Common use of Owner’s Insurance Clause in Contracts

Owner’s Insurance. At Owner’s discretion, Manager shall obtain and keep in full force and effect, and at Owner’s cost, the following insurance or such additional insurance as may be required under the terms of any Loan Documents: (a) Commercial property insurance on special form protecting against physical loss to each Property, including business interruption losses and terrorism losses, in an amount equal to the full replacement cost of each Property. Such property insurance shall contain appropriate clauses pursuant to which the insurance carrier shall waive all rights of subrogation against “Manager” with respect to losses payable under such policy; any deductible or self-insured retention amounts with respect to such insurance shall be the sole and exclusive responsibility of Owner. (b) Commercial General Liability Insurance, including personal injury liability coverage, naming Manager and any mortgagee or superior lessor as an additional named insured and includes the following minimum primary limits with umbrella/excess liability of $5,000,000 in excess thereof: $1,000,000 each occurrence; and $2,000,000 general aggregate. (c) Workers’ Compensation in an amount of coverage which is not less than applicable statutory limits of the state(s) in which any employee resides, is hired and in which the Services are being performed. (d) Employer’s Liability Insurance in the amount of $1,000,000 each accident for bodily injury by accident, $1,000,000 each employee for bodily injury by disease, and $1,000,000 policy limit for bodily injury by disease, or such other amount as may be required by umbrella policy to effect umbrella coverage and Manager shall obtain and deliver to Owner waivers of subrogation. Any deductible with respect to such insurance shall be primary and the sole and exclusive responsibility of Owner, except to the extent that such liability relates to Manager’s gross negligence or willful misconduct or any act of Manager which is beyond the scope of Manager’s authority under this Agreement. Such liability insurance policies shall be primary and non-contributory with any similar insurance carried by Manager for its account except to the extent that such liability relates to Manager’s indemnification obligations found above. All such policies shall name Manager as additional insured, and shall be endorsed with appropriate waivers of subrogation rights against Manager.

Owner’s Insurance. At (a) During the Term of this Agreement, Owner’s discretion, Manager shall obtain and keep in full force and effect, and at Owner’s costexpense, the following insurance or such additional insurance as may be required under the terms of any Loan Documents: (a) Commercial property shall carry and maintain commercial general liability insurance on special form protecting against physical loss an “occurrence” basis, naming Manager as an additional insured, with limits of not less than $3,000,000 per occurrence and in the aggregate, per location, covering bodily injury, property damage and personal injury (the “Owner’s Liability Insurance”). The carrier for the Owner’s Liability Insurance shall have an A.M. Best Rating of A-/VII or higher. Owner’s Liability Insurance shall include coverage for losses arising from the ownership, management and operation of the Property and shall be written or endorsed to each Propertyapply primary and non-contributory to insurance maintained by Manager under Section 8.2(a) below. If Owner’s Liability Insurance has a deductible, including business interruption or similar clause, Owner shall be responsible for paying any losses that are not covered by Owner’s Liability Insurance because of said deductible or similar clause. Owner shall provide to Manager a written certificate from the carrier reflecting that Owner’s Liability Insurance is effective in accordance with this Section 8.1 and terrorism losses, in an amount equal that Owner’s Liability Insurance will not be canceled or modified without thirty (30) days prior written notice to the full replacement cost of each PropertyManager. Such property insurance Owner shall contain appropriate clauses pursuant to which the have its insurance carrier shall waive all rights of subrogation against “Manager” with respect accept these coverage requirements by endorsement to losses payable under such its policy; any deductible or self-insured retention amounts with respect to such insurance shall be the sole and exclusive responsibility of Owner. (b) Commercial General Liability InsuranceOwner shall cause to be placed and kept in force fire and extended coverage insurance and such other property and casualty insurance as Owner may elect, including personal injury liability at Owner’s expense. The provisions of Section 8.3 shall specifically extend to such coverage, naming . Owner shall furnish to Manager the appropriate endorsement and certificate of insurance with respect to any mortgagee or superior lessor