Common use of Maintenance of Property and Insurance Clause in Contracts

Maintenance of Property and Insurance. (a) The Issuer will, and will cause each of the Restricted Subsidiaries to, keep all of their respective property material to the operation of the business of the Issuer and the Restricted Subsidiaries, taken as a whole, in good working order and condition in all material respects, ordinary wear and tear and fire, casualty and condemnation excepted; provided that the Parent Guarantor shall not be obligated to comply with the foregoing provisions of this Section 12.13 to the extent that the failure to do so is not adverse in any material respect to the Parent Guarantor and its Restricted Subsidiaries. (b) The Issuer will, and will cause each of the Restricted Subsidiaries to, maintain insurance with financially sound and reputable insurance companies (and the Issuer shall use commercially reasonable efforts to name the Collateral Agent as an additional insured or lenders loss payee, as applicable, as soon as possible after the Issue Date) on all property material to the operation of the business of the Issuer and the Restricted Subsidiaries, taken as a whole, in at least such amounts and against at least such risks as are determined by the Issuer in good faith to be reasonable and prudent, taking into account the risks that are usually insured against in the same general area by companies engaged in the same business or a business that the Issuer deems reasonably similar, it being understood that this Section shall not prevent the use of deductible or excess loss insurance and shall not prevent (i) the Issuer or any of their Subsidiaries from acting as a self-insurer or maintaining insurance with another Subsidiary or Subsidiaries of the Issuer so long as such action is consistent with sound business practice or (ii) the Issuer from obtaining and owning insurance policies covering activities of its Subsidiaries.

Maintenance of Property and Insurance. (a) Schedule V sets ------------------------------------- forth a true and complete listing of all insurance maintained by the Borrower and each of its Subsidiaries as of the Restatement Effective Date. The Issuer willBorrower shall, and will shall cause each of the Restricted its Subsidiaries to, (i) keep all of their respective material property material to the operation of the useful and necessary in its business of the Issuer and the Restricted Subsidiaries, taken as a whole, in good working order and condition in all material respects, (ordinary wear and tear and fireexcepted), casualty and condemnation excepted; provided that the Parent Guarantor shall not be obligated to comply with the foregoing provisions of this Section 12.13 to the extent that the failure to do so is not adverse in any material respect to the Parent Guarantor and its Restricted Subsidiaries. (bii) The Issuer will, and will cause each of the Restricted Subsidiaries to, maintain insurance with financially sound and reputable insurance companies (and the Issuer shall use commercially reasonable efforts to name the Collateral Agent as an additional insured or lenders loss payee, as applicable, as soon as possible after the Issue Date) insurance on all its property material to the operation of the business of the Issuer and the Restricted Subsidiaries, taken as a whole, assets in at least such amounts and against at least such risks as are determined described on Schedule V, and (iii) furnish to the Issuing Bank and to each Bank, upon written request, full information as to the insurance carried. The provisions of this Section 9.03 shall be deemed to be supplemental to, but not duplicative of, the provisions of any of the Security Documents that require the maintenance of insurance. (b) The Borrower shall at all times keep, and shall cause each of its Subsidiaries at all times to keep, its property insured in favor of the Collateral Agent, and all policies (including mortgage policies) or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by the Issuer in good faith to be reasonable and prudent, taking into account the risks that are usually insured against in the same general area by companies engaged in the same business Borrower or a business that the Issuer deems reasonably similar, it being understood that this Section shall not prevent the use of deductible or excess loss insurance and shall not prevent its Subsidiaries (other than employee benefit insurance)) (i) shall be endorsed to the Issuer Collateral Agent's satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as loss payee and naming each of the Agents, the Issuing Bank and each of the Banks as an additional insured) with respect to Collateral, (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof by the respective insurer to the Collateral Agent, (iii) shall provide, to the extent available under applicable law, that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Collateral Agent, (iv) shall contain the standard noncontributory mortgagee clause endorsement in favor of the Collateral Agent with respect to hazard insurance coverage, (v) shall provide that any losses shall be payable notwithstanding (A) any act or neglect of the Borrower or any of their Subsidiaries from acting as a self-insurer its Subsidiaries, (B) the occupation or maintaining insurance with another Subsidiary or Subsidiaries use of the Issuer so long properties for purposes more hazardous than those permitted by the terms of the respective policy if such coverage is obtainable at commercially reasonable rates and is of the kind from time to time customarily insured against by Persons owning or using similar property and in such amounts as such action is consistent with sound business practice are customary, (C) any foreclosure or other proceeding relating to the insured properties or (iiD) any change in the Issuer from obtaining title to or ownership or possession of the insured properties and owning insurance policies covering activities (vi) shall be deposited with the Collateral Agent. If the Borrower or any of its SubsidiariesSubsidiaries shall fail to insure its property in accordance with this Section 9.03, or if the Borrower or any of its Subsidiaries shall fail to endorse and deposit all policies or certificates with respect thereto, then the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and the Borrower agrees, to reimburse the Collateral Agent for all costs and expenses of procuring such insurance.

