Common use of Maintenance of Insurance Policies Clause in Contracts

Maintenance of Insurance Policies. (a) Project Company shall obtain and maintain from and after Financial Close and throughout the term of this Agreement the policies of insurance set forth in the minimum coverage amounts (or if not set forth, on terms and conditions, including sub-limits, deductibles and exclusions that are obtained by independent power generators of comparable size, technology and location) and during the periods, provided, however, that such minimum amounts may be changed from time to time with the written consent of GPA, which consent may not be unreasonably withheld or delayed. In addition to the foregoing, the Project Company may obtain any additional coverage required by the Lenders or the Laws of Guam, or deemed necessary by Project Company. Project Company shall not be in breach of its obligations hereunder if and to the extent that any particular insurance policy, or amount of coverage or any particular term of policy is not or ceases to be available on commercially reasonable terms for reasons other than any negligence or default by, or the deterioration of the financial condition of Project Company from the date of execution of this Agreement. (b) In the event that any particular insurance policy or amount of coverage required to be maintained hereunder ceases to be available on commercially reasonable terms for reasons other than any negligence or default by, or the deterioration of the financial condition of Project Company from the date of this Agreement, Project Company shall notify GPA of such occurrence promptly upon becoming aware of it, and GPA shall have the option to procure such particular policy or amount of coverage and to require Project Company to reimburse it for the cost thereof up to an amount not exceeding the premium paid by Project Company immediately prior to such insurance becoming unavailable on commercially reasonable terms (provided that the terms of such policy and the insurers and reinsurers providing it are otherwise substantially the same as those of the policy that it replaces).

Maintenance of Insurance Policies. (a) Project Company 7.1.1 Subject to the provisions of this Clause 7, the Concessionaire, at its sole cost and expense, shall obtain and maintain maintain, or cause to be obtained and maintained, from and after Financial Close and throughout the term Effective Date (or, upon agreement of this Agreement the Government, such date of commencement of the EPC Works) the policies of insurance set forth on Error! Reference source not found. in the minimum coverage amounts (or if not set forth, on terms and conditions, including sub-limits, deductibles and exclusions that are obtained by independent power generators of comparable size, technology and location) forth in this Agreement and during the periodsperiods specified in this Agreement, with financially sound insurer(s) satisfactory to the Government; provided, however, that such minimum amounts may be changed from time to time with the written prior consent of GPAthe Government; and provided, which consent may not be unreasonably withheld or delayed. In addition to further, that the foregoing, the Project Company may obtain any additional coverage required by the Lenders or the Laws of Guam, or deemed necessary by Project Company. Project Company Concessionaire shall not be in breach of its obligations hereunder if and to the extent that (i) any particular insurance policy, or amount of coverage or any particular term of policy is not or ceases available to be available on it under commercially reasonable terms and for commercially reasonable rates for reasons other than any negligence or default by, or condition (financial or otherwise) of, the deterioration of Concessionaire or (ii) the financial condition of Project Company from the date of execution of Concessionaire is unable to obtain (having exercised all reasonable efforts) any endorsements or written acknowledgements required under this Agreement. (b) In 7.1.2 To the event extent that any particular the insurance policy or amount of coverage required under Clause 7.1.1 is available to be maintained hereunder ceases to be available on the Concessionaire but not at commercially reasonable terms for reasons rates due to the occurrence of a MPFME or such other than any negligence event or default byoccurrence that, had it affected the Concessionaire directly, would have been a MPFME, then, upon receipt of notice by the Government or the deterioration Power Purchaser from the Concessionaire, the additional cost of such insurance attributable to the occurrence of such MPFME or other event, as determined by an Expert in accordance with the provisions of Clause 15.2, shall be recoverable by the Concessionaire from the Power Purchaser and treated as a Pass-Through Item under the Power Purchase Agreement, unless the Government, or, with the approval of the financial condition of Project Company from Government, the date of this Agreement, Project Company shall notify GPA of such occurrence promptly upon becoming aware of it, and GPA shall have the option Power Purchaser elects to procure such particular policy insurance on behalf of the Concessionaire with insurers of a rating not less than the Concessionaire’s existing insurer(s) or the insurers with whom such insurance was procured by the Concessionaire prior to the occurrence of the MPFME and deduct the insurance cost component of the then prevailing Capacity Payments. The Government or Power Purchaser, as the case may be, shall, within fifteen (15) Business Days of procuring such insurance, provide to the Concessionaire receipts for the payment of premia and copies of the certificates of insurance or policies of insurance obtained by the Government or Power Purchaser, as the case may be, and the Concessionaire shall provide such information together with details of such insurance cost component as the Government or Power Purchaser, as the case may be, may require to verify the amount of coverage and to require Project Company to reimburse it for the cost thereof up to such deduction. The Concessionaire shall be named as an amount not exceeding the premium paid by Project Company immediately prior to such additional insured in any insurance becoming unavailable on commercially reasonable terms (provided that the terms of such policy and the insurers and reinsurers providing it are otherwise substantially the same as those of the policy that it replaces).so procured under this Clause

Maintenance of Insurance Policies. (a) Project Company shall obtain and maintain from and after Financial Close and throughout the term of this Agreement the policies of insurance set forth in the minimum coverage amounts (or if not set forth, on terms and conditions, including sub-limits, deductibles and exclusions that are obtained by independent power generators of comparable size, technology and location) and during the periods, provided, however, that such minimum amounts may be changed from time to time with the written consent of GPA, which consent may not be unreasonably withheld or delayed. In addition to the foregoing, the Project Company may obtain any additional coverage required by the Lenders or the Laws of Guam, or deemed necessary by Project Company. Project Company shall not be in breach of its obligations hereunder if and to the extent that any particular insurance policy, or amount of coverage or any particular term of policy is not or ceases to be available on commercially reasonable terms for reasons other than any negligence or default by, or the deterioration of the financial condition of Project Company from the date of execution of this Agreement. (b) . In the event that any particular insurance policy or amount of coverage required to be maintained hereunder ceases to be available on commercially reasonable terms for reasons other than any negligence or default by, or the deterioration of the financial condition of Project Company from the date of this Agreement, Project Company shall notify GPA of such occurrence promptly upon becoming aware of it, and GPA shall have the option to procure such particular policy or amount of coverage and to require Project Company to reimburse it for the cost thereof up to an amount not exceeding the premium paid by Project Company immediately prior to such insurance becoming unavailable on commercially reasonable terms (provided that the terms of such policy and the insurers and reinsurers providing it are otherwise substantially the same as those of the policy that it replaces).. Cargo transportation insurance (imports and re-exported items): This insurance shall cover all materials, equipments, machineries, spares and other items for incorporation into the Facility against all risks of physical loss or damage while in transit by sea and\or air and/or by land conveyance and/or sending by post from the country of origin anywhere in the world to the site, or vice versa, from the time the insured items leave the warehouse or the factory and\or place of storage for shipment to the site (final destination named in the policy), plus war, strikes, riot and civil commotions in accordance with the provisions of institute cargo clause "A", war, strikes, and civil commotions or land transit "All Risks clause". Coverage shall be in an amount equal to the cost, freight and all other expenses and fees. In the alternative, Project Company may satisfy its obligations hereunder by requiring the vendor of such items to insure them in the manner specified herein, provided the vendor names Project Company and the other parties and first provides Project Company with evidence of such insurance, a copy of which shall be provided to GPA upon request. Name of insureds include Project Company, GPA and all other concerned parties. Delay in start up following cargo transport insurance: This insurance shall cover debt service and fixed costs incurred following delays in reaching the Required Commercial Operation Date as a direct result of physical loss or damage to the materials, equipments, machineries and other items in transit by sea and/or air and/or by motor truck to the site to the extent covered under the cargo transport insurance. This insurance shall indicate indemnity period not less than one calendar year as from the date of the occurrence of the risk covered under the transport policy. Contractors all risks policy (C.A.R. Policy): This insurance shall cover all permanent and temporary works at the site in the course of execution, including machinery and equipment for incorporation in the Facility, against all risks of physical loss or damage (other than nuclear risk, penalties, consequential losses, cash, vehicles, vessels and aircraft) and shall include cover for loss or damage caused by faulty design, defective workmanship and defective material. Coverage shall be not less than the probable maximum loss value of the items covered. Coverage also shall include equipment, machinery used by the concerned parties plus removal of debris, and third party liability plus cross liability during the period of construction plus one calendar year maintenance period. Delay in start up following C.A.R. incidents: This insurance shall cover debt service and fixed operation and maintenance costs incurred following delays in reaching the Required Commercial Operation Date as a direct result of physical loss or damage to the works to the extent that such loss or damage is covered under the C.A.R. policy. Professional indemnity policy: This policy, which the Project Company shall have the option to obtain and maintain if it considers it necessary taking into account the financial standing of the Construction Contractor, covers any loss or damage due to negligence, error, mistakes, faults and/or defaults or any other risks cover under P.I. policy which occurred during the period of construction or erection. This policy shall include a sum insured equal to the said losses and/or damage. Properties insurance: Subject to all risks policy to cover buildings, structures, fittings, equipments, machineries, appliances and/or other items. This insurance to cover the said properties against: Fire and other allied perils plus debt service and fixed operation and maintenance costs due to fire and/or other allied perils. To cover the physical loss or damage due to sudden and unforeseen cause. This policy shall include the machinery breakdown perils subject to Munich-Re specimen or similar policy wording and also to cover debt service and fixed operation and maintenance costs due to machinery breakdown. Note: Coverage shall be not less than the probable maximum loss value of the items covered. Indemnity period for debt service and fixed operation and maintenance costs due to fire or due to machinery breakdown is not less than one calendar year as from the date of occurrence of the original risk. Workmen's compensations policy for all workers and employees in accordance with the provisions of Guam labour law. Employer's liability towards temporary workers and other employees. Motor insurance policy (comprehensive cover) to include third party liability plus the cars and all vehicles and spares and appliances. Public liability insurance policy to cover any legal liability (bodily injuries and damages to property). Such policy should be sufficient to cover, at a minimum, US$ [ ] for any one occurrence and in aggregate US$ [ ] for bodily injuries and US$ [ ] for property damages. LIABILITY AND INDEMNIFICATION