as an additional named insured and includes the following minimum primary limits with umbrella/excess liability of $5,000,000 in excess thereof: $1,000,000 each occurrence; and $2,000,000 general aggregatesuch insurance. (c) Workers’ Compensation in an amount of coverage which Manager shall promptly report to Owner, as soon as is not less than applicable statutory limits reasonably practicable after Manager becomes actually aware of the state(s) in which same, all accidents and incidents occurring on or about the Property and any employee residesinsured damage or destruction to the Property. Manager shall not be responsible for processing or settlement of claims, is hired and in which the Services are being performedbut Manager shall reasonably assist Owner with processing said claims upon Owner’s request. (d) EmployerManager recommends to Owner that resident liability insurance be required of each tenant at the Project, at the tenant’s Liability Insurance cost, unless such a requirement is in violation of any applicable law or regulation. If, at the amount direction of $1,000,000 each accident for bodily injury by accidentthe Owner, $1,000,000 each employee for bodily injury by disease, and $1,000,000 policy limit for bodily injury by diseaseManager implements a renter’s insurance program at the Project whether it is a limited liability, or limited liability and personal contents coverage policy, any such policy held by the resident shall not remove, replace, reduce, or in any way modify the parties’ indemnification obligations herein or the requirements of Owner or Manager to provide insurance and indemnification in accordance with this Agreement. Manager agrees to use commercially reasonable efforts to insure compliance on the part of Project residents with any such programs. Manager assumes no responsibility, liability or reduction in payment of its Base Management Fee as a result of any expense incurred by Owner, including but not limited to payment by Owner of any insurance deductible amount, caused by the failure of a resident to have renter’s insurance in place. This exclusion of liability on Manager’s part applies whether the resident failed to procure renter’s insurance at the time of initial lease signing, at the time the resident’s renter’s insurance policy came up for renewal, or at any other amount as may be required by umbrella policy to effect umbrella time. (e) Owner acknowledges that Manager is not an expert or consultant regarding insurance coverage and Manager shall obtain and deliver to requirements; accordingly, Owner waivers of subrogation. Any deductible assumes all risks with respect to such the adequacy of insurance shall be primary and the sole and exclusive responsibility of Owner, except to the extent that such liability relates to Manager’s gross negligence or willful misconduct or any act of Manager which is beyond the scope of Manager’s authority under this Agreement. Such liability insurance policies shall be primary and non-contributory with any similar insurance carried by Manager for its account except to the extent that such liability relates to Manager’s indemnification obligations found above. All such policies shall name Manager as additional insured, and shall be endorsed with appropriate waivers of subrogation rights against Managercoverage.

Owner’s Insurance. At If requested by the Owner’s discretion, the Manager shall cause to be placed and kept in force all forms of insurance required by the Owner and/or the Annual Plan or required by any mortgage, deed of trust or other security agreement covering all or any part of the Property. The Manager is to be named as an additional insured on the general liability policies in its capacity as managing agent. All such insurance coverage shall be placed through insurance companies and brokers selected or approved by the Owner, with limits, values and deductibles established by the Owner and with such beneficial interests appearing therein as shall be acceptable to the Owner and otherwise shall be in conformity with the requirements of the Annual Plan and the Owner. Should the Owner elect to place such insurance coverage directly, the Manager shall be named as an additional insured on the general liability policies in its capacity as managing agent, and the Owner will provide the Manager with a certificate of insurance evidencing such coverage. If requested to do so by the Owner, the Manager shall duly and punctually pay on behalf of the Owner, with funds provided by the Owner, all premiums with respect thereto, prior to the time the policy would lapse due to nonpayment. If any lease requires the Owner to provide insurance certificates to tenants thereunder, the Manager shall obtain such insurance certificates from the Owner and keep provide a copy thereof to tenants in full force accordance with their respective leases. The Manager shall promptly investigate all accidents, claims or damages of which the Manager has knowledge relating