Maintenance of Property and Insurance. (a) Schedule V sets forth a true and complete listing of all insurance maintained by the Borrower and each of its Subsidiaries as of the Effective Date. The Issuer willBorrower shall, and will shall cause each of the Restricted its Subsidiaries to, (i) keep all of their respective material property material to the operation of the useful and necessary in its business of the Issuer and the Restricted Subsidiaries, taken as a whole, in good working order and condition in all material respects, (ordinary wear and tear and fireexcepted), casualty and condemnation excepted; provided that the Parent Guarantor shall not be obligated to comply with the foregoing provisions of this Section 12.13 to the extent that the failure to do so is not adverse in any material respect to the Parent Guarantor and its Restricted Subsidiaries. (bii) The Issuer will, and will cause each of the Restricted Subsidiaries to, maintain insurance with financially sound and reputable insurance companies (and the Issuer shall use commercially reasonable efforts to name the Collateral Agent as an additional insured or lenders loss payee, as applicable, as soon as possible after the Issue Date) insurance on all its property material to the operation of the business of the Issuer and the Restricted Subsidiaries, taken as a whole, assets in at least such amounts and against at least such risks as are determined by described on Schedule V, and (iii) furnish to the Issuer in good faith Issuing Bank and to each Bank, upon written request, full information as to the insurance carried. The provisions of this Section 9.03 shall be deemed to be reasonable and prudentsupplemental to, taking into account but not duplicative of, the risks provisions of any of the Security Documents that are usually insured against in require the same general area by companies engaged in the same business or a business that the Issuer deems reasonably similarmaintenance of insurance. (b) The Borrower shall at all times keep, it being understood that this Section shall not prevent the use of deductible or excess loss insurance and shall not prevent cause each of its Subsidiaries at all times to keep, its property insured in favor of the Collateral Agent, and all policies (including mortgage policies) or certificates (or certified copies thereof) with respect to such insurance (and any (i) shall be endorsed to the Issuer Collateral Agent's satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as loss payee and naming each of the Agents, the Issuing Bank and each of the Banks as an additional insured) with respect to Collateral, (ii) shall state that such insurance policies shall not be cancelled or revised without 30 days' prior written notice thereof by the respective insurer to the Collateral Agent, (iii) shall provide, to the extent available under applicable law, that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Collateral Agent, (iv) shall contain the standard noncontributory mortgagee clause endorsement in favor of the Collateral Agent with respect to hazard insurance coverage, (v) shall provide that any losses shall be payable notwithstanding (A) any act or neglect of the Borrower or any of their Subsidiaries from acting as a self-insurer its Subsidiaries, (B) the occupation or maintaining insurance with another Subsidiary or Subsidiaries use of the Issuer so long properties for purposes more hazardous than those permitted by the terms of the respective policy if such coverage is obtainable at commercially reasonable rates and is of the kind from time to time customarily insured against by Persons owning or using similar property and in such amounts as such action is consistent with sound business practice are customary, (C) any foreclosure or other proceeding relating to the insured properties or (iiD) any change in the Issuer from obtaining title to or ownership or possession of the insured properties and owning insurance policies covering activities (vi) shall be deposited with the Collateral Agent. If the Borrower or any of its SubsidiariesSubsidiaries shall fail to insure its property in accordance with this Section 9.03, or if the Borrower or any of its Subsidiaries shall fail to endorse and deposit all policies or certificates with respect thereto, then the Collateral Agent shall have the right (but shall be under no obligation) to procure such insurance and the Borrower agrees, to reimburse the Collateral Agent for all costs and expenses of procuring such insurance.