Maintenance of Insurance Policies. (a) Project Company 7.1.1 Subject to the provisions of this Clause 7, the Concessionaire, at its sole cost and expense, shall obtain and maintain maintain, or cause to be obtained and maintained, from and after Financial Close and throughout the term Effective Date (or, upon agreement of this Agreement the Government, such date of commencement of the EPC Works) the policies of insurance set forth on Schedule 10 in the minimum coverage amounts (or if not set forth, on terms and conditions, including sub-limits, deductibles and exclusions that are obtained by independent power generators of comparable size, technology and location) forth in this Agreement and during the periodsperiods specified in this Agreement, with financially sound insurer(s) satisfactory to the Government; provided, however, that such minimum amounts may be changed from time to time with the written prior consent of GPAthe Government; and provided, which consent may not be unreasonably withheld or delayed. In addition to further, that the foregoing, the Project Company may obtain any additional coverage required by the Lenders or the Laws of Guam, or deemed necessary by Project Company. Project Company Concessionaire shall not be in breach of its obligations hereunder if and to the extent that (i) any particular insurance policy, or amount of coverage or any particular term of policy is not or ceases available to be available on it under commercially reasonable terms and for commercially reasonable rates for reasons other than any negligence or default by, or condition (financial or otherwise) of, the deterioration of Concessionaire or (ii) the financial condition of Project Company from the date of execution of Concessionaire is unable to obtain (having exercised all reasonable efforts) any endorsements or written acknowledgements required under this Agreement. (b) In 7.1.2 To the event extent that any particular the insurance policy or amount of coverage required under Clause 7.1.1 is available to be maintained hereunder ceases to be available on the Concessionaire but not at commercially reasonable terms for reasons rates due to the occurrence of a MPFME or such other than any negligence event or default byoccurrence that, had it affected the Concessionaire directly, would have been a MPFME, then, upon receipt of notice by the Government or the deterioration Power Purchaser from the Concessionaire, the additional cost of such insurance attributable to the occurrence of such MPFME or other event, as determined by an Expert in accordance with the provisions of Clause 15.2, shall be recoverable by the Concessionaire from the Power Purchaser and treated as a Pass-Through Item under the Power Purchase Agreement, unless the Government, or, with the approval of the financial condition of Project Company from Government, the date of this Agreement, Project Company shall notify GPA of such occurrence promptly upon becoming aware of it, and GPA shall have the option Power Purchaser elects to procure such particular policy insurance on behalf of the Concessionaire with insurers of a rating not less than the Concessionaire’s existing insurer(s) or the insurers with whom such insurance was procured by the Concessionaire prior to the occurrence of the MPFME and deduct the insurance cost component of the then prevailing Capacity Payments. The Government or Power Purchaser, as the case may be, shall, within fifteen (15) Business Days of procuring such insurance, provide to the Concessionaire receipts for the payment of premia and copies of the certificates of insurance or policies of insurance obtained by the Government or Power Purchaser, as the case may be, and the Concessionaire shall provide such information together with details of such insurance cost component as the Government or Power Purchaser, as the case may be, may require to verify the amount of coverage and to require Project Company to reimburse it for the cost thereof up to such deduction. The Concessionaire shall be named as an amount not exceeding the premium paid by Project Company immediately prior to such additional insured in any insurance becoming unavailable on commercially reasonable terms (provided that the terms of such policy and the insurers and reinsurers providing it are otherwise substantially the same as those of the policy that it replaces).so procured under this Clause

Maintenance of Insurance Policies. (a) Project Company shall obtain and maintain from On and after Financial Close and throughout the term date hereof (including after the Closing Date), Seller shall not unreasonably take or fail to take any action if such action or inaction, as the case may be, would adversely affect the applicability of this Agreement any insurance in effect on the policies date hereof that covers all or any part of insurance set forth in the minimum coverage amounts (Transferred Assets or if not set forth, on terms and conditions, including sub-limits, deductibles and exclusions that are obtained by independent power generators of comparable size, technology and location) and during the periods, provided, however, that such minimum amounts may be changed from time to time with the written consent of GPA, which consent may not be unreasonably withheld or delayedBusiness. In addition to Notwithstanding the foregoing, the Project Company may obtain any additional coverage required by the Lenders or the Laws of Guam, or deemed necessary by Project Company. Project Company Seller shall not be in breach have any obligation to make any monetary payment to maintain the effectiveness of its obligations hereunder if and to any such Insurance Policy after the extent that any particular insurance policy, or amount of coverage or any particular term of policy is not or ceases to be available on commercially reasonable terms for reasons other than any negligence or default by, or the deterioration of the financial condition of Project Company from the date of execution of this AgreementClosing Date. (b) In the event that any particular insurance policy Seller shall take or amount of coverage required cause to be maintained hereunder ceases taken all reasonable actions within its power to cause Newco to be available on commercially reasonable terms for reasons other than any negligence the direct or default byindirect bene- ficiary of, or otherwise gain the deterioration of the financial condition of Project Company from the date of this Agreementbenefit of, Project Company shall notify GPA of such occurrence promptly upon becoming aware of it, and GPA shall have the option to procure such particular policy or amount of coverage and to require Project Company to reimburse it for the cost thereof up to an amount not exceeding the premium paid by Project Company immediately prior any occurrence-based Insurance Policies known to such insurance becoming unavailable on commercially reasonable terms Seller, including, but not limited to, the following: (provided that i) Seller shall, to the extent permissible by Applicable Law and the terms of the Insurance Policies, take all reasonable actions (but without any additional costs and expenses) necessary to assign the occurrence-based Seller Insurance Policies to Newco on or before the Closing Date, subject to the provisions of this Section 5.04; and (ii) with respect to any occurrence-based Insurance Policy issued in the name of any entity other than Seller or insuring any entity other than Seller and any occurrence-based Seller Insurance Policy that is not assignable to Newco as provided herein, Seller shall take reasonable efforts (but without any additional costs and expenses) to (A) retain and maintain, including after the Closing Date, such policy occurrence-based Insurance Policy as it applies to occurrences prior to the Closing Date, (B) from time to time and at Newco's request and Newco's expense, Seller shall submit claims and aggressively pursue the insurers benefits under such occurrence-based Insurance Policy with respect to occurrences arising prior to the Closing Date and reinsurers providing it are otherwise substantially (C) promptly apply any amounts recovered from any such Insurance Policy to pay such claims and any costs incurred in defending the same as those same, and, to the extent such claim has been asserted against Newco, to indemnify Newco in connection with any and all Damages actually incurred by Newco in connection with such claim, to the extent of the policy proceeds of the Insurance Policy remaining after payment of such claims and costs. (c) With respect to any Damages incurred by Newco or the Business as a result of an action, suit, hearing, arbitration, proceeding (public or private) or governmental investigation arising from or connected to the operation of the Business, Seller or the Transferred Assets prior to the Closing, such Damages shall be deemed reduced for purposes of Article IX hereof to the extent that it replaces)amounts are paid to Newco in connection therewith from any Insurance Policy. (d) With respect to any Damages incurred by Seller as a result of an action, suit, hearing, arbitration, proceeding (public or private) or governmental investigation arising from or connected to the operation of the Business or the Transferred Assets prior to the Closing, Seller shall be considered to be a joint beneficiary of any Seller Insurance Policy that has been assigned to Newco covering such Damages to the extent any such Seller Insurance Policy entitles Seller to be a direct or an indirect beneficiary thereof.

Maintenance of Insurance Policies. (a) Project Company Subject to the provisions of this Article XII, the Seller, at its sole cost and expense, shall obtain and maintain from maintain, or cause to be obtained and after Financial Close and throughout maintained, during the term of this Agreement Term the policies of insurance set forth in Schedule 8 in the minimum coverage amounts (or if not set forth, on terms and conditions, including sub-limits, deductibles and exclusions that are obtained by independent power generators of comparable size, technology and location) forth therein and during the periodsperiods mentioned therein, with financially sound insurer(s); provided, however, that such minimum amounts may be changed by the Seller from time to time with the prior written consent of GPAthe Purchaser; provided, which consent may not be unreasonably withheld or delayed. In addition to further, that the foregoing, the Project Company may obtain any additional coverage required by the Lenders or the Laws of Guam, or deemed necessary by Project Company. Project Company Seller shall not be in breach of its obligations hereunder if and to the extent that (i) any particular insurance policy, or amount of coverage or any particular term of policy is not or ceases available to be available on it under commercially reasonable terms and for commercially reasonable rates for reasons other than any negligence or default by, or condition (financial or otherwise) of, the deterioration of Seller or (ii) the financial condition of Project Company from the date of execution of Seller is unable to obtain (having exercised all reasonable efforts) any endorsements or written acknowledgements required under this Agreement. (b) In Following a Pakistan Political Event to the event extent that any particular the insurance policy or amount of coverage required by Section 12.1(a) above is not available to be maintained hereunder ceases to be available on the Seller at commercially reasonable terms for reasons other rates due to the occurrence of the Pakistan Political Event, upon notice to the Purchaser by the Seller, the additional cost of such insurance attributable to the occurrence of the Pakistan Political Event (that, in case of a dispute, may be determined by an Expert in conformity with the provisions of Section 18.2), shall be recoverable by the Seller from the Purchaser and treated as a Pass-Through Item. In such an event, in lieu of making such payment to the Seller, the Purchaser in its sole discretion may elect to procure the insurance required by Section 12.1(a) on behalf of the Seller with insurers of a rating not less than any negligence or default by, the Seller’s existing insurers or the deterioration insurers with whom such insurance was procured by the Seller prior to the occurrence of the financial condition Pakistan Political Event and deduct the insurance cost component of Project Company from the date then prevailing Energy Price as full compensation therefor; provided, that the Purchaser shall, within fifteen (15) Business Days of this Agreementprocuring such insurance, Project Company shall notify GPA of such occurrence promptly upon becoming aware of it, and GPA shall have provide to the option to procure such particular policy or amount of coverage and to require Project Company to reimburse it Seller receipts for the cost thereof up payment of premia and copies of the certificates of insurance or policies, if available, of insurance obtained by the Purchaser. The Seller and the Lenders shall be named as an additional insured. The Seller shall be named as the loss payee (subject to an amount not exceeding any assignment of insurance proceeds to the premium paid by Project Company immediately prior to Lenders) on any such insurance becoming unavailable on commercially reasonable terms (procured by the Purchaser pursuant to this Section 12.1(b). The additional compensation provided that under this Section 12.1(b) and any such deduction shall cease as soon as the terms of such policy and Seller’s insurance rates are no longer affected by the insurers and reinsurers providing it are otherwise substantially Pakistan Political Event. From time to time, at the same as those request of the policy that it replaces)Purchaser or the Seller, the Expert acting in conformity with the provisions of Article XVIII will determine the extent to which the Seller’s insurance rates are then affected by the Pakistan Political Event.