to the operation and effectmaintenance of the Property, and at any damage or destruction to the Property, and make a full and timely written report regarding such events, the damages, liabilities and losses resulting therefrom, and the estimated cost of repair thereof (i) to the Owner and (ii) if the damages, liabilities, losses, or cost of repair, resulting from any such events exceeds the deductible under the Owner’s costor Manager’s applicable insurance policy, to the following insurance broker. If and to the extent that any damages, liabilities, losses, or costs of repair resulting from any of the events described in the immediately preceding sentence exceed the applicable deductibles under Owner’s or Manager’s, as the case may be, insurance policies, then Manager shall prepare any and all reports required by any insurance company in connection therewith. All such additional reports shall be filed timely with the insurance as may be broker to the extent required under the terms of any Loan Documents: (a) Commercial property insurance on special form protecting against physical loss to each Property, including business interruption losses and terrorism losses, in an amount equal to the full replacement cost of each Property. Such property insurance shall contain appropriate clauses pursuant to which the insurance carrier policy involved. The Manager shall waive all rights have no right to settle, compromise or otherwise dispose of subrogation against “Manager” with respect to losses payable under such policy; any deductible claims, demands or self-insured retention amounts with respect to such insurance shall be liabilities, whether or not covered by insurance, without the sole and exclusive responsibility prior written consent of the Owner. (b) Commercial General Liability Insurance, including personal injury liability coverage, naming Manager and any mortgagee or superior lessor as an additional named insured and includes the following minimum primary limits with umbrella/excess liability of $5,000,000 in excess thereof: $1,000,000 each occurrence; and $2,000,000 general aggregate. (c) Workers’ Compensation in an amount of coverage which is not less than applicable statutory limits of the state(s) in which any employee resides, is hired and in which the Services are being performed. (d) Employer’s Liability Insurance in the amount of $1,000,000 each accident for bodily injury by accident, $1,000,000 each employee for bodily injury by disease, and $1,000,000 policy limit for bodily injury by disease, or such other amount as may be required by umbrella policy to effect umbrella coverage and Manager shall obtain and deliver to Owner waivers of subrogation. Any deductible with respect to such insurance shall be primary and the sole and exclusive responsibility of Owner, except to the extent that such liability relates to Manager’s gross negligence or willful misconduct or any act of Manager which is beyond the scope of Manager’s authority under this Agreement. Such liability insurance policies shall be primary and non-contributory with any similar insurance carried by Manager for its account except to the extent that such liability relates to Manager’s indemnification obligations found above. All such policies shall name Manager as additional insured, and shall be endorsed with appropriate waivers of subrogation rights against Manager.

Owner’s Insurance. Owner shall maintain in full force and effect with respect to the Property and any personal property of Owner located at the Property and used in connection therewith, insurance policies satisfactory to Owner issued by insurance companies, which have an A.M. Best General Policyholder’s Service rating of not less than “A- VIII” (or otherwise satisfactory to Owner), which are licensed, or approved to do business, in the state in which the Property is located and which are otherwise satisfactory to Owner. At the request of Owner’s discretion, Manager shall obtain and keep in full force and effect, and same at Owner’s costexpense, subject to the review and acceptance of all coverage by Owner. If requested by Owner, such policies shall provide the following insurance or such additional insurance as may be required under the terms of any Loan Documentscoverages: (a) Commercial All Risk property damage insurance on special form protecting against physical loss to each Propertyincluding, including business interruption losses without limitation, fire, flood, sprinkler leakage, water damage and terrorism lossesearthquake, if applicable and available at commercially reasonable rates, in an amount and with an agreed amount endorsement sufficient to prevent Owner from becoming a co-insurer in any loss under the policy or equal to the full replacement cost of each the Property, the lesser of the two, and a deductible approved by Owner. Such property The policies of insurance carried in accordance with this subsection 5.1(a) shall contain appropriate clauses pursuant to which the insurance