Maintenance of Property and Insurance. (a) The Issuer Holdings will, and ------------------------------------- will cause each of the Restricted Subsidiaries its Subsidiaries, Approved Lessees and Facility Managers (as appropriate) to, keep (i) maintain all of their respective material property material to the operation of the business of the Issuer and the Restricted Subsidiaries, taken as a whole, in good working order and condition in all material respects, (ordinary wear and tear and firedamage by casualty excepted), casualty and condemnation excepted; provided that the Parent Guarantor shall not be obligated to comply with the foregoing provisions of this Section 12.13 to the extent that the failure to do so is not adverse in any material respect to the Parent Guarantor and its Restricted Subsidiaries. (bii) The Issuer will, and will cause each of the Restricted Subsidiaries to, maintain insurance with financially sound and reputable insurance companies or qualified self-insurers, insurance on itself and its properties in commercially reasonable amounts, and (iii) furnish to the Administrative Agent and the Issuer Banks from time to time, upon written request, certificates of insurance reasonably acceptable to the Administrative Agent and required under this Agreement and the other Credit Documents and such other information relating to such insurance as the Administrative Agent or any Bank may reasonably request. (b) With respect to each Hotel Property and Senior Living Care Facility, Holdings and its Subsidiaries, as applicable, shall obtain and maintain, or cause to be maintained, insurance providing at least the following coverages: (i) comprehensive all risk insurance on the Improvements on each Hotel Property and Senior Living Care Facility and the Personal Property, including contingent liability from Operation of Building Laws, Demolition Costs and Increased Cost of Construction Endorsements, in each case (A) in an amount equal to 100% of the "Full Replacement Cost," which for purposes of this Agreement shall mean actual replacement value (exclusive of costs of excavations, foundations, underground utilities and footings) with a waiver of depreciation; (B) containing an agreed amount endorsement with respect to the Improvements owned or leased by Holdings or such Subsidiary and Personal Property or a waiver of all co-insurance provisions; (C) with deductibles in such amounts as may be carried by operators of similar facilities or as required by the insurance carrier; and (D) containing an "Ordinance or Law Coverage" or "Enforcement" endorsement if any of the Improvements or the use of the Hotel Property or Senior Living Care Facility shall at any time constitute legal non-conforming structures or uses. The Full Replacement Cost shall be redetermined from time to time (but not more frequently than once in any twelve (12) calendar months) at the request of the Administrative Agent by an appraiser or contractor designated and paid by Holdings or such Subsidiary and approved by the Administrative Agent, or by an engineer or appraiser in the regular employ of the insurer. Notwith- standing the foregoing, if such redetermination is based on an appraisal, the cost thereof shall be paid by Holdings or the related Subsidiary. After the first appraisal, additional appraisals may be based on construction cost indices customarily employed in the trade or as determined by the respective insurance carrier and shall be Holdings' or the related Subsidiary's expense. Such appraisals will not be required so long as the policy is written on a blanket full replacement cost basis with an agreed amount endorsement. No omission on the part of the Administrative Agent to request any such ascertainment shall relieve Holdings or any Subsidiary of any of its obligations under this Section 8.03(b)(i). In addition, Holdings and its Subsidiaries shall obtain (x) flood hazard insurance if any portion of the Improvements is currently or at any time in the future located in a federally designated "special flood hazard area" and (y) earthquake insurance in amounts and in form and substance reasonably satisfactory to the Administrative Agent (but in no event less than the "Probable Maximum Loss" determined by consultants reasonably satisfactory to the Administrative Agent) in the event the Hotel Property or Senior Living Care Facility is located in an area with a high degree of seismic activity, or otherwise as required by the Administrative Agent, provided that the insurance pursuant to preceding clauses (x) and (y) shall be on terms consistent with the comprehensive all risk insurance policy required under this Section 8.03(b)(i), except that the deductible on wind insurance if the Hotel Property or Senior Living Care Facility is located in a coast line area, shall not be in excess of seven and one-half percent (7.5%) of the appraised value of the Hotel Property or Senior Living Care Facility; (ii) commercial general liability insurance against claims for personal injury, bodily injury, death or property damage occurring upon, in or about the Hotel Property or Senior Living Care Facility, including, in the case of Hotel Properties, "Dram Shop" or other liquor liability coverage if alcoholic beverages are sold from or may be consumed at any such Hotel Properties, such insurance (A) to be on the so-called "occurrence" form with a combined single limit of not less than $1,000,000 or such greater amount as may be generally required by institutional lenders for hotels or facilities comparable to the Hotel Property or Senior Living Care Facility; (B) to continue at not less than the aforesaid limit until required to be changed by the Administrative Agent or the Required Banks in writing by reason of changed economic conditions making such protection inadequate; and (C) to cover at least the following hazards: (1) premises and operations; (2) products and completed operations on an "if any" basis; (3) independent contractors; and (4) blanket contractual liability for all written and oral contracts; (iii) business income and rent loss insurance (A) covering all risks required to be covered by the insurance provided for in Section 8.03(b)(i); (B) containing an extended period of indemnity endorsement which provides that from