Maintenance of Insurance Policies. (a) Project Company The Special Servicer (only with respect to Specially Serviced Mortgage Loans and REO Properties) or the Servicer (with respect to Performing Mortgage Loans) shall use efforts consistent with the Servicing Standard to cause the related Obligor of each such Mortgage Loan to maintain for each such Mortgage Loan such insurance as is required to be maintained pursuant to the related Asset Documents. If the related Obligor fails to maintain such insurance, the Servicer or the Special Servicer, as applicable, shall notify the Issuer of such breach, and shall, to the extent available at commercially reasonable rates and that the Issuer has an insurable interest, cause such insurance to be maintained. To the extent provided in the applicable Asset Documents, all such policies shall be endorsed with standard mortgagee clauses (if applicable) with loss payable to the Issuer, and shall be in an amount sufficient to avoid the application of any co-insurance clause. The costs of maintaining the insurance policies which the Servicer or the Special Servicer, as the case may be, is required to maintain pursuant to this Section shall be a Servicing Expense or, if the amount in the Collection Account is insufficient to pay such costs, such costs shall be paid by the Advancing Agent as a Servicing Advance. (b) The Servicer or the Special Servicer, as the case may be, may fulfill its obligation to maintain insurance, as provided in Section 3.05(a), through a master force placed insurance policy with a Qualified Insurer, the cost of which shall be a Servicing Expense or, if the amount in the Collection Account is insufficient to pay such costs, such costs shall be paid by the Advancing Agent as a Servicing Advance; provided that such cost is limited to the incremental cost of such policy allocable to such Mortgaged Property or REO Property (i.e., other than any minimum or standby premium payable for such policy whether or not such Mortgaged Property or REO Property is then covered thereby, which shall be paid by the Advancing Agent at the direction of the Special Servicer, the Servicer or the Special Servicer, as the case may be). Such master force placed insurance policy may contain a deductible clause, in which case the Advancing Agent, the Servicer or the Special Servicer shall, in the event that there shall not have been maintained on the related Mortgaged Property or REO Property a policy otherwise complying with the provisions of Section 3.05(a), and there shall have been one or more losses which would have been covered by such a policy had it been maintained, immediately deposit into the related Account from its own funds the amount not otherwise payable under the master force placed insurance policy because of such deductible to the extent that such deductible exceeds the deductible limitation required under the related Asset Documents, or, in the absence of such deductible limitation, the deductible limitation which is consistent with the Servicing Standard. (c) Each of the Servicer and the Special Servicer shall obtain and maintain from at its own expense, and after Financial Close keep in full force and effect, or be covered by, throughout the term of this Agreement Agreement, a blanket fidelity bond and an errors and omissions insurance policy covering the policies of insurance set forth in the minimum coverage amounts (or if not set forth, on terms and conditions, including sub-limits, deductibles and exclusions that are obtained by independent power generators of comparable size, technology and location) and during the periods, provided, however, that such minimum amounts may be changed from time to time with the written consent of GPA, which consent may not be unreasonably withheld or delayed. In addition to the foregoing, the Project Company may obtain any additional coverage required by the Lenders Servicer’s or the Laws of GuamSpecial Servicer’s, or deemed necessary by Project Companyas applicable, directors, officers and employees, in connection with its activities under this Agreement. Project Company shall not be in breach of its obligations hereunder if The form and to the extent that any particular insurance policy, or amount of coverage or any particular term of policy is not or ceases to shall be available on commercially reasonable terms for reasons other than any negligence or default by, or consistent with the deterioration of the financial condition of Project Company from the date of execution of this Agreement. (b) Servicing Standard. In the event that any particular insurance such bond or policy or amount of coverage required to be maintained hereunder ceases to be available on commercially reasonable terms for reasons other than any negligence or default byin effect, the Servicer or the deterioration Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Any fidelity bond and errors and omissions insurance policy required under this Section 3.05(c) shall be obtained from a Qualified Insurer. Notwithstanding the foregoing, so long as the unsecured obligations or deposits of the financial condition Servicer or Special Servicer (or their respective corporate parent), as applicable, have been rated at least “A3” by Xxxxx’x, the Servicer or the Special Servicer, as applicable, shall be entitled to provide self-insurance directly or through its parent (so long as such parent is obligated to pay the related claims), as applicable, with respect to its obligation to maintain a blanket fidelity bond and an errors and omissions insurance policy. No provision of Project Company this Section requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or Special Servicer, as applicable, from its duties and obligations as set forth in this Agreement. The Servicer and Special Servicer, as applicable, shall deliver or cause to be delivered to the Trustee and the Note Administrator, upon request, a certificate of insurance from the date of this Agreement, Project Company shall notify GPA of such occurrence promptly upon becoming aware of it, surety and GPA shall have the option to procure such particular policy or amount of coverage and to require Project Company to reimburse it for the cost thereof up to an amount not exceeding the premium paid by Project Company immediately prior to insurer certifying that such insurance becoming unavailable on commercially reasonable terms (provided that the terms of such policy is in full force and the insurers and reinsurers providing it are otherwise substantially the same as those of the policy that it replaces)effect.

Maintenance of Insurance Policies. (a) Project Company Subject to the provisions of this Article XII, the Seller, at its sole cost and expense, shall obtain and maintain from maintain, or cause to be obtained and after Financial Close and throughout maintained, during the term of this Agreement Term the policies of insurance set forth in Schedule 8 in the minimum coverage amounts (or if not set forth, on terms and conditions, including sub-limits, deductibles and exclusions that are obtained by independent power generators of comparable size, technology and location) forth therein and during the periodsperiods mentioned therein, with financially sound insurer(s); provided, however, that such minimum amounts may be changed by the Seller from time to time with the prior written consent of GPAthe Purchaser; provided, which consent may not be unreasonably withheld or delayed. In addition to further, that the foregoing, the Project Company may obtain any additional coverage required by the Lenders or the Laws of Guam, or deemed necessary by Project Company. Project Company Seller shall not be in breach of its obligations hereunder if and to the extent that that (i) any particular insurance policy, or amount of coverage or any particular term of policy is not or ceases available to be available on it under commercially reasonable terms and for commercially reasonable rates for reasons other than any negligence or default by, or condition (financial or otherwise) of, the deterioration of Seller or; (ii) the financial condition of Project Company from the date of execution of Seller is unable to obtain (having exercised all reasonable efforts) any endorsements or written acknowledgements required under this Agreement. (b) In Following a Pakistan Political Event to the event extent that any particular the insurance policy or amount of coverage required by Section 12.1(a) above is not available to be maintained hereunder ceases to be available on the Seller at commercially reasonable terms for reasons other rates due to the occurrence of the Pakistan Political Event, upon notice to the Purchaser by the Seller, the additional cost of such insurance attributable to the occurrence of the Pakistan Political Event (that, in case of a dispute, may be determined by an Expert in conformity with the provisions of Section 18.2), shall be recoverable by the Seller from the Purchaser and treated as a Pass-Through Item. In such an event, in lieu of making such payment to the Seller, the Purchaser in its sole discretion may elect to procure the insurance required by Section 12.1(a) on behalf of the Seller with insurers of a rating not less than any negligence or default by, the Seller's existing insurers or the deterioration insurers with whom such insurance was procured by the Seller prior to the occurrence of the financial condition of Project Company Pakistan Political Event and deduct the insurance cost for such insurance from the date Insurance Component of this Agreementthe then prevailing Energy Price as full compensation therefor; provided, Project Company shall notify GPA that the Purchaser shall, within fifteen (15) Business Days of procuring such occurrence promptly upon becoming aware of itinsurance, and GPA shall have provide to the option to procure such particular policy or amount of coverage and to require Project Company to reimburse it Seller receipts for the cost thereof up payment of premiums and copies of the certificates of insurance or policies, if available, of insurance obtained by the Purchaser. The Seller and the Lenders shall be named as an additional insured. The Seller shall be named as the loss payee (subject to an amount not exceeding any assignment of insurance proceeds to the premium paid by Project Company immediately prior to Lenders) on any such insurance becoming unavailable on commercially reasonable terms (procured by the Purchaser pursuant to this Section 12.1(b). The additional compensation provided that under this Section 12.1(b) and any such deduction shall cease as soon as the terms of such policy and Seller’s insurance rates are no longer affected by the insurers and reinsurers providing it are otherwise substantially Pakistan Political Event. From time to time, at the same as those request of the policy that it replaces)Purchaser or the Seller, the Expert will determine the extent to which the Seller’s insurance rates are then affected by the Pakistan Political Event.

Maintenance of Insurance Policies. (a) Project Company Other than with respect to Third Party Serviced Loans, the Servicer shall use its best efforts to cause each Obligor required to do so pursuant to the related Underlying Instruments to maintain in respect of the related Mortgaged Property all insurance coverage as is required under the related Mortgage; provided that if any Mortgage permits the holder thereof to dictate to the Obligor the insurance coverage to be maintained on such Mortgaged Property, the Servicer shall impose such insurance requirements as are consistent with the Servicing Standard and the Credit and Collection Policy. If an Obligor fails to maintain such insurance, the Servicer shall (to the extent available at commercially reasonable terms as reasonably determined by the Servicer, which shall be entitled to rely on an opinion of counsel or insurance consultants in making such determination) obtain such insurance (which may be through a master or single interest policy) and maintain from the cost (including any deductible relating to such insurance and after Financial Close and throughout any out-of-pocket cost incurred by the term Servicer in obtaining advice of this Agreement the policies counsel or insurance consultants) of such insurance set forth (or in the minimum coverage amounts case of a master or single interest policy, the incremental cost (or if not set forth, on terms and conditions, including sub-limits, deductibles and exclusions that are obtained by independent power generators any deductible relating to such insurance) of comparable size, technology and location) and during the periods, provided, however, that such minimum amounts may be changed from time to time with the written consent of GPA, which consent may not be unreasonably withheld or delayed. In addition insurance relating to the foregoingspecific Mortgaged Property), shall be a Servicer Advance and shall be reimbursable to the Project Company may obtain any additional coverage required by Servicer in accordance with Section 2.10 and Section 2.11; provided that the Lenders or the Laws of Guam, or deemed necessary by Project Company. Project Company Servicer shall not be required to incur any such cost if such Servicer Advance would constitute a Nonrecoverable Advance. The Servicer shall also cause to be maintained for each REO Property (to the extent available at commercially reasonable terms) no less insurance coverage than was previously required of the Obligor under the related Mortgage or as is consistent with the Servicing Standard and the Credit and Collection Policy. (b) If at any time a Mortgaged Property is located in breach an area identified in the Flood Hazard Boundary Map or Flood Insurance Rate Map issued by the Federal Emergency Management Agency as having special flood hazards or it becomes located in such area by virtue of its obligations hereunder remapping conducted by such agency (and flood insurance has been made available), the Servicer shall, if and to the extent that any particular the Loan requires the Obligor or permits the mortgagee to require the Obligor to do so, use its best efforts to cause the related Obligor to maintain a flood insurance policy, or policy meeting the requirements of the current guideline of the Federal Insurance Administration in the maximum amount of insurance coverage or any particular term available under the National Flood Insurance Act of policy is not or ceases to be available on commercially reasonable terms for reasons other than any negligence or default by1968, the Flood Disaster Protection Act of 1973 or the deterioration National Flood Insurance Reform Act of 1994, as amended, unless otherwise specified by the related Loan. If (i) the Obligor is required by the terms of the financial condition Loan to maintain such insurance (or becomes obligated by virtue of Project Company from the date related Mortgaged Property becoming located in such area by virtue of execution such remapping) or (ii) the terms of this Agreementthe Loan permit the mortgagee to require the Obligor to obtain such insurance, the Servicer shall promptly notify the Obligor of its obligation to obtain such insurance. If the Obligor fails to obtain such flood insurance within 120 days of such notification, the Servicer shall obtain such insurance, the cost of which shall be a Servicer Advance and shall be reimbursable to the Servicer in accordance with Section 2.10 and Section 2.11; provided that the Servicer shall not be required to incur any such cost if such Servicer Advance would constitute a Nonrecoverable Advance. (bc) In All Insurance Policies maintained by the event that any particular Servicer shall (i) contain “standard” mortgagee clause, with loss payable to the Servicer on behalf of the Secured Parties (in the case of insurance policy or amount maintained in respect of coverage required to be maintained hereunder ceases to be available on commercially reasonable terms for reasons Loans other than any negligence or default byREO Properties), or (ii) be in the deterioration name of the financial condition Servicer on behalf of Project Company from the date Secured Parties in the case of this Agreementinsurance maintained in respect of REO Properties, Project Company shall notify GPA of such occurrence promptly upon becoming aware of it, and GPA shall have the option to procure such particular policy or amount of (iii) include coverage and to require Project Company to reimburse it for the cost thereof up to in an amount not exceeding less than the premium paid lesser of (x) the full replacement cost of the improvements securing the Mortgaged Property or the REO Property, as applicable, or (y) the outstanding principal balance owing on the related Loan or REO Loan, as applicable, and in any event, the amount necessary to avoid the operation of any co-insurance provisions, (iv) include a replacement cost endorsement providing no deduction for depreciation (unless such endorsement is not permitted under the related Loan documents), (v) be noncancellable without 30 days’ prior written notice to the insured party (except in the case of nonpayment, in which case such policy shall not be cancelled without 10 days prior notice) and (vi) be issued by Project Company immediately prior a Qualified Insurer authorized under applicable law to issue such Insurance Policies. Any amounts collected by the Servicer under any such policies (other than amounts to be applied to the restoration or repair of the related Mortgaged Property or REO Property or amounts to be released to the related Obligor, in each case in accordance with Applicable Law, the terms of the related Underlying Instruments and the Servicing Standard) shall be deposited in the Collection Account. Any cost incurred by the Servicer in maintaining any such insurance becoming unavailable on commercially reasonable terms (provided shall not, for purposes hereof, be added to the outstanding principal balance of the related Loan, notwithstanding that the terms of such Loan so permit, but shall be reimbursable by the Servicer as a Servicer Advance in accordance with Section 2.10 and Section 2.11. (d) If the Servicer obtains and maintains with a Qualified Insurer a blanket policy and the insurers and reinsurers providing it are otherwise substantially the same as those insuring against hazard losses on all of the Mortgaged Properties and/or REO Properties for which it is responsible to cause the maintenance of insurance hereunder, then, to the extent such policy provides protection equivalent to the individual policies otherwise required, the Servicer, shall conclusively be deemed to have satisfied its obligation to cause hazard insurance to be maintained on such Mortgaged Properties and/or REO Properties. Such policy may contain a deductible clause (not in excess of a customary amount), in which case the Servicer shall, if there shall not have been maintained on a Mortgaged Property or an REO Property a hazard insurance policy complying with the requirements of this Section 6.7, and there shall have been one or more losses which would have been covered by such policy, promptly deposit into the Collection Account from its own funds the amount not otherwise payable under the blanket policy because of such deductible clause to the extent that any such deductible exceeds the deductible limitation that pertained to the related Loan, or, in the absence of any such deductible limitation, the deductible limitation which is consistent with the Servicing Standard. The Servicer agrees to prepare and present, on behalf of itself and on behalf of the Trustee for the benefit of the Secured Parties, claims under any such blanket policy maintained by it replaces)in a timely fashion in accordance with the terms of such policy. (e) If the Servicer causes any Mortgaged Property or REO Property to be covered by a master force placed insurance policy issued by a Qualified Insurer, which provides protection equivalent to the individual policies otherwise required, the Servicer shall conclusively be deemed to have satisfied its obligations to cause hazard insurance to be maintained on such Mortgaged Properties and/or REO Properties. Such policy may contain a deductible clause, in which case the Servicer shall, in the event that (i) there shall not have been maintained on the related Mortgaged Property or REO Property a policy otherwise complying with the provisions of this Section 6.7, and (ii) there shall have been one or more losses which would have been covered by such a policy had it been maintained, deposit into the Collection Account from its own funds the amount not otherwise payable under such policy because of such deductible to the extent that any such deductible exceeds the deductible limitation that pertained to the related Loan, or, in the absence of any such deductible limitation, the deductible limitation which is consistent with the Servicing Standard. The Servicer agrees to prepare and present, on behalf of itself and on behalf of the Trustee for the benefit of the Secured Parties, claims under any such blanket policy maintained by it in a timely fashion in accordance with the terms of such policy. (f) The Servicer shall maintain any required insurance coverage hereunder during any servicing transition in order to prevent a lapse in insurance coverage.