carrier shall waive all rights (i) a replacement cost endorsement without deduction for depreciation or obsolescence and (ii) a waiver of subrogation against “Manager” with respect clause, all in form satisfactory to losses payable under such policy; any deductible or self-insured retention amounts with respect to such insurance shall be the sole and exclusive responsibility of Owner. (b) Commercial General Liability InsuranceRental value insurance on the Property, including personal injury liability coverageif applicable, naming Manager and any mortgagee or superior lessor as an additional named insured and includes the following with a minimum primary limits with umbrella/excess liability of $5,000,000 in excess thereof: $1,000,000 each occurrence; and $2,000,000 general aggregatetwelve (12) month indemnity period. (c) Workers’ Compensation in Business Interruption Insurance, if applicable, on an amount of coverage which is not less than applicable statutory limits of the state(seighty percent (80%) in which any employee residesGross Earnings Form, is hired with a minimum twelve (12) month indemnity period and in which the Services are being performedincluding ordinary payroll coverages. (d) Employer’s Commercial General and Excess Liability Insurance in the amount Insurance, written on an occurrence basis, including blanket contractual liability, products and completed operations and personal injury coverage with a combined single limit for any one occurrence of $1,000,000 each accident 15,000,000 or such higher limit as Owner may from time to time request. Such requirement may be satisfied by a layering of Commercial General Liability, Umbrella and Excess Liability policies, but in no event will the liability insurance be written for bodily injury by accident, an amount less than $1,000,000 each employee for bodily injury by disease, and $1,000,000 policy 15,000,000 combined single limit for bodily injury and property damage liability. (e) Boiler and Machinery Breakdown Direct Damage Insurance and third party liability coverage (if not covered under the Commercial General Liability Policy) with full comprehensive coverage on a repair and replacement basis for all HVAC equipment, electrical equipment, boilers and machinery which form a part of the Property including Business Interruption Coverage for Loss of Rental Income in connection therewith in accordance with subsection 5.1(c) hereof. (f) During the course of any construction or repair of Improvements or during the course of Restoration on the Property (other than Tenant leasehold Improvements), Builder’s Risk Insurance on a completed value basis and on a non reporting form against “all risks of physical loss,” including flood (if available at commercially reasonable rates), earthquake (if available at commercially reasonable rates), collapse and transit coverage (if available at commercially reasonable rates), during construction of such Improvements or Restoration, with deductibles satisfactory to Owner, covering the replacement cost value of work performed and the equipment, supplies and materials furnished (unless such equipment, supplies and materials are required to be insured by diseasecontractors or vendors) and rent loss insurance for a period not less than twelve (12) months in an amount satisfactory to Owner. Such policy of insurance shall contain a “permission to occupy upon completion of work or occupancy” endorsement, a waiver of coinsurance or such an agreed amount endorsement and an agreement by the insurer that following a loss, the insurer will pay to the insured (i) the full value of the loss (less the deductible) provided Owner is required to or elects to rebuild or (ii) the actual cash value of the loss in the event Owner is not required to or does not elect to rebuild. (g) Such other amount as may be required by umbrella policy to effect umbrella coverage and Manager shall obtain and deliver to Owner waivers of subrogation. Any deductible insurance with respect to the Property, in such insurance shall be primary and amounts as Owner (or any lender in connection with a Financing) from time to time may require against such other insurable hazards which at the sole and exclusive responsibility time are commonly insured against in respect of Owner, except property similar to the extent that such liability relates to Manager’s gross negligence or willful misconduct or any act of Property. Manager which is beyond the scope of Manager’s authority under this Agreement. Such liability shall submit all insurance policies shall be primary it obtains on behalf of Owner pursuant to this Section 5.1 for Owner’s review and non-contributory with any similar insurance carried by Manager for its account except to the extent that such liability relates to Manager’s indemnification obligations found above. All such policies shall name Manager as additional insured, and shall be endorsed with appropriate waivers of subrogation rights against Managerapproval.