and after the physical loss to the Improvements on each Hotel Property, Senior Living Care Facility and Personal Property has been repaired, the continued loss of income will be insured until such income either returns to the same level it was at prior to the loss, or the expiration of twelve (12) months from the original date of the loss, whichever first occurs, and notwithstanding that the policy may expire prior to the end of such period; and (C) in an amount equal to 100% of the projected house profits plus fixed expenses, to include interest on fixed indebtedness from the Hotel Property or Senior Living Care Facility for a period of twelve (12) months, determined prior to the date hereof and at least once each year thereafter based on the greater of: (x) Holdings' reasonable estimate of the house profits plus fixed expenses, to include interest on fixed indebtedness from the Hotel Property or Senior Living Care Facility, which estimate shall be reasonably satisfactory to the Administrative Agent and (y) the house profits plus fixed expenses, to include interest on fixed indebtedness set forth in the financial statements delivered to the Banks in accordance with this Agreement; (iv) at all times during which structural construction, repairs or alterations are being made with respect to the Improvements on each Hotel Property and Senior Living Care Facility (A) contractor's liability insurance covering claims not covered by or under the terms or provisions of the above mentioned commercial general liability insurance policy; and (B) the insurance provided for in Section 8.03(b)(i) written in a so-called builder's risk completed value form (1) on a non-reporting basis, (2) against all risks insured against pursuant to Section 8.03(b)(i), (3) including permission to occupy such Hotel Property or Senior Living Care Facility, and (4) with an agreed amount endorsement or a waiver of coinsurance provisions; (v) workers' compensation, subject to the statutory limits of the jurisdiction (domestic or foreign) in which the respective Hotel Property or Senior Living Care Facility is located, and employer's liability insurance (A) with a limit per accident and per disease per employee, and (B) in an amount for disease aggregate in respect of any work or operations on or about such Hotel Property or Senior Living Care Facility, or in connection with such Hotel Property or Senior Living Care Facility or its operation (if applicable), in each case reasonably required by the Administrative Agent; (vi) comprehensive boiler and machinery insurance, if applicable, in amounts as shall be reasonably required by the Administrative Agent on terms consistent with the comprehensive all risk insurance policy required under Section 8.03(b)(i); (vii) umbrella liability insurance in an amount not less than $100,000,000 per occurrence or such greater amount as may be generally required by institutional lenders for hotels or senior living facilities comparable to the respective Hotel Properties or Senior Living Care Facilities on terms consistent with the commercial general liability insurance policy required under Section 8.03(b)(ii); (viii) motor vehicle liability coverage for all owned and non-owned vehicles, including rented and leased vehicles containing minimum limits per occurrence of $1,000,000 and an umbrella liability insurance of not less than $4,000,000; (ix) a blanket fidelity bond coverage insuring, among other things, against losses resulting from dishonest or fraudulent acts including losses from acts committed by (A) Holdings' or any of its Subsidiaries' personnel or (B) temporary contract employees or student interns; (x) such other insurance and in such amounts as are required pursuant to any franchise agreements or as the Administrative Agent from time to time may reasonably request against such other insurable hazards which are generally required by institutional lenders for hotels or senior living facilities comparable to the respective Hotel Properties or Senior Living Care Facilities or which are commonly insured against for property similar to the respective Hotel Properties or Senior Living Care Facilities located in or around the region in which the respective Hotel Properties or Senior Living Care Facilities are located; (xi) insurance against terrorist acts in amounts reasonably satisfactory to the Administrative Agent, which may be covered by a standard all-risk policy to the extent available on commercially reasonable efforts terms; and (xii) fiduciary liability insurance and directors and officers liability insurance in amounts and in form and substance reasonably satisfactory to name the Collateral Administrative Agent. (c) All insurance provided for in Section 8.03(b) hereof shall be obtained under valid and enforceable policies (the "Policies"), and shall be subject to the reasonable approval of the Administrative Agent as to insurance companies, amounts, forms and deductibles. The Policies shall be issued by financially sound and responsible insurance companies authorized to do business in the jurisdiction (domestic or foreign) in which each Hotel Property or Senior Living Care Facility is located and approved by the Administrative Agent. Such insurance company must have a general policy rating of A- or better and a financial class of VII or better by A.M. Best Company, Inc., or another financial size rating reasonably acceptable to the Administrative Agent considering market conditions (each such insurer shall be referred to below as a "Qualified Insurer"). Not less than thirty (30) days prior to the expiration dates of the Policies theretofore furnished to the Administrative Agent pursuant to Section 8.03(b), accompanied by evidence reasonably satisfactory to the Administrative Agent of payment of the premiums due thereunder (the "Insurance Premiums"), shall be delivered by Holdings and its Subsidiaries to the Administrative Agent; provided, however, that in the case of renewal Policies, -------- ------- Holdings and its Subsidiaries may furnish the Administrative Agent with certificates of insurance reasonably acceptable to the Administrative Agent therefor to be followed by the original Policies when issued. (d) In the event Holdings or any of its Subsidiaries obtains separate insurance or