate and all other statutory powers Loan owing hereunder. The costs of the insurance for the said sum may be exercised by more than the Lender;cost of the insurance Borrowers may be able to obtain on their own.

Insurance Policies. The Borrower Scrubgrass shall take out and maintain not terminate or cause modify coverage under any “occurrence”-based insurance policy (excluding business interruption coverage under any such policy, an “Insurance Policy”) in such a manner as to be taken out and maintained all risks policies of insurance in adversely affect any rights Buzzard may have under such Insurance Policy with respect to the joint names of Assigned Assets for insured losses caused by events, facts, or circumstances occurring prior to the Borrower and Closing Date covered by such policies. 6.3.1 If Buzzard determines at any time after the Lender with Closing Date to make a claim under an Insurance Policy that is permitted under such insurance company approved by the Lender, fully insuring the Property and the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering Buzzard shall notify Scrubgrass of its request to make such claim, setting forth in such notice the period of construction nature of the Project claim and before describing in reasonable detail the issuance basis for and facts and circumstances surrounding the claim. Scrubgrass shall cooperate with Buzzard to make the claim to the insurer and pursue the claim at Buzzard’s reasonable direction and expense (including attorney’s fees and expenses) and Buzzard’s benefit until resolution of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering claim; provided that Scrubgrass shall have all rights to control the full value of Insurance Policies. To the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered with extent that Scrubgrass receives any proceeds from an Insurance Policy in respect to property and projects of a similar kind claim made at the request of Buzzard, Scrubgrass shall promptly transfer such proceeds, to the extent such proceeds relate to losses incurred by Buzzard and not by Scrubgrass or the Project, to Buzzard after deducting any deductible incurred and paid by Scrubgrass pursuant to such policies shall be Insurance Policy in respect of such amounts and shall contain such terms and provisions as shall be approved by claim. If, after the Lender and shall and thereafter upon issuance Closing Date, either Scrubgrass or Buzzard requires any information regarding an Insurance Policy, or any data or other information pertaining to a claim or potential claim in order to evaluate coverage or the merits of the Temporary Occupation Permita claim or to make filings with insurance carriers or claims adjustors or administrators or to administer or otherwise manage a claim, the Lender shall arrange for either a mortgagee interest Scrubgrass or fire insurance as may be decided by the Lender to cover the loan amount or replacement costBuzzard, as the case may be, or each agree to supply such other amount as may information, and shall cause such information to be determined by the Lender in the joint names of the Borrower as the owner and the Lender as mortgageesupplied, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable in respect of the said policies of insurance and submit to the Lender receipts for such paymentother (or its designee(s)), and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender for the account of the Lender and until repayment shall extent such information is in its reasonable control or can be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;reasonably obtained, promptly upon written request therefor.

Insurance Policies. (a) On the Closing Date, the Issuer ------------------ shall enter into the Insurance Agreement, pursuant to which the Policies will be issued for the benefit of the Series 2001-A Noteholders and the Counterparty. (b) Prior to 12:00 noon, New York City time, on the third Business Day preceding each Distribution Date, the Servicer shall determine whether there will be a Deficiency Amount on the following Distribution Date. If the Servicer determines that there will be a Deficiency Amount on the following Distribution Date, the Servicer shall complete the notice in the form set forth as an exhibit to the related Policy (the "Notice") and submit such Notice in accordance with the related Policy to the Insurer no later than 3:00 p.m., New York time, on such Business Day, as a claim for an Insured Obligation in an amount equal to such Deficiency Amount. The Borrower Insurer shall take out and maintain remit or cause to be taken out and maintained all risks policies of insurance remitted to the Trustee such Deficiency Amount in accordance with the joint names terms of the Borrower related Policy. (c) The Indenture Trustee shall (i) receive as attorney-in-fact of the applicable owners an Insured Obligation from the Insurer and (ii) distribute the Lender with same to (a) the Class A Noteholders as provided in subsections 5.2(a) and (b) to the extent that such insurance company approved amounts relate to ------------------ --- Monthly Interest or principal of the Class A Notes, respectively, and (b) the Counterparty or the Servicer to the extent that such amounts relate to Net Swap Payments or Monthly Servicing Fees, respectively. Any and all Insured Obligations disbursed by the Lender, fully insuring Indenture Trustee from claims made under the Property and Policies shall not be considered payment by the Project and all other properties and assets of the Borrower comprised in the Mortgage of the Property and of an insurable nature (including Contractor's All Risks Insurance Policy, Public Liability Insurance and other usual risks covering the period of construction of the Project and before the issuance of the Temporary Occupation Permit including maintenance period) against, inter alia, loss or damage by fire covering the full value of the construction cost and piling, workmen's compensation and public liability and all other risks commonly covered Issuer with respect to property and projects of a similar kind and the Class A Notes or other applicable obligations, nor shall such policies shall be in such amounts and shall contain such terms and provisions as shall be approved by payments discharge the Lender and shall and thereafter upon issuance obligation of the Temporary Occupation PermitIssuer with respect to the Class A Notes or other obligations, and the Lender Insurer shall arrange for either a mortgagee interest or fire insurance as may be decided by the Lender to cover the loan amount or replacement cost, as the case may be, or such other amount as may be determined by the Lender in the joint names of the Borrower as become the owner and of such unpaid amounts due from the Lender as mortgagee, such policies shall contain non-cancellation and standard mortgagee clauses naming as loss payee the Lender and the policies shall be delivered to and retained by the Lender; the Borrower shall punctually pay all premia payable Issuer in respect of Insured Obligations. If on any Distribution Date, the said policies of insurance and submit Indenture Trustee or the Servicer determines that the Insurer has paid more under any Policy than is required by the terms hereof, the Indenture Trustee shall promptly return such excess to the Lender receipts for such payment, Insurer. The Indenture Trustee shall keep a complete and if the Borrower fails to comply with the provisions of this sub-clause the Lender may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost accurate record of the Borrower amount of the Insured Obligations paid. The Insurer shall have the right to inspect such record during normal business hours upon prior notice to the Indenture Trustee. (d) So long as no Control Transfer Event shall have occurred and be continuing, the Insurer shall be deemed to be the sole Holder of the Series 2001-A Notes for the purpose of exercising voting rights and the giving of any consents, approvals, instructions, directions, declarations and notices relating to the Series 2001-A Notes. However, for any amendment or waiver requiring the consent of all affected Noteholders, the consent of the Insurer and all moneys paid by the Lender in respect of such insurances shall on demand affected Noteholders will be repaid to the Lender for the account of the Lender and until repayment shall be added to the principal moneys hereby secured and bear interest at the Default Interest Rate and all other statutory powers of the insurance for the said sum may be exercised by the Lender;required.