Owner’s Insurance. At Owner’s discretionOwner shall maintain or cause to be maintained, Manager shall obtain and keep in full force and effect, at its expense and at Owner’s costall times during the term of this Agreement, the following insurance or such additional insurance as coverages which may be required under the terms of any Loan Documentsmaintained pursuant to Owner’s portfolio insurance: (ai) Commercial Property Insurance that, when combined with any tenant's coverage, provides replacement cost valuation coverage for all risks covered by all risk property insurance on or special form protecting against physical loss to each Propertycauses of loss, including business interruption losses and terrorism lossesbuilders risk if applicable, in an amount equal to with policy limits of at least 100% of the full replacement cost of each Propertythe buildings, improvements, and personal property of Owner from time to time located on the Project. Such Any deductible in such policy shall not exceed an amount that is commercially reasonable. (ii) Commercial General Liability Insurance (“CGL”) and Umbrella Liability Insurance, written on an occurrence basis, including contractual liability coverage, with limits per location of not less than $10,000,000 combined for bodily injury and property damage liability. This policy will name Management Company as an insured while acting as Owner's property manager and will be primary and will not seek contribution from insurance shall contain appropriate clauses pursuant to which afforded under the insurance carrier shall waive all rights policies described in 7(c) below while Management Company is acting within the scope of subrogation against “Manager” with respect to losses payable under such policy; its duties as property manager. Should any deductible or self-insured retention amounts (“SIR”) or deductible be incorporated within the policy of insurance, the responsibility to fund such financial obligations shall rest entirely with Owner and such SIR/deductible shall be deemed covered in accordance with the CGL form required; provided, however, in no event shall such SIR or deductible exceed an amount that is commercially reasonable. (iii) The CGL and Umbrella Liability Insurance required by Section 6(b)(ii) shall name Management Company and such other persons or entities as Management Company may reasonably request from time to time, and their respective officers, directors, shareholders, partners, members, employees, subsidiaries, agents, affiliates, contractors, trustees, beneficiaries, licensees, successors, and assigns, as additional insureds (“Additional Insureds”) with respect to such liability arising out of or related to this Agreement. Such insurance shall be provide primary coverage without contribution from any other insurance carried by or for the sole and exclusive responsibility benefit of OwnerOwner or other Additional Insureds. (biv) Commercial General Liability Insurance, including personal injury liability coverage, naming Manager and any mortgagee or superior lessor as an additional named insured and includes the following minimum primary limits with umbrella/excess liability Crime insurance policy in a sum of $5,000,000 in excess thereof: $1,000,000 each occurrence; and $2,000,000 general aggregate. (c) Workers’ Compensation in an amount of coverage which is not less than applicable statutory limits of One Million Dollars ($1,000,000) which policy shall include (on a sublimit basis if necessary) the state(s) following: employee theft, ERISA fidelity, forgery, alteration, theft on premises, theft in which any employee residestransit, is hired and in which the Services are being performed. (d) Employer’s Liability Insurance in the amount of $1,000,000 each accident for bodily injury by accident, $1,000,000 each employee for bodily injury by diseasecomputer fraud, and $1,000,000 funds transfer fraud. The coverage under such policy limit for bodily injury shall include, but is not limited to, the following: (A) money, (B) securities, (C) negotiable financial instruments, (D) checks, drafts, promissory notes, bills of exchange, and similar promises, orders, and directions to pay certain sums of money, and (E) transactions involving credit, debit and charge cards. Certificates evidencing the renewal or replacement of all policies of insurance to be procured by diseaseOwner pursuant to this Section 6(b) shall be delivered by Owner to Management Company promptly following the renewal of each respective policy term. A copy of such policies shall be provided to Management Company upon request. The failure by Owner to obtain or maintain any insurance meeting the requirements of this Section 6(b), or such other amount as may be to deliver to Management Company within ten (10) business days of Management Company’s request the policies or certificates required by umbrella policy to effect umbrella coverage and Manager shall obtain and deliver to Owner waivers of subrogation. Any deductible with respect to such insurance this Section 6(b), shall be primary and the sole and exclusive responsibility an occurrence of Owner, except to the extent that such liability relates to Manager’s gross negligence or willful misconduct or any act of Manager which is beyond the scope of Manager’s authority default under this Agreement. Such In the event that Owner fails to maintain crime insurance coverage as set forth above, then Management Company shall not be responsible for any claim, loss or liability insurance policies shall be primary and non-contributory with any similar insurance carried which would have been covered by Manager for its account except to such insurance, unless the extent that such claim, loss or liability relates to Manager’s indemnification obligations found above. All such policies shall name Manager as additional insuredarises from the gross negligence, and shall be endorsed with appropriate waivers willful misconduct, fraud or criminal acts of subrogation rights against ManagerManagement Company.