an umbrella or a blanket Policy, Holdings or such Subsidiary shall notify the Administrative Agent of the same and shall cause certified copies of certificates of insurance reasonably acceptable to the Administrative Agent to be delivered as required in Section 8.03(b). Any blanket insurance Policy shall be written on an occurrence basis for the coverages required hereunder. (e) All Policies of insurance provided for in Section 8.03(b) shall contain clauses or endorsements to the effect that: (i) the Policy shall not be materially changed (other than to increase the coverage provided thereby) or canceled without at least 30 days' written notice to the Administrative Agent and any other party named therein as an additional insured or lenders loss payee, as applicable, as soon as possible after the Issue Date) on all property material to the operation and 10 days notice for non-payment of the business of the Issuer and the Restricted Subsidiaries, taken as a whole, in at least such amounts and against at least such risks as are determined by the Issuer in good faith to be reasonable and prudent, taking into account the risks that are usually insured against in the same general area by companies engaged in the same business or a business that the Issuer deems reasonably similar, it being understood that this Section shall not prevent the use of deductible or excess loss insurance and shall not prevent (i) the Issuer or any of their Subsidiaries from acting as a self-insurer or maintaining insurance with another Subsidiary or Subsidiaries of the Issuer so long as such action is consistent with sound business practice or premium; and (ii) each Policy shall provide that the Issuer from obtaining issuers thereof shall give written notice to the Administrative Agent if the Policy has not been renewed thirty (30) days prior to its expiration. (f) Holdings will furnish to the Administrative Agent and owning to each Bank, on or before thirty (30) days after the renewal of any Policy, a certificate of insurance policies covering activities indicating the amounts of its Subsidiariesinsurance maintained in compliance herewith, of the risks covered by such insurance and of the insurance company or companies which carry such insurance, and, if requested by Administrative Agent or the Required Banks, verification of the adequacy of such insurance by an independent insurance broker or appraiser acceptable to the Administrative Agent.

Maintenance of Property and Insurance. (a) The Issuer Holdings will, and ------------------------------------- will cause each of the Restricted Subsidiaries its Subsidiaries, Approved Lessees and Facility Managers (as appropriate) to, keep (i) maintain all of their respective material property material to the operation of the business of the Issuer and the Restricted Subsidiaries, taken as a whole, in good working order and condition in all material respects, (ordinary wear and tear and firedamage by casualty excepted), casualty and condemnation excepted; provided that the Parent Guarantor shall not be obligated to comply with the foregoing provisions of this Section 12.13 to the extent that the failure to do so is not adverse in any material respect to the Parent Guarantor and its Restricted Subsidiaries. (bii) The Issuer will, and will cause each of the Restricted Subsidiaries to, maintain insurance with financially sound and reputable insurance companies or qualified self-insurers, insurance on itself and its properties in commercially reasonable amounts and, with respect to Hotel Properties, in accordance with clause (b) of this Section 7.03, and with respect to other properties, against such risks as are consistent for companies similarly situated and owning similar properties, and (iii) furnish to the Administrative Agent and the Issuer Banks from time to time, upon written request, certificates of insurance reasonably acceptable to the Administrative Agent and required under this Agreement and the other Credit Documents and such other information relating to such insurance as the Administrative Agent or any Bank may reasonably request. (b) With respect to each Hotel Property, Holdings and its Subsidiaries, as applicable, shall obtain and maintain, or cause to be maintained, insurance providing at least the following coverages: (i) comprehensive all risk insurance on the Improvements on each Hotel Property and the Personal Property, including contingent liability from Operation of Building Laws, Demolition Costs and Increased Cost of Construction Endorsements, in each case (A) in an amount equal to 100% of the "Full Replacement Cost," which for purposes of this Agreement shall mean actual replacement value (exclusive of costs of excavations, foundations, underground utilities and footings) with a waiver of depreciation; (B) containing an agreed amount endorsement with respect to the Improvements owned or leased by Holdings or such Subsidiary and Personal Property or a waiver of all co-insurance provisions; (C) with deductibles in such amounts as may be carried by operators of similar facilities or as required by the insurance carrier; and (D) containing an "Ordinance or Law Coverage" or "Enforcement" endorsement if any of the Improvements or the use of the Hotel Property shall at any time constitute legal non-conforming structures or uses. The Full Replacement Cost shall be redetermined from time to time (but not more frequently than once in any twelve (12) calendar months) at the request of the Administrative Agent by an appraiser or contractor designated and paid by Holdings or such Subsidiary and approved by the Administrative Agent, or by an engineer or appraiser in the regular employ of the insurer. Notwithstanding the foregoing, if such redetermination is based on an appraisal, the cost thereof shall be paid by Holdings or the related Subsidiary. After the first appraisal, additional appraisals may be based on construction cost indices customarily employed in the trade or as determined by the respective insurance carrier and shall be Holdings' or the related Subsidiary's expense. Such appraisals will not be required so long as the policy is written on a blanket full replacement cost basis with an agreed amount endorsement. No omission on the part of the Administrative Agent