Maintenance of Insurance Policies. (a) Project Company Subject to the provisions of this Article XII, the Seller, at its sole cost and expense, shall obtain and maintain from maintain, or cause to be obtained and after Financial Close and throughout maintained, during the term of this Agreement Term the policies of insurance set forth in Schedule 8 in amounts not less than the minimum coverage amounts (or if not set forth, on terms and conditions, including sub-limits, deductibles and exclusions that are obtained by independent power generators of comparable size, technology and location) forth therein and during the periodsperiods mentioned therein, with a financially sound insurer or insurers; provided, however, that the amounts of such minimum amounts insurance may be changed less than amounts specified in Schedule 8 from time to time with the prior written consent of GPAthe Purchaser; provided, which consent may not be unreasonably withheld or delayed. In addition to further, that the foregoing, the Project Company may obtain any additional coverage required by the Lenders or the Laws of Guam, or deemed necessary by Project Company. Project Company Seller shall not be in breach of its obligations hereunder if and to the extent that that: (i) any particular insurance policy, or amount of coverage or any particular term of policy is not or ceases available to be available on it under commercially reasonable terms and for commercially reasonable rates for reasons other than any negligence or default by, or condition (financial or otherwise) of, the deterioration Seller. For avoidance of doubt, to ascertain commercial reasonableness of the financial condition of Project Company from insurance rates, the date of execution of same may be compared to the insurance allowed in the Tariff Determination; or (ii) the Seller is unable to obtain (having exercised all reasonable efforts) any endorsements or written acknowledgements required under this Agreement. (b) In Following a PPFME to the event extent that any particular the insurance policy or amount of coverage required by Section 12.1(a) is not available to be maintained hereunder ceases to be available on the Seller at commercially reasonable terms for reasons other rates due to the occurrence of a PPFME, upon notice to the Purchaser by the Seller, the additional cost of such insurance attributable to the occurrence of the PPFME (that, in case of a Dispute, may be determined by an Expert in accordance with Section 18.2) shall be dealt with in accordance with Schedule 1. In such an event, in lieu of making any payments pursuant to Schedule 1, the Purchaser, at its sole discretion, may elect to procure the insurance required by Section 12.1(a) on behalf of the Seller, with insurers of rating no less than any negligence or default by, the Seller’s existing insurers or the deterioration insurers with whom such insurance was procured by the Seller prior to the occurrence of the financial condition of Project Company PPFME, and deduct the insurance cost for such insurance from the date then-prevailing Energy Price as full compensation therefor; provided, that the Purchaser shall, within fifteen (15) Business Days of procuring such insurance, provide to the Seller receipts for the payment of premiums and copies of the certificates of insurance or policies of insurance obtained by the Purchaser. The Seller shall be named as an additional insured and shall be named as the loss payee (subject to any assignment of insurance proceeds to the Lenders) on any such insurance procured by the Purchaser pursuant to this Agreement, Project Company shall notify GPA of such occurrence promptly upon becoming aware of itSection 12.1(b). The additional compensation provided under this Section 12.1(b), and GPA any such deduction, shall have cease as soon as the option Seller’s insurance rates are no longer affected by the PPFME. From time to procure such particular policy or amount of coverage and to require Project Company to reimburse it for time, at the cost thereof up to an amount not exceeding the premium paid by Project Company immediately prior to such insurance becoming unavailable on commercially reasonable terms (provided that the terms of such policy and the insurers and reinsurers providing it are otherwise substantially the same as those request of the policy that it replaces)Purchaser or the Seller, an Expert will determine, in accordance with Section 18.2, the extent to which the Seller’s insurance rates are then affected by the PPFME.

Maintenance of Insurance Policies. (a) Project Company Subject to the provisions of this Article XII, the Seller, at its sole cost and expense, shall obtain and maintain from maintain, or cause to be obtained and after Financial Close and throughout maintained, during the term of this Agreement Term the policies of insurance set forth in Schedule 8 in the minimum coverage amounts (or if not set forth, on terms and conditions, including sub-limits, deductibles and exclusions that are obtained by independent power generators of comparable size, technology and location) forth therein and during the periodsperiods mentioned therein, with financially sound insurer(s); provided, however, that such minimum amounts may be changed by the Seller from time to time with the prior written consent of GPAthe Purchaser; provided, which consent may not be unreasonably withheld or delayed. In addition to further, that the foregoing, the Project Company may obtain any additional coverage required by the Lenders or the Laws of Guam, or deemed necessary by Project Company. Project Company Seller shall not be in breach of its obligations hereunder if and to the extent that that (i) any particular insurance policy, or amount of coverage or any particular term of policy is not or ceases available to be available on it under commercially reasonable terms and for commercially reasonable rates for reasons other than any negligence or default by, or condition (financial or otherwise) of, the deterioration of Seller or; (ii) the financial condition of Project Company from the date of execution of Seller is unable to obtain (having exercised all reasonable efforts) any endorsements or written acknowledgements required under this Agreement. (b) In Following a Pakistan Political Event to the event extent that any particular the insurance policy or amount of coverage required by Section 12.1(a) above is not available to be maintained hereunder ceases to be available on the Seller at commercially reasonable terms for reasons other rates due to the occurrence of the Pakistan Political Event, upon notice to the Purchaser by the Seller, the additional cost of such insurance attributable to the occurrence of the Pakistan Political Event (that, in case of a dispute, may be determined by an Expert in conformity with the provisions of Section 18.2), shall be recoverable by the Seller from the Purchaser and treated as a Pass-Through Item. In such an event, in lieu of making such payment to the Seller, the Purchaser in its sole discretion may elect to procure the insurance required by Section 12.1(a) on behalf of the Seller with insurers of a rating not less than any negligence or default by, the Seller's existing insurers or the deterioration insurers with whom such insurance was procured by the Seller prior to the occurrence of the financial condition of Project Company Pakistan Political Event and deduct the insurance cost for such insurance from the date O& M Component as full compensation therefor; provided, that the Purchaser shall, within fifteen (15) Business Days of this Agreementprocuring such insurance, Project Company shall notify GPA of such occurrence promptly upon becoming aware of it, and GPA shall have provide to the option to procure such particular policy or amount of coverage and to require Project Company to reimburse it Seller receipts for the cost thereof up payment of premiums and copies of the certificates of insurance or policies, if available, of insurance obtained by the Purchaser. The Seller and the Lenders shall be named as an additional insured. The Seller shall be named as the loss payee (subject to an amount not exceeding any assignment of insurance proceeds to the premium paid by Project Company immediately prior to Lenders) on any such insurance becoming unavailable on commercially reasonable terms (procured by the Purchaser pursuant to this Section 12.1(b). The additional compensation provided that under this Section 12.1(b) and any such deduction shall cease as soon as the terms of such policy and Seller’s insurance rates are no longer affected by the insurers and reinsurers providing it are otherwise substantially Pakistan Political Event. From time to time, at the same as those request of the policy that it replaces)Purchaser or the Seller, the Expert will determine the extent to which the Seller’s insurance rates are then affected by the Pakistan Political Event.