Owner’s Insurance. At Owner’s discretionOwner shall maintain or cause to be maintained, Manager shall obtain and keep in full force and effect, at its expense and at Owner’s costall times during the term of this Agreement, the following insurance or such additional insurance as which may be required under the terms of any Loan Documents:maintained pursuant to Owner’s portfolio insurance; (ai) Commercial Property Insurance that, when combined with any tenant's coverage, provides replacement cost valuation coverage for all risks covered by all risk property insurance on or special form protecting against physical loss to each Propertycauses of loss, including business interruption losses and terrorism lossesbuilders risk if applicable, in an amount equal to with policy limits of at least 100% of the full replacement cost of each Propertythe buildings, improvements, and personal property of Owner from time to time located on the Project. Such Any deductible in such policy shall not exceed an amount that is commercially reasonable. (ii) Commercial General Liability Insurance (CGL) and Umbrella Liability Insurance, written on an occurrence basis, including contractual liability coverage, with limits per location of not less than $10,000,000 combined for bodily injury and property damage liability. This policy will name Management Company as an insured while acting as Owner's property manager, and will be primary and will not seek contribution from insurance shall contain appropriate clauses pursuant to which afforded under the insurance carrier shall waive all rights policies described in 7(c) below while Management Company is acting within the scope of subrogation against “Manager” with respect to losses payable under such policy; its duties as property manager. Should any deductible or self-insured retention amounts ("SIR") or deductible be incorporated within the policy of insurance, the responsibility to fund such financial obligations shall rest entirely with Owner and such SIR/deductible shall be deemed covered in accordance with the CGL form required; provided, however, in no event shall such SIR or deductible exceed an amount that is commercially reasonable. (iii) The CGL and Umbrella Liability Insurance required by Section 6(b)(ii) shall name Management Company and such other persons or entities as Management Company may reasonably request from time to time, and their respective officers, directors, shareholders, partners, members, employees, subsidiaries, agents, affiliates, contractors, trustees, beneficiaries, licensees, successors, and assigns, as additional insureds ("Additional Insureds") with respect to such insurance shall be the sole and exclusive responsibility liability arising out of Owner. (b) Commercial General Liability Insurance, including personal injury liability coverage, naming Manager and any mortgagee or superior lessor as an additional named insured and includes the following minimum primary limits with umbrella/excess liability of $5,000,000 in excess thereof: $1,000,000 each occurrence; and $2,000,000 general aggregate. (c) Workers’ Compensation in an amount of coverage which is not less than applicable statutory limits of the state(s) in which any employee resides, is hired and in which the Services are being performed. (d) Employer’s Liability Insurance in the amount of $1,000,000 each accident for bodily injury by accident, $1,000,000 each employee for bodily injury by disease, and $1,000,000 policy limit for bodily injury by disease, or such other amount as may be required by umbrella policy related to effect umbrella coverage and Manager shall obtain and deliver to Owner waivers of subrogation. Any deductible with respect to such insurance shall be primary and the sole and exclusive responsibility of Owner, except to the extent that such liability relates to Manager’s gross negligence or willful misconduct or any act of Manager which is beyond the scope of Manager’s authority under this Agreement. Such liability insurance shall provide primary coverage without contribution from any other insurance carried by or for the benefit of Owner or other Additional Insureds. Certificates evidencing the renewal or replacement of all policies of insurance to be procured by Owner pursuant to this Section 6(b) shall be delivered by Owner to Management Company promptly following the renewal of each respective policy term. A copy of such policies shall be primary and non-contributory with provided to Management Company upon request. The failure by Owner to obtain or maintain any similar insurance carried meeting the requirements of this Section 6(b), or to deliver to Management Company within ten (10) business days of Management Company’s request the policies or certificates required by Manager for its account except to the extent that such liability relates to Manager’s indemnification obligations found above. All such policies shall name Manager as additional insuredthis Section 6(b), and shall be endorsed with appropriate waivers an occurrence of subrogation rights against Managerdefault under this Agreement.