to request any such ascertainment shall relieve Holdings or any Subsidiary of any of its obligations under this Section 7.03(b)(i). In addition, Holdings and its Subsidiaries shall obtain (x) flood hazard insurance if any portion of the Improvements is currently or at any time in the future located in a federally designated "special flood hazard area" and (y) earthquake insurance in amounts and in form and substance reasonably satisfactory to the Administrative Agent (but in no event less than the "Probable Maximum Loss" determined by consultants reasonably satisfactory to the Administrative Agent) in the event the Hotel Property is located in an area with a high degree of seismic activity, or otherwise as required by the Administrative Agent, provided that the insurance pursuant to preceding clauses (x) and (y) shall be on terms consistent with the comprehensive all risk insurance policy required under this Section 7.03(b)(i), except that the deductible on wind insurance if the Hotel Property is located in a coast line area, shall not be in excess of seven and one-half percent (7.5%) of the appraised value of the Hotel Property; (ii) commercial general liability insurance against claims for personal injury, bodily injury, death or property damage occurring upon, in or about the Hotel Property, including "Dram Shop" or other liquor liability coverage if alcoholic beverages are sold from or may be consumed at any such Hotel Properties, such insurance (A) to be on the so-called "occurrence" form with a combined single limit of not less than $1,000,000 or such greater amount as may be generally required by institutional lenders for hotels or facilities comparable to the Hotel Property; (B) to continue at not less than the aforesaid limit until required to be changed by the Administrative Agent or the Required Banks in writing by reason of changed economic conditions making such protection inadequate; and (C) to cover at least the following hazards: (1) premises and operations; (2) products and completed operations on an "if any" basis; (3) independent contractors; and (4) blanket contractual liability for all written and oral contracts; (iii) business income and rent loss insurance (A) covering all risks required to be covered by the insurance provided for in Section 7.03(b)(i); (B) containing an extended period of indemnity endorsement which provides that from and after the physical loss to the Improvements on each Hotel Property and Personal Property has been repaired, the continued loss of income will be insured until such income either returns to the same level it was at prior to the loss, or the expiration of twelve (12) months from the original date of the loss, whichever first occurs, and notwithstanding that the policy may expire prior to the end of such period; and (C) in an amount equal to 100% of the projected house profits plus fixed expenses, to include interest on fixed indebtedness from the Hotel Property for a period of twelve (12) months, determined prior to the date hereof and at least once each year thereafter based on the greater of: (x) Holdings' reasonable estimate of the house profits plus fixed expenses, to include interest on fixed indebtedness from the Hotel Property, which estimate shall be reasonably satisfactory to the Administrative Agent and (y) the house profits plus fixed expenses, to include interest on fixed indebtedness set forth in the financial statements delivered to the Banks in accordance with this Agreement; (iv) at all times during which structural construction, repairs or alterations are being made with respect to the Improvements on each Hotel Property (A) contractor's liability insurance covering claims not covered by or under the terms or provisions of the above mentioned commercial general liability insurance policy; and (B) the insurance provided for in Section 7.03(b)(i) written in a so-called builder's risk completed value form (1) on a non-reporting basis, (2) against all risks insured against pursuant to Section 7.03(b)(i), (3) including permission to occupy such Hotel Property, and (4) with an agreed amount endorsement or a waiver of co-insurance provisions; (v) workers' compensation, subject to the statutory limits of the jurisdiction (domestic or foreign) in which the respective Hotel Property is located, and employer's liability insurance (A) with a limit per accident and per disease per employee, and (B) in an amount for disease aggregate in respect of any work or operations on or about such Hotel Property, or in connection with such Hotel Property or its operation (if applicable), in each case reasonably required by the Administrative Agent; (vi) comprehensive boiler and machinery insurance, if applicable, in amounts as shall be reasonably required by the Administrative Agent on terms consistent with the comprehensive all risk insurance policy required under Section 7.03(b)(i); (vii) umbrella liability insurance in an amount not less than $100,000,000 per occurrence or such greater amount as may be generally required by institutional lenders for hotels comparable to the respective Hotel Properties on terms consistent with the commercial general liability insurance policy required under Section 7.03(b)(ii); (viii) motor vehicle liability coverage for all owned and non-owned vehicles, including rented and leased vehicles containing minimum limits per occurrence of $1,000,000 and an umbrella liability insurance of not less than $4,000,000; (ix) a blanket fidelity bond coverage insuring, among other things, against losses resulting from dishonest or fraudulent acts including losses from acts committed by (A) Holdings' or any of its Subsidiaries' personnel or (B) temporary contract employees or student interns; (x) such other insurance and in such amounts as are required pursuant to any franchise agreements or as the Administrative Agent from time to time may reasonably request against such other insurable hazards which are generally required by institutional lenders for hotels or senior living facilities comparable to the respective Hotel Properties or which are commonly insured against for property similar to the respective Hotel Properties located in or around the region in which the respective Hotel Properties are located; (xi) insurance against terrorist acts in amounts reasonably satisfactory to the Administrative Agent, which may be covered by a standard all-risk policy to the extent available on commercially reasonable efforts terms; and (xii) fiduciary liability insurance and directors and officers liability insurance in amounts and in form and substance reasonably satisfactory to name the Collateral Administrative Agent. (c) All insurance provided for in Section 7.03(b) hereof shall be obtained under valid and enforceable policies (the "Policies"), and shall be subject to the reasonable approval of the Administrative Agent as to insurance companies, amounts, forms and deductibles. The Policies shall be issued by financially sound and responsible insurance companies authorized to do business in the jurisdiction (domestic or foreign) in which each Hotel Property is located and approved by the Administrative Agent. Such insurance company must have a general policy rating of A- or better and a financial class of VII or better by A.M. Best Company, Inc., or another financial size rating reasonably acceptable to the Administrative Agent considering market conditions (each such insurer shall be referred to below as a "Qualified Insurer"). Not less than thirty (30) days prior to the expiration dates of the Policies theretofore furnished to the Administrative Agent pursuant to Section 7.03(b), accompanied by evidence reasonably satisfactory to the Administrative Agent of payment of the premiums due thereunder (the "Insurance Premiums"), shall be delivered by Holdings and its Subsidiaries to the Administrative Agent; provided, however, -------- ------- that in the case of renewal Policies, Holdings and its Subsidiaries may furnish the Administrative Agent with certificates of insurance reasonably acceptable to the Administrative Agent therefor to be followed by the original Policies when issued. (d) In the event Holdings or any of its Subsidiaries obtains separate insurance or an umbrella or a blanket Policy, Holdings or such Subsidiary shall notify the Administrative Agent of the same and shall cause certified copies of certificates of insurance reasonably acceptable to the Administrative Agent to be delivered as required in Section 7.03(b). Any blanket insurance Policy shall be written on an occurrence basis for the coverages required hereunder. (e) All Policies of insurance provided for in Section 7.03(b) shall contain clauses or endorsements to the effect that: (i) the Policy shall not be materially changed (other than to increase the coverage provided thereby) or canceled without at least 30 days' written notice to the Administrative Agent and any other party named therein as an additional insured or lenders loss payee, as applicable, as soon as possible after the Issue Date) on all property material to the operation and 10 days notice for non-payment of the business of the Issuer and the Restricted Subsidiaries, taken as a whole, in at least such amounts and against at least such risks as are determined by the Issuer in good faith to be reasonable and prudent, taking into account the risks that are usually insured against in the same general area by companies engaged in the same business or a business that the Issuer deems reasonably similar, it being understood that this Section shall not prevent the use of deductible or excess loss insurance and shall not prevent (i) the Issuer or any of their Subsidiaries from acting as a self-insurer or maintaining insurance with another Subsidiary or Subsidiaries of the Issuer so long as such action is consistent with sound business practice or premium; and (ii) each Policy shall provide that the Issuer from obtaining issuers thereof shall give written notice to the Administrative Agent if the Policy has not been renewed thirty (30) days prior to its expiration. (f) Holdings will furnish to the Administrative Agent and owning to each Bank, on or before thirty (30) days after the renewal of any Policy, a certificate of insurance policies covering activities indicating the amounts of its Subsidiariesinsurance maintained in compliance herewith, of the risks covered by such insurance and of the insurance company or companies which carry such insurance, and, if requested by Administrative Agent or the Required Banks, verification of the adequacy of such insurance by an independent insurance broker or appraiser acceptable to the Administrative Agent.

Maintenance of Property and Insurance. (a) The Issuer will, and will cause each of the Restricted Subsidiaries to, keep all of their respective property material to the operation of the business of the Issuer and the Restricted Subsidiaries, taken as a whole, in good working order and condition in all material respects, ordinary wear and tear and fire, casualty and condemnation excepted; provided provided, that the Parent Guarantor shall not be obligated to comply with the foregoing provisions of this Section 12.13 to the extent that the failure to do so is not adverse in any material respect to the Parent Guarantor and its Restricted Subsidiaries. (b) The Issuer will, and will cause each of the Restricted Subsidiaries to, maintain insurance with financially sound and reputable insurance companies (and the Issuer shall use commercially reasonable efforts to name the Collateral Agent as an additional insured or lenders loss payee, as applicable, as soon as possible after the Issue Date) on all property material to the operation of the business of the Issuer and the Restricted Subsidiaries, taken as a whole, in at least such amounts and against at least such risks as are determined by the Issuer in good faith to be reasonable and prudent, taking into account the risks that are usually insured against in the same general area by companies engaged in the same business or a business that the Issuer deems reasonably similar, it being understood that this Section shall not prevent the use of deductible or excess loss insurance and shall not prevent (i) the Issuer or any of their Subsidiaries from acting as a self-insurer or maintaining insurance with another Subsidiary or Subsidiaries of the Issuer so long as such action is consistent with sound business practice or (ii) the Issuer from obtaining and owning insurance policies covering activities of its Subsidiaries.

Maintenance of Property and Insurance. (a) The Issuer Holdings will, and will cause each of the Restricted Subsidiaries to, keep all of their respective property material to the operation of the business of the Issuer Holdings and the Restricted Subsidiaries, taken as a whole, in good working order and condition in all material respects, ordinary wear and tear and fire, casualty and condemnation excepted; provided provided, that the Parent Guarantor Holdings shall not be obligated to comply with the foregoing provisions of this Section 12.13 to the extent that the failure to do so is not adverse in any material respect to the Parent Guarantor Holdings and its Restricted Subsidiaries. (b) The Issuer Holdings will, and will cause each of the Restricted Subsidiaries to, maintain insurance with financially sound and reputable insurance companies (and the Issuer Holdings shall use commercially reasonable efforts to name the Collateral Agent as an additional insured or lenders loss payee, as applicable, as soon as possible thirty (30) days after the Issue DateDate (or such later date as the Applicable Collateral Agent may agree) in form and substance reasonably satisfactory to the Collateral Agent) on all property material to the operation of the business of the Issuer Holdings and the Restricted Subsidiaries, taken as a whole, in at least such amounts and against at least such risks as are determined by the Issuer Holdings in good faith to be reasonable and prudent, taking into account the risks that are usually insured against in the same general area by companies engaged in the same business or a business that the Issuer Holdings deems reasonably similar, it being understood that this Section shall not prevent the use of deductible or excess loss insurance and shall not prevent (i) the Issuer Holdings or any of their its Subsidiaries from acting as a self-insurer or maintaining insurance with another Subsidiary or Subsidiaries of the Issuer Holdings so long as such action is consistent with sound business practice or (ii) the Issuer Holdings from obtaining and owning insurance policies covering activities of its Subsidiaries. Holdings will deliver evidence of such coverage to the Collateral Agent; use commercially reasonable efforts to cause each such policy to provide that it shall not be canceled (i) by reason of nonpayment of premium upon not less than 10 days’ prior written notice thereof by the insurer to the Collateral Agent (giving the Collateral Agent the right to cure defaults in the payment of premiums) or (ii) for any other reason upon not less than 30 days’ prior written notice thereof by the insurer to the the Collateral Agent.

Maintenance of Property and Insurance. (a) The Issuer will, and will cause each of the Restricted Subsidiaries to, keep all of their its respective property material to the operation of the business of the Issuer and the Restricted Subsidiaries, taken as a whole, in good working order and condition in all material respects, ordinary wear and tear and fire, casualty and condemnation excepted; provided provided, that the Parent Guarantor Issuer shall not be obligated to comply with the foregoing provisions of this Section 12.13 to the extent that the failure to do so is not adverse in any material respect to the Parent Guarantor Issuer and its Restricted Subsidiaries. (b) The Issuer will, and will cause each of the Restricted Subsidiaries to, maintain insurance with financially sound and reputable insurance companies (and the Issuer shall use commercially reasonable efforts to name the Notes Collateral Agent as an additional insured or lenders loss payee, as applicable, as soon as possible thirty (30) days after the Issue DateDate (or such later date as the Controlling Collateral Agent (as defined in the Pari Passu Intercreditor Agreement) may agree) in form and substance reasonably satisfactory to the Notes Collateral Agent) on all property material to the operation of the business of the Issuer and the Restricted Subsidiaries, taken as a whole, in at least such amounts and against at least such risks as are determined by the Issuer in good faith to be reasonable and prudent, taking into account the risks that are usually insured against in the same general area by companies engaged in the same business or a business that the Issuer deems reasonably similar, it being understood that this Section shall not prevent the use of deductible or excess loss insurance and shall not prevent (i) the Issuer or any of their its Subsidiaries from acting as a self-insurer or maintaining insurance with another Subsidiary or Subsidiaries of the Issuer so long as such action is consistent with sound business practice or (ii) the Issuer from obtaining and owning insurance policies covering activities of its Subsidiaries. The Issuer will deliver evidence of such coverage to the Notes Collateral Agent; use commercially reasonable efforts to cause each such policy to provide that it shall not be canceled (i) by reason of nonpayment of premium upon not less than 10 days’ prior written notice thereof by the insurer to the Notes Collateral Agent (giving the Notes Collateral Agent the right to cure defaults in the payment of premiums) or (ii) for any other reason upon not less than 30 days’ prior written notice thereof by the insurer to the Notes Collateral Agent.