Maintenance of Insurance Policies. Errors and Omissions ------------------------------------------------------- and Fidelity Coverage. ---------------------- (a) Project Company In the case of each Serviced Loan, the Master Servicer shall obtain and maintain from and after Financial Close and throughout the term of this Agreement the policies of insurance set forth in the minimum coverage amounts (or if not set forth, on terms and conditions, including sub-limits, deductibles and exclusions that are obtained by independent power generators of comparable size, technology and location) and during the periods, provided, however, that such minimum amounts may be changed from time to time use reasonable efforts consistent with the written consent of GPAServicing Standard to cause each Mortgagor to maintain, which consent may and, if the Mortgagor does not be unreasonably withheld or delayed. In addition to the foregoingso maintain, the Project Company may obtain Master Servicer will itself cause to be maintained, for each Mortgaged Property (including each Mortgaged Property relating to any additional Specially Serviced Loan) all insurance coverage required by as is required, subject to applicable law, under the Lenders or the Laws of Guamrelated loan documents; provided that, or deemed necessary by Project Company. Project Company shall not be in breach of its obligations hereunder if and to the extent that any particular such loan documents permit the holder thereof any discretion (by way of consent, approval or otherwise) as to the insurance coverage that the related Mortgagor is required to maintain, the Master Servicer shall exercise such discretion in a manner consistent with the Servicing Standard and, prior to the date such existing insurance expires or is required to be renewed, the Master Servicer may, to the extent consistent with the Servicing Standard, take into account insurance in place at loan origination, with a view towards requiring insurance comparable to that required under other Serviced Loans with express provisions governing such matters and including business interruption or rental loss insurance for at least 12 months; and provided, further, that the Master Servicer shall be required to maintain such insurance coverage upon the related Mortgagor's failure to do so only to the extent that such insurance is available at commercially reasonable rates and the Trustee, on behalf of the Trust, as mortgagee has an insurable interest. Subject to Section 3.17(b), the Special Servicer shall also cause to be maintained for each REO Property no less insurance coverage (to the extent available at commercially reasonable rates) (A) than was previously required of the related Mortgagor under the related loan documents and (B), at a minimum, (i) hazard insurance with a replacement cost rider, (ii) business interruption or rental loss insurance for at least 12 months, and (iii) commercial general liability insurance, in each case, in an amount customary for the type and geographic location of such REO Property and consistent with the Servicing Standard; provided that all such insurance required to be maintained by Master Servicer or Special Servicer shall be obtained from Qualified Insurers that, in each case, shall have a financial strength or claims-paying rating no lower than two rating categories below the highest rated Certificates outstanding, and in any event no lower than "A" from Fitch and "A" from S&P (or in such other form and amount or issued by an insurer with such other financial strength or claims-paying ability as would not, as confirmed in writing by the relevant Rating Agency, result in an Adverse Rating Event. All such insurance policies shall contain (if they insure against loss to property) a "standard" mortgagee clause, with loss payable to the Master Servicer on behalf of the Trustee (in the case of insurance maintained in respect of the Mortgage Loans), or shall name the Trustee (and in the case of the Serviced Whole Loan the One Stamford Forum Note B Holder) as the insured, with loss payable to the Special Servicer on behalf of the Trustee (and in the case of the Serviced Whole Loan the One Stamford Forum Note B Holder) (in the case of insurance maintained in respect of REO Properties), and shall be issued by an insurer authorized under applicable law to issue such insurance, and, unless prohibited by the related Mortgage, may contain a deductible clause (not in excess of a customary amount). Any amounts collected by the Master Servicer or Special Servicer under any such policies (other than amounts to be applied to the restoration or repair of the related Mortgaged Property or REO Property or amounts to be released to the related Mortgagor, in each case in accordance with the Servicing Standard) shall be deposited into the Certificate Account or, if the Serviced Whole Loan is involved, the Serviced Whole Loan Custodial Account, subject to withdrawal pursuant to Section 3.05(a), or Section 3.05(f), as applicable in the case of amounts received in respect of a Serviced Loan, or in the applicable REO Account, subject to withdrawal pursuant to Section 3.16(c), in the case of amounts received in respect of an REO Property. Any cost incurred by the Master Servicer or Special Servicer in maintaining any such insurance shall not, for purposes hereof, including calculating monthly distributions to Certificateholders, be added to unpaid principal balance or Stated Principal Balance of the related Serviced Loan, notwithstanding that the terms of such Serviced Loan so permit; provided, however, that this sentence shall not limit the rights of the Master Servicer or Special Servicer on behalf of the Trust or, if the Serviced Whole Loan is involved, on behalf of the One Stamford Forum Note B Holder, to enforce any obligations of the related Mortgagor under such Serviced Loan. Costs to the Master Servicer or Special Servicer of maintaining insurance policies pursuant to this Section 3.07 shall be paid by and reimbursable to the Master Servicer or the Special Servicer, as the case may be, as a Servicing Advance. If the related loan documents specifically and expressly set forth terms requiring insurance coverage against terrorist or similar acts for a Serviced Loan, then the Master Servicer and the Special Servicer shall enforce the terms of the related loan documents in accordance with the Servicing Standard, and if the Mortgagor fails to maintain such insurance, such failure shall constitute a Servicing Transfer Event. To the extent the loan documents do not set forth specific terms requiring insurance coverage against terrorist or similar acts and a Serviced Loan (x) requires a Mortgagor to maintain insurance policies covering some or all of the risks contained in the Additional Exclusions or (y) in accordance with the Servicing Standard, the Master Servicer has determined (in consultation with the Special Servicer and the Directing Certificateholder) that the loan documents permit the lender to require the Mortgagor to maintain insurance policies covering some or all the risks contained in the Additional Exclusions (the covered risks required to be covered or that the lender has the discretion to require to be covered being referred to as "Covered Risks"), the Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to determine whether, upon renewal of the Mortgagor's property or casualty insurance (including any all risk insurance policy), any of the Covered Risks are excluded from coverage. If any of the Covered Risks are determined by the Master Servicer to be excluded from coverage, the Master Servicer shall request the Mortgagor to either (i) purchase insurance acceptable to the Master Servicer in accordance with the Servicing Standard and in accordance with the related loan documents covering such Covered Risks or (ii) provide a written explanation as to its reasons for failing to purchase such insurance. Notwithstanding the foregoing, with the written consent of the Special Servicer in accordance with the Servicing Standard the Master Servicer may waive the requirement to procure insurance covering any of the Covered Risks if the Master Servicer determines in accordance with the Servicing Standard that (1) insurance covering any such Covered Risks is not available at a commercially reasonable price, or amount of coverage (2) based on information reasonably available to the Master Servicer, after due inquiry, any such Covered Risks are at that time not commonly insured against for properties similar to the Mortgaged Property and located in or any particular term of policy around the region in which the Mortgaged Property is not or ceases to be available on commercially reasonable terms for reasons other than any negligence or default by, or located unless the deterioration Stated Principal Balance of the financial condition Serviced Loan is greater than $20,000,000. If the Stated Principal Balance of Project Company from the date Serviced Loan is greater than $20,000,000, then the Master Servicer must determine that the circumstances in both clauses (1) and (2) of execution the immediately preceding sentence apply prior to waiving the Mortgagor's requirement to procure insurance with respect to any Covered Risks. If the Special Servicer fails to give a response to the Master Servicer as referenced in the second preceding sentence within ten Business Days of this Agreementthe Master Servicer initially notifying the Special Servicer in writing of such request, the Master Servicer shall promptly notify the Directing Certificateholder of such failure of the Special Servicer to respond to such request. If the Directing Certificateholder and/or the Special Servicer have not responded to the Master Servicer within ten Business Days of the notice referenced in the immediately preceding sentence, the Master Servicer shall determine in accordance with the Servicing Standard whether to require (or not require) the Mortgagor to maintain such insurance; provided, that during the period that the Special Servicer and/or the Directing Certificateholder are evaluating such insurance, none of the Master Servicer, the Special Servicer and/or the Directing Certificateholder shall be liable for any loss related to its failure to require a Mortgagor to maintain terrorism insurance and shall not be in default of its obligations hereunder as a result of such failure. If the Master Servicer requires the Mortgagor to maintain such insurance and the Mortgagor fails to maintain such insurance, to the extent such insurance is then reasonably available, the Master Servicer shall then procure such insurance in accordance with the Servicing Standard and such failure by the Mortgagor shall constitute a Servicing Transfer Event. For purposes of computing whether the $20,000,000 threshold described herein is met for a particular Serviced Loan, if a Serviced Loan is secured by multiple Mortgaged Properties, then the amount subject to the $20,000,000 threshold shall be the portion of the Stated Principal Balance of the related Serviced Loan pro rated based on an individual Mortgaged Property's appraised value as a percentage of the total appraised value of all of the related Mortgaged Properties. (b) In If the event that any particular insurance Master Servicer or the Special Servicer shall obtain and maintain, or cause to be obtained and maintained, a blanket policy or amount master force placed policy insuring against hazard losses on all of coverage the Serviced Loans or REO Properties, as applicable, that it is required to service and administer hereunder, then, to the extent such policy (i) is obtained from a Qualified Insurer having a financial strength or claims-paying rating no lower than "A" from Fitch and "A" from S&P or having such other financial strength or claims-paying ability rating as would not, as confirmed in writing by the relevant Rating Agency, result in an Adverse Rating Event and (ii) provides protection equivalent to the individual policies otherwise required, the Master Servicer or Special Servicer, as the case may be, shall conclusively be deemed to have satisfied its obligation to cause hazard insurance to be maintained hereunder ceases on the related Mortgaged Properties or REO Properties, as applicable. Such policy may contain a deductible clause (not in excess of a customary amount), in which case the Master Servicer or the Special Servicer, as appropriate, shall, if there shall not have been maintained on the related Mortgaged Property or REO Property a hazard insurance policy complying with the requirements of Section 3.07(a), and there shall have been one or more losses that would have been covered by such an individual policy, promptly deposit into the Certificate Account from its own funds the amount not otherwise payable under the blanket or master force placed policy in connection with such loss or losses because of such deductible clause to the extent that any such deductible exceeds the deductible limitation that pertained to the related Serviced Loan (or, in the absence of any such deductible limitation, the deductible limitation for an individual policy that is consistent with the Servicing Standard). The Master Servicer or the Special Servicer, as appropriate, shall prepare and present, on behalf of itself, the Trustee and the Certificateholders and, in the case of the Serviced Whole Loan, the One Stamford Forum Note B Holder, claims under any such blanket or master forced placed policy in a timely fashion in accordance with the terms of such policy. (c) Each of the Master Servicer and the Special Servicer shall at all times during the term of this Agreement (or, in the case of the Special Servicer, at all times during the term of this Agreement during which Specially Serviced Loans or REO Properties for which it is responsible exist as part of the Trust Fund) keep in force with a Qualified Insurer having a financial strength or claims-paying rating no lower than two rating categories below the highest rated Certificates outstanding, and in any event no lower than "A" from Fitch and "A" from S&P, a fidelity bond in such form and amount as would permit it to be available on commercially reasonable a qualified Fannie Mae seller-servicer of multifamily mortgage loans (or in such othxx xxxm xxd amount or issued by an insurer with such other financial strength or claims-paying ability rating as would not result in an Adverse Rating Event with respect to any Class of Rated Certificates (as confirmed in writing to the Trustee by the relevant Rating Agency)). Each of the Master Servicer and the Special Servicer shall be deemed to have complied with the foregoing provision if an Affiliate thereof has such fidelity bond coverage and, by the terms for reasons other than any negligence or default byof such fidelity bond, the coverage afforded thereunder extends to the Master Servicer or the deterioration Special Servicer, as the case may be. Such fidelity bond shall provide that it may not be canceled without ten days' prior written notice to the Trustee. Each of the financial condition of Project Company from Master Servicer and the date Special Servicer shall at all times during the term of this AgreementAgreement (or, Project Company shall notify GPA in the case of such occurrence promptly upon becoming aware the Special Servicer, at all times during the term of itthis Agreement during which Specially Serviced Loans and/or REO Properties for which it is responsible exist as part of the Trust Fund) also keep in force with a Qualified Insurer having a financial strength or claims-paying rating no lower than two rating categories below the highest rated Certificates outstanding, and GPA shall have the option to procure such particular in any event no lower than "A" from Fitch and "A" from S&P, a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its servicing obligations hereunder, which policy or policies shall be in such form and amount as would permit it to be a qualified Fannie Mae seller-servicer of coverage multifamily mortgage loans (or in such othxx xxxm xxd amount or issued by an insurer with such other financial strength or claims-paying rating as would not result in an Adverse Rating Event with respect to any Class of Rated Certificates (as confirmed in writing to the Trustee by the relevant Rating Agency)). Each of the Master Servicer and the Special Servicer shall be deemed to require Project Company to reimburse it for have complied with the cost foregoing provisions if an Affiliate thereof up to an amount not exceeding the premium paid by Project Company immediately prior to has such insurance becoming unavailable on commercially reasonable terms (provided that and, by the terms of such policy or policies, the coverage afforded thereunder extends to the Master Servicer or the Special Servicer, as the case may be. Any such errors and omissions policy shall provide that it may not be canceled without ten days' prior written notice to the Trustee. So long as the long-term unsecured debt obligations of the Master Servicer or the Special Servicer (or its direct or indirect parent company), as applicable, are rated not lower than "A" from Fitch and "A" from S&P, the Master Servicer or Special Servicer, as applicable, may self-insure with respect to either or both of the fidelity bond coverage and the insurers errors and reinsurers providing omissions coverage required as described above, in which case it are otherwise substantially the same as those of the shall not be required to maintain an insurance policy that it replaces)with respect to such coverage.

Maintenance of Insurance Policies. (a) Project Company shall obtain and maintain from On and after Financial Close and throughout the term date hereof (including after the Initial Closing Date), the Seller shall not unreasonably take or fail to take any action if such action or inaction, as the case may be, would adversely affect the applicability of this Agreement any insurance in effect on the policies date hereof that covers all or any part of insurance set forth in the minimum coverage amounts (Acquired Assets or if not set forth, on terms and conditions, including sub-limits, deductibles and exclusions that are obtained by independent power generators of comparable size, technology and location) and during the periods, provided, however, that such minimum amounts may be changed from time to time with the written consent of GPA, which consent may not be unreasonably withheld or delayedBusiness. In addition to Notwithstanding the foregoing, the Project Company may obtain any additional coverage required by the Lenders or the Laws of Guam, or deemed necessary by Project Company. Project Company Seller shall not be in breach have any obligation to make any monetary payment to maintain the effectiveness of its obligations hereunder if and to any such insurance policy after the extent that any particular insurance policy, or amount of coverage or any particular term of policy is not or ceases to be available on commercially reasonable terms for reasons other than any negligence or default by, or the deterioration of the financial condition of Project Company from the date of execution of this AgreementInitial Closing Date. (b) In the event that any particular insurance policy The Seller shall take or amount of coverage required cause to be maintained hereunder ceases taken all reasonable actions within its power to cause the Purchaser to be available on commercially reasonable terms for reasons other than any negligence the direct or default byindirect beneficiary of, or otherwise gain the deterioration of benefit of, any occurrence-based insurance policies applicable to the financial condition of Project Company from Acquired Assets or the date of this AgreementBusiness (“Occurrence Insurance Policies”), Project Company shall notify GPA of such occurrence promptly upon becoming aware of itincluding that the Seller shall, to the extent permissible by Applicable Law and GPA shall have the option to procure such particular policy or amount of coverage and to require Project Company to reimburse it for the cost thereof up to an amount not exceeding the premium paid by Project Company immediately prior to such insurance becoming unavailable on commercially reasonable terms (provided that the terms of such policy Insurance Policies, take all reasonable actions (but without any additional costs and expenses) necessary to (i) assign to the insurers Purchaser the Seller’s rights to recovery under the Insurance Policies with respect to any claims asserted against the Purchaser in connection with occurrences arising prior to the Initial Closing Date, subject to the provisions of this Section 5.11, and reinsurers providing (ii) with respect to any such Occurrence Insurance Policy that is not assignable to the Purchaser as provided herein, (A) retain and maintain, including after the Initial Closing Date, such Insurance Policy as it are otherwise substantially applies to occurrences prior to the same Initial Closing Date, (B) from time to time and at the Purchaser’s request, the submit claims and aggressively pursue the benefits under such Occurrence Insurance Policy with respect to occurrences arising prior to the Initial Closing Date and (C) promptly apply any amounts recovered from any such Insurance Policy to pay such claims and any costs incurred in defending the same, and (c) With respect to any Damages incurred by the Purchaser or the Business as those a result of an action, suit, hearing, arbitration, proceeding (public or private) governmental investigation arising from or connected to the operation of the policy Business, the Seller or the Acquired Assets prior to the Initial Closing, or otherwise such Damages shall be deemed reduced for purposes of Article 8 to the extent that it replaces)amounts are paid to the Purchaser in connection therewith from any Insurance Policy. (d) With respect to any Damages incurred by the Seller as a result of an action, suit, hearing, arbitration, proceeding (public or private) or governmental investigation arising from or connected to the operation of the Business or the Acquired Assets prior to the Initial Closing, the Seller shall continue to be a joint beneficiary of any Insurance Policy covering such Damages.

Maintenance of Insurance Policies. (a) Project Company Prior to Closing, Parent has maintained insurance programs which provide certain coverage for HNS and its Affiliates. From and after Closing, Newco shall obtain be responsible for obtaining and maintain maintaining its own insurance programs separately from Parent and/or HNS insurance programs. Notwithstanding the foregoing, (i) Parent and HNS, upon the request of Newco, shall cooperate with and use commercially reasonable efforts to assist Newco in the transition to its own separate insurance coverage from and after Financial Close Closing, and throughout the term of this Agreement the policies of insurance set forth shall provide Newco with any information that is in the minimum coverage amounts possession of Parent and is reasonably available and necessary to obtain such insurance coverage, (or if not set forthii) each of the parties hereto, on terms upon the request of one party, shall cooperate with and conditions, including sub-limits, deductibles and exclusions that are obtained by independent power generators of comparable size, technology and location) and during the periods, provided, however, that such minimum amounts may be changed from time to time with the written consent of GPA, which consent may not be unreasonably withheld or delayed. In addition to the foregoing, the Project Company may obtain any additional coverage required by the Lenders or the Laws of Guam, or deemed necessary by Project Company. Project Company shall not be in breach of its obligations hereunder if and to the extent that any particular insurance policy, or amount of coverage or any particular term of policy is not or ceases to be available on use commercially reasonable terms efforts to assist the other in the collection of proceeds from insurance claims made under any Insurance Policy (as defined below) for reasons other than the benefit of any negligence or default by, or the deterioration insured party and (iii) each of the financial condition of Project Company from the date of execution of this Agreementparties hereto shall use commercially reasonable efforts not to take any action that would jeopardize or otherwise interfere with any party’s ability to collect any proceeds payable pursuant to any Insurance Policy. (b) In With respect to any claims in respect of the Business Assets arising out of events, acts or omissions occurring prior to Closing, for which Newco or other covered parties may be entitled to assert a claim for recovery under any policy of insurance maintained by Parent or HNS prior to Closing, other than a directors & officers liability insurance policy (an “Insurance Policy”), in accordance with the terms thereof, Parent and HNS, at the request of Newco, shall use commercially reasonable efforts in asserting, or assisting Newco in asserting, such claims under any such Insurance Policy; provided that in all cases (except with respect to insurance proceeds included in the Business Assets pursuant to Section 2.2(a)(xxi)): (i) Newco shall promptly pay or reimburse Parent or HNS, as the case may be, for all reasonable costs and expenses incurred by Parent or HNS in connection with such claims (whether such claims were made before or are made after Closing), (ii) Newco shall be obligated to pay or reimburse Parent or HNS for any obligations with respect to any retrospective premium adjustments to the extent but only to the extent that such premiums are actually paid and directly result from claims made post-Closing by Newco for pre-Closing Assumed Liabilities under “claims made” insurance policies, (iii) to the full extent permitted by Contract and Law, the control and administration of such Insurance Policies shall remain with Parent, (iv) such claims shall be subject to (and recovery thereon shall be reduced by the amount of) any applicable deductibles, retentions, self-insurance provisions or any payment or reimbursement obligations (including out-of-pocket legal and administrative costs and attorney’s fees under such Insurance Policies) of Parent or HNS in respect thereof, (v) with respect to claims made Insurance Policies, such claims must have been reported within the time frames required by such policies, and (vi) Newco shall promptly report to Parent and HNS any such claims and keep Parent and HNS reasonably informed with regard to the status thereof. Parent (or, in the event that any particular insurance policy or amount of coverage required the primary economic burden is to be maintained hereunder ceases to be available on commercially reasonable terms for reasons other than any negligence or default byborne by Newco by virtue of deductibles, or the deterioration of the financial condition of Project Company from the date of this Agreementretentions and retrospective premium adjustments, Project Company shall notify GPA of such occurrence promptly upon becoming aware of it, Parent and GPA Newco) and Parent’s insurers shall have the option right to procure control the investigation, defense and settlement of all claims, but no such particular policy settlement may be effected without the consent of Newco, which consent shall not unreasonably be withheld or amount delayed. Notwithstanding anything to the contrary contained herein, Newco shall have the right to assert claims under Insurance Policies at any time to the extent that such claim arises from, relates to or is otherwise in connection with the Business Assets or the Assumed Liabilities. Notwithstanding anything to the contrary herein, in no event shall Parent or any of its Affiliates be obligated to maintain or extend any Insurance Policy or coverage and to require Project Company to reimburse it for the cost thereof up to an amount not exceeding the premium paid by Project Company immediately prior to such insurance becoming unavailable on commercially reasonable terms (provided that the terms of such policy and the insurers and reinsurers providing it are otherwise substantially the same as those of the policy that it replaces)after Closing or purchase any supplemental or tail coverage.

Maintenance of Insurance Policies. (a) Project Company The Special Servicer (only with respect to Specially Serviced Mortgage Loans and REO Properties) or the Servicer (with respect to Performing Mortgage Loans) shall use efforts consistent with the Servicing Standard to cause the related Obligor of each Serviced Mortgage Loan to maintain for each such Serviced Mortgage Loan such insurance as is required to be maintained pursuant to the related Asset Documents. If the related Obligor fails to maintain such insurance, the Servicer or the Special Servicer, as applicable, shall notify the Issuer of such breach, and shall, to the extent available at commercially reasonable rates and that the Issuer has an insurable interest, cause such insurance to be maintained. To the extent provided in the applicable Asset Documents, all such policies shall be endorsed with standard mortgagee clauses (if applicable) with loss payable to the Issuer, and shall be in an amount sufficient to avoid the application of any co-insurance clause. The costs of maintaining the insurance policies which the Servicer or the Special Servicer, as the case may be, is required to maintain pursuant to this Section shall be a Servicing Expense or, if the amount in the Collection Account is insufficient to pay such costs, such costs shall be paid by the Advancing Agent as a Servicing Advance. (b) The Servicer or the Special Servicer, as the case may be, may fulfill its obligation to maintain insurance, as provided in Section 3.05(a), through a master force placed insurance policy with a Qualified Insurer, the cost of which shall be a Servicing Expense or, if the amount in the Collection Account is insufficient to pay such costs, such costs shall be paid by the Advancing Agent as a Servicing Advance; provided that such cost is limited to the incremental cost of such policy allocable to such Mortgaged Property or REO Property (i.e., other than any minimum or standby premium payable for such policy whether or not such Mortgaged Property or REO Property is then covered thereby, which shall be paid by the Advancing Agent at the direction of the Special Servicer, the Servicer or the Special Servicer, as the case may be). Such master force placed insurance policy may contain a deductible clause, in which case the Advancing Agent, the Servicer or the Special Servicer shall, in the event that there shall not have been maintained on the related Mortgaged Property or REO Property a policy otherwise complying with the provisions of Section 3.05(a), and there shall have been one or more losses which would have been covered by such a policy had it been maintained, immediately deposit into the related Account from its own funds the amount not otherwise payable under the master force placed insurance policy because of such deductible to the extent that such deductible exceeds the deductible limitation required under the related Asset Documents, or, in the absence of such deductible limitation, the deductible limitation which is consistent with the Servicing Standard. (c) Each of the Servicer and the Special Servicer shall obtain and maintain from at its own expense, and after Financial Close keep in full force and effect, or be covered by, throughout the term of this Agreement Agreement, a blanket fidelity bond and an errors and omissions insurance policy covering the policies of insurance set forth in the minimum coverage amounts (or if not set forth, on terms and conditions, including sub-limits, deductibles and exclusions that are obtained by independent power generators of comparable size, technology and location) and during the periods, provided, however, that such minimum amounts may be changed from time to time with the written consent of GPA, which consent may not be unreasonably withheld or delayed. In addition to the foregoing, the Project Company may obtain any additional coverage required by the Lenders Servicer’s or the Laws of GuamSpecial Servicer’s, or deemed necessary by Project Companyas applicable, directors, officers and employees, in connection with its activities under this Agreement. Project Company shall not be in breach of its obligations hereunder if The form and to the extent that any particular insurance policy, or amount of coverage or any particular term of policy is not or ceases to shall be available on commercially reasonable terms for reasons other than any negligence or default by, or consistent with the deterioration of the financial condition of Project Company from the date of execution of this Agreement. (b) Servicing Standard. In the event that any particular insurance such bond or policy or amount of coverage required to be maintained hereunder ceases to be available on commercially reasonable terms for reasons other than any negligence or default byin effect, the Servicer or the deterioration Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Any fidelity bond and errors and omissions insurance policy required under this Section 3.05(c) shall be obtained from a Qualified Insurer. Notwithstanding the foregoing, so long as the unsecured obligations or deposits of the financial condition Servicer or Special Servicer (or their respective corporate parent), as applicable, have been rated at least “A3” by Xxxxx’x, the Servicer or the Special Servicer, as applicable, shall be entitled to provide self-insurance directly or through its parent (so long as such parent is obligated to pay the related claims), as applicable, with respect to its obligation to maintain a blanket fidelity bond and an errors and omissions insurance policy. No provision of Project Company this Section requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or Special Servicer, as applicable, from its duties and obligations as set forth in this Agreement. The Servicer and Special Servicer, as applicable, shall deliver or cause to be delivered to the Trustee and the Note Administrator, upon request, a certificate of insurance from the date of this Agreement, Project Company shall notify GPA of such occurrence promptly upon becoming aware of it, surety and GPA shall have the option to procure such particular policy or amount of coverage and to require Project Company to reimburse it for the cost thereof up to an amount not exceeding the premium paid by Project Company immediately prior to insurer certifying that such insurance becoming unavailable on commercially reasonable terms (provided that the terms of such policy is in full force and the insurers and reinsurers providing it are otherwise substantially the same as those of the policy that it replaces)effect.

Maintenance of Insurance Policies. (a) Project Company Subject to the provisions of this Article XII, the Seller, at its sole cost and expense, shall obtain and maintain from maintain, or cause to be obtained and after Financial Close and throughout maintained, during the term of this Agreement Term the policies of insurance set forth on Schedule 8 in the minimum coverage amounts (or if not set forth, on terms and conditions, including sub-limits, deductibles and exclusions that are obtained by independent power generators of comparable size, technology and location) forth therein and during the periodsperiods mentioned therein, with financially sound insurer(s); provided, however, that such minimum amounts may be changed from time to time with the prior written consent of GPAthe Purchaser; provided, which consent may not be unreasonably withheld or delayed. In addition to further, that the foregoing, the Project Company may obtain any additional coverage required by the Lenders or the Laws of Guam, or deemed necessary by Project Company. Project Company Seller shall not be in breach of its obligations hereunder if and to the extent that (i) any particular insurance policy, or amount of coverage or any particular term of policy is not or ceases available to be available on it under commercially reasonable terms and for commercially reasonable rates for reasons other than any negligence or default by, or condition (financial or otherwise) of, the deterioration of Seller or (ii) the financial condition of Project Company from the date of execution of Seller is unable to obtain (having exercised all reasonable efforts) any endorsements or written acknowledgements required under this Agreement. (b) In Following a Pakistan Political Event to the event extent that any particular the insurance policy or amount of coverage required by Section 12.1(a) above is not available to be maintained hereunder ceases to be available on the Seller at commercially reasonable terms for reasons other rates due to the occurrence of the Pakistan Political Event, upon notice to the Purchaser by the Seller, the additional cost of such insurance attributable to the occurrence of the Pakistan Political Event as determined by an Expert in conformity with the provisions of Section 18.2, shall be recoverable by the Seller from the Purchaser and treated as a Pass-Through Item. In such an event, in lieu of making such payment to the Seller, the Purchaser in its sole discretion may elect to procure the insurance required by Section 12.1(a) on behalf of the Seller with insures of a rating not less than any negligence or default by, the Seller's existing insurers or the deterioration insures with whom such insurance was procured by the Seller prior to the occurrence of the financial condition Pakistan Political Event and deduct the insurance cost component of Project Company from the date then prevailing Energy Price as full compensation therefor; provided, that the Purchaser shall, within fifteen (15) Business Days of this Agreementprocuring such insurance, Project Company shall notify GPA of such occurrence promptly upon becoming aware of it, and GPA shall have provide to the option to procure such particular policy or amount of coverage and to require Project Company to reimburse it Seller receipts for the cost thereof up payment of premia and copies of the certificates of insurance or policies, if available, of insurance obtained by the Purchaser. The Seller shall be named as an additional insured. The Seller shall be named as the loss payee (subject to an amount not exceeding any assignment of insurance proceeds to the premium paid by Project Company immediately prior to Lenders) on any such insurance becoming unavailable on commercially reasonable terms procured by the Purchaser pursuant to this Section 12.1(b). The additional compensation provided under this Section 12.1(b) and any such deduction shall cease as soon as the Seller’s insurance rates are no longer affected by the Pakistan Political Force Majeure Event (provided that or the terms of such policy and other event described above). From time to time, at the insurers and reinsurers providing it are otherwise substantially the same as those request of the policy that it replaces)Purchaser or the Seller, the Expert will determine the extent to which the Seller’s insurance rates are then affected by the Pakistan Political Event.

Maintenance of Insurance Policies. (a) Project Company Subject to the provisions of this Article XII and subject to the provisions of Section 9.2 and Schedule 1 and the recovery of “Pass-Through Items” therein, the Seller, at its sole cost and expense, shall obtain and maintain from maintain, or cause to be obtained and after Financial Close and throughout maintained, during the term of this Agreement Term the policies of insurance set forth in Schedule 8 in amounts not less than the minimum coverage amounts (or if not set forth, on terms and conditions, including sub-limits, deductibles and exclusions that are obtained by independent power generators of comparable size, technology and location) forth therein and during the periodsperiods mentioned therein, with a financially sound insurer or insurers; provided, however, that the amounts of such minimum amounts insurance may be changed less than amounts specified in Schedule 8 from time to time with the prior written consent of GPAthe Purchaser; provided, which consent may not be unreasonably withheld or delayed. In addition to further, that the foregoing, the Project Company may obtain any additional coverage required by the Lenders or the Laws of Guam, or deemed necessary by Project Company. Project Company Seller shall not be in breach of its obligations hereunder if and to the extent that that: (i) any particular insurance policy, or amount of coverage or any particular term of policy is not or ceases available to be available on it under commercially reasonable terms and for commercially reasonable rates for reasons other than any negligence or default by, or condition (financial or otherwise) of, the deterioration of Seller; or (ii) the financial condition of Project Company from the date of execution of Seller is unable to obtain (having exercised all reasonable efforts) any endorsements or written acknowledgements required under this Agreement. (b) In Following a Pakistan Political Event to the event extent that any particular the insurance policy or amount of coverage required by Section 12.1(a) is not available to be maintained hereunder ceases to be available on the Seller at commercially reasonable terms for reasons other rates due to the occurrence of a Pakistan Political Event, upon notice to the Purchaser by the Seller, the additional cost of such insurance attributable to the occurrence of the Pakistan Political Event (that, in case of a Dispute, may be determined by an Expert in accordance with Section 18.2), shall be recoverable by the Seller from the Purchaser and shall be treated as a Pass-Through Item. In such an event, in lieu of making such payment to the Seller, the Purchaser, at its sole discretion, may elect to procure the insurance required by Section 12.1(a) on behalf of the Seller, with insurers of rating no less than any negligence or default by, the Seller’s existing insurers or the deterioration insurers with whom such insurance was procured by the Seller prior to the occurrence of the financial condition of Project Company Pakistan Political Event, and deduct the insurance cost for such insurance from the date Insurance Component of the then-prevailing Energy Price as full compensation therefor; provided, that the Purchaser shall, within fifteen (15) Business Days of procuring such insurance, provide to the Seller receipts for the payment of premiums and copies of the certificates of insurance or policies of insurance obtained by the Purchaser. The Seller and the Lenders shall be named as additional insured. The Seller shall be named as the loss payee (subject to any assignment of insurance proceeds to the Lenders) on any such insurance procured by the Purchaser pursuant to this Agreement, Project Company shall notify GPA of such occurrence promptly upon becoming aware of itSection 12.1(b). The additional compensation provided under this Section 12.1(b), and GPA any such deduction, shall have cease as soon as the option Seller’s insurance rates are no longer affected by the Pakistan Political Event. From time to procure such particular policy or amount of coverage and to require Project Company to reimburse it for time, at the cost thereof up to an amount not exceeding the premium paid by Project Company immediately prior to such insurance becoming unavailable on commercially reasonable terms (provided that the terms of such policy and the insurers and reinsurers providing it are otherwise substantially the same as those request of the policy that it replaces)Purchaser or the Seller, an Expert will determine, in accordance with Section 18.2, the extent to which the Seller’s insurance rates are then affected by the Pakistan Political Event.

Maintenance of Insurance Policies. (a) Project Company Subject to the provisions of this Article XII, the Company, with the approval of Power Purchaser and NTDC, such approval shall not be withheld unreasonably, at its sole cost and expense, shall obtain and maintain from maintain, or cause to be obtained and after Financial Close and throughout maintained, during the term of this Agreement Term the policies of insurance set forth on Schedule 8 in the minimum coverage amounts (or if not set forthforth therein and for the durations specified therein, on terms and conditions, including sub-limits, deductibles and exclusions that are obtained by independent power generators of comparable size, technology and location) and during the periods, with financially sound insurer(s); provided, however, that such minimum amounts may be changed from time to time with the prior written consent of GPAthe Power Purchaser and NTDC; provided, which consent may not be unreasonably withheld or delayed. In addition to further, that the foregoing, the Project Company may obtain any additional coverage required by the Lenders or the Laws of Guam, or deemed necessary by Project Company. Project Company shall not be in breach of its obligations hereunder if and to the extent that (i) any particular insurance policy, or amount of coverage or any particular term of policy is not or ceases available to be available on it under commercially reasonable terms and for commercially reasonable rates for reasons other than any negligence or default by, or condition (financial or otherwise) of, the deterioration of Company or (ii) the financial condition of Project Company from the date of execution of is unable to obtain (having exercised all reasonable efforts) any endorsements or written acknowledgements required under this Agreement. (b) In Following a Pakistan Political Event to the event extent that any particular the insurance policy or amount of coverage required by Section 12.1(a) is not available to be maintained hereunder ceases to be available on the Company at commercially reasonable terms for reasons other than any negligence or default by, or rates due to the deterioration occurrence of the financial condition Pakistan Political Event, upon notice to the Power Purchaser by the Company, the additional cost of Project such insurance attributable to the occurrence of the Pakistan Political Event as determined by an Expert in conformity with the provisions of Article XVIII, shall be recoverable by the Company from the date Power Purchaser and treated as a Pass-Through Item. In such an event, in lieu of this Agreementmaking such payment to the Company, Project Company shall notify GPA of such occurrence promptly upon becoming aware of it, and GPA shall have the option Power Purchaser in its sole discretion may elect to procure the insurance required by Section 12.1(a) on behalf of the Company with insures of a rating not less than the Company’s existing insurers or the insures with whom such particular policy or amount of coverage and to require Project insurance was procured by the Company to reimburse it for the cost thereof up to an amount not exceeding the premium paid by Project Company immediately prior to such the occurrence of the Pakistan Political Event and deduct the insurance becoming unavailable on commercially reasonable terms (provided cost component of the then prevailing Capacity Payments as full compensation therefor; provided, that the terms of such policy and the insurers and reinsurers providing it are otherwise substantially the same as those of the policy that it replaces).Power Purchaser shall, within fifteen

Maintenance of Insurance Policies. (a) Project Company Subject to the provisions of this Article XII, the Company, at its sole cost and expense, shall obtain and maintain from maintain, or cause to be obtained and after Financial Close and throughout maintained, during the term of this Agreement Term the policies of insurance set forth on Schedule 8 in the minimum coverage amounts (or if not set forth, on terms and conditions, including sub-limits, deductibles and exclusions that are obtained by independent power generators of comparable size, technology and location) forth therein and during the periodsperiods mentioned therein, with financially sound insurer(s); provided, however, that such minimum amounts may be changed from time to time with the prior written consent of GPAthe Power Purchaser; provided, which consent may not be unreasonably withheld or delayed. In addition to further, that the foregoing, the Project Company may obtain any additional coverage required by the Lenders or the Laws of Guam, or deemed necessary by Project Company. Project Company shall not be in breach of its obligations hereunder if and to the extent that (i) any particular insurance policy, or amount of coverage or any particular term of policy is not or ceases available to be available on it under commercially reasonable terms and for commercially reasonable rates for reasons other than any negligence or default by, or condition (financial or otherwise) of, the deterioration of Company or (ii) the financial condition of Project Company from the date of execution of is unable to obtain (having exercised all reasonable efforts) any endorsements or written acknowledgements required under this Agreement. (b) In Following a Pakistan Political Event to the event extent that any particular the insurance policy or amount of coverage required by Section 12.1(a) hereinabove is not available to be maintained hereunder ceases to be available on the Company at commercially reasonable terms for reasons other than any negligence or default by, or rates due to the deterioration occurrence of the financial condition Pakistan Political Event, upon notice to the Power Purchaser by the Company, the additional cost of Project such insurance attributable to the occurrence of the Pakistan Political Event as determined by an Expert in conformity with the provisions of Article XVIII, shall be recoverable by the Company from the date Power Purchaser and treated as a Pass-Through Item. In such an event, in lieu of this Agreementmaking such payment to the Company, Project the Power Purchaser in its sole discretion may elect to procure the insurance required by Section 12.1(a) on behalf of the Company with insures of a rating not less than the Company’s existing insurers or the insures with whom such insurance was procured by the Company prior to the occurrence of the Pakistan Political Event and deduct the insurance cost component of the then prevailing Capacity Payments as full compensation therefor; provided, that the Power Purchaser shall, within fifteen (15) Business Days of procuring such insurance, provide to the Company receipts for the payment of premia and copies of the certificates of insurance or policies, if available, of insurance obtained by the Power Purchaser. The Company shall notify GPA be named as an additional insured. The Company shall be named as the loss payee (subject to any assignment of such occurrence promptly upon becoming aware of it, and GPA shall have insurance proceeds to the option to procure such particular policy or amount of coverage and to require Project Company to reimburse it for the cost thereof up to an amount not exceeding the premium paid by Project Company immediately prior to Lenders) on any such insurance becoming unavailable on commercially reasonable terms procured by the Power Purchaser pursuant to this Section 12.1(b). The additional compensation provided under this Section 12.1(b) and any such deduction shall cease as soon as the Company’s insurance rates are no longer affected by the Pakistan Political Force Majeure Event (provided that or the terms of such policy and other event described above). From time to time, at the insurers and reinsurers providing it are otherwise substantially the same as those request of the policy that it replaces)Power Purchaser or the Company, the Expert acting in conformity with the provisions of Article XVIII will determine the extent to which the Company’s insurance rates are then affected by the Pakistan Political Event.

Maintenance of Insurance Policies. (a) Project Company Prior to Closing, Parent has maintained insurance programs which provide certain coverage for HNS and its Affiliates. From and after Closing, Newco shall obtain be responsible for obtaining and maintain maintaining its own insurance programs separately from Parent and/or HNS insurance programs. Notwithstanding the foregoing, (i) Parent and HNS, upon the request of Newco, shall cooperate with and use commercially reasonable efforts to assist Newco in the transition to its own separate insurance coverage from and after Financial Close Closing, and throughout the term of this Agreement the policies of insurance set forth shall provide Newco with any information that is in the minimum coverage amounts possession of Parent and is reasonably available and necessary to obtain such insurance coverage, (or if not set forthii) each of the parties hereto, on terms upon the request of one party, shall cooperate with and conditions, including sub-limits, deductibles and exclusions that are obtained by independent power generators of comparable size, technology and location) and during the periods, provided, however, that such minimum amounts may be changed from time to time with the written consent of GPA, which consent may not be unreasonably withheld or delayed. In addition to the foregoing, the Project Company may obtain any additional coverage required by the Lenders or the Laws of Guam, or deemed necessary by Project Company. Project Company shall not be in breach of its obligations hereunder if and to the extent that any particular insurance policy, or amount of coverage or any particular term of policy is not or ceases to be available on use commercially reasonable terms efforts to assist the other in the collection of proceeds from insurance claims made under any Insurance Policy (as defined below) for reasons other than the benefit of any negligence or default by, or the deterioration insured party and (iii) each of the financial condition of Project Company from the date of execution of this Agreementparties hereto shall use commercially reasonable efforts not to take any action that would jeopardize or otherwise interfere with any party's ability to collect any proceeds payable pursuant to any Insurance Policy. (b) In With respect to any claims in respect of the Business Assets arising out of events, acts or omissions occurring prior to Closing, for which Newco or other covered parties may be entitled to assert a claim for recovery under any policy of insurance maintained by Parent or HNS prior to Closing, other than a directors & officers liability insurance policy (an "INSURANCE POLICY"), in accordance with the terms thereof, Parent and HNS, at the request of Newco, shall use commercially reasonable efforts in asserting, or assisting Newco in asserting, such claims under any such Insurance Policy; provided that in all cases (except with respect to insurance proceeds included in the Business Assets pursuant to SECTION 2.2(A)(XXI)): (i) Newco shall promptly pay or reimburse Parent or HNS, as the case may be, for all reasonable costs and expenses incurred by Parent or HNS in connection with such claims (whether such claims were made before or are made after Closing), (ii) Newco shall be obligated to pay or reimburse Parent or HNS for any obligations with respect to any retrospective premium adjustments to the extent but only to the extent that such premiums are actually paid and directly result from claims made post-Closing by Newco for pre-Closing Assumed Liabilities under "claims made" insurance policies, (iii) to the full extent permitted by Contract and Law, the control and administration of such Insurance Policies shall remain with Parent, (iv) such claims shall be subject to (and recovery thereon shall be reduced by the amount of) any applicable deductibles, retentions, self-insurance provisions or any payment or reimbursement obligations (including out-of-pocket legal and administrative costs and attorney's fees under such Insurance Policies) of Parent or HNS in respect thereof, (v) with respect to claims made Insurance Policies, such claims must have been reported within the time frames required by such policies, and (vi) Newco shall promptly report to Parent and HNS any such claims and keep Parent and HNS reasonably informed with regard to the status thereof. Parent (or, in the event that any particular insurance policy or amount of coverage required the primary economic burden is to be maintained hereunder ceases to be available on commercially reasonable terms for reasons other than any negligence or default byborne by Newco by virtue of deductibles, or the deterioration of the financial condition of Project Company from the date of this Agreementretentions and retrospective premium adjustments, Project Company shall notify GPA of such occurrence promptly upon becoming aware of it, Parent and GPA Newco) and Parent's insurers shall have the option right to procure control the investigation, defense and settlement of all claims, but no such particular policy settlement may be effected without the consent of Newco, which consent shall not unreasonably be withheld or amount delayed. Notwithstanding anything to the contrary contained herein, Newco shall have the right to assert claims under Insurance Policies at any time to the extent that such claim arises from, relates to or is otherwise in connection with the Business Assets or the Assumed Liabilities. Notwithstanding anything to the contrary herein, in no event shall Parent or any of its Affiliates be obligated to maintain or extend any Insurance Policy or coverage and to require Project Company to reimburse it for the cost thereof up to an amount not exceeding the premium paid by Project Company immediately prior to such insurance becoming unavailable on commercially reasonable terms (provided that the terms of such policy and the insurers and reinsurers providing it are otherwise substantially the same as those of the policy that it replaces)after Closing or purchase any supplemental or tail coverage.