Owner’s Insurance. At Owner’s discretion7.2.1 During the Term of this Agreement, Manager Owner shall obtain and keep in full force and effect, and at Owner’s cost, maintain or cause to maintain the following insurance or such additional insurance as may be required under the terms of any Loan Documentscoverage: (a) Commercial property insurance on special form protecting against physical loss Any coverage as required by Brazilian Law No 6.367 or similar applicable law with regards to each Property, including business interruption losses and terrorism losses, in an amount equal to the full replacement cost of each Property. Such property insurance shall contain appropriate clauses pursuant to which the insurance carrier shall waive all rights of subrogation against “Manager” with respect to losses payable under such policy; any deductible or self-insured retention amounts with respect to such insurance shall be the sole and exclusive responsibility of Owner.’s employees; (b) Commercial General Liability Insuranceor Public Liability insurance, for Owner’s protection, in broad form including personal coverage for liability assumed under contract, providing coverage for bodily injury liability and property damage with a combined single limit of not less than fifteen million US Dollars (USD 15,000,000) cumulative total of underlying and excess coverage, naming Manager and any mortgagee or superior lessor as an additional named insured and includes the following minimum primary limits with umbrella/excess liability of $5,000,000 in excess thereof: $1,000,000 each occurrence; and $2,000,000 general aggregate.; (c) Workers’ Compensation in an amount of All Risk Property and Boiler and Machinery Breakdown insurance and/or any other equivalent coverage which is not less than applicable statutory limits covering the functional replacement value of the state(s) Facility, which shall include a waiver of subrogation in which favor of Contractor and its Affiliates. If at any employee residestime Owner chooses to add business interruption coverage the waiver of subrogation shall extend to include such coverage. Such waiver shall not release Contractor from its warranty obligations, is hired and in which the Services are being performed.such warranty obligations shall be primary to insurance; and (d) Employer’s Environmental Impairment Liability Insurance and Clean Up Cost insurance to cover both sudden and gradual pollution with a fifteen million US Dollars (USD 15,000,000) limit per occurrence and in the amount aggregate annually, naming Contractor and its Affiliates as additional insured. In the event Owner chooses not to insure site environmental risk, failure to insured will no relieve Owner its obligations under law or contract, nor shall lack of $1,000,000 Owner coverage impose any additional liability on Contractor. 7.2.2 For each accident for bodily injury of the foregoing policies, Owner shall provide to Contractor and shall request that the insurer provide to Contractor unless otherwise restricted by accidentlaw, $1,000,000 each employee for bodily injury by disease, and $1,000,000 policy limit for bodily injury by diseaseat least thirty (30) days, or such other amount as may be required by umbrella policy in the case of non-payment of premium at least ten (10) days, advance written notice of cancellation. 7.2.3 Prior to effect umbrella coverage and Manager shall obtain and deliver to Owner waivers commencement of subrogation. Any deductible with respect to such insurance shall be primary and the sole and exclusive responsibility of Owner, except to the extent that such liability relates to Manager’s gross negligence or willful misconduct or any act of Manager which is beyond the scope of Manager’s authority work under this Agreement. Such liability insurance policies shall be primary and non-contributory with any similar insurance carried by Manager for its account except to the extent that such liability relates to Manager’s indemnification obligations found above. All such policies shall name Manager as additional insured, and not less than annually thereafter during the Term of this Agreement, Owner- shall be endorsed deliver to Contractor a certificate(s) of insurance showing that the foregoing insurance is in full force and effect. Upon requests of Contractor from time to time, Owner shall furnish Contractor with appropriate waivers a complete copy of subrogation rights against Managerthe insurance policy/policies described in Section 7.2.1 (c). 7.2.4 Contractor shall have the right, but not the obligation, to pay the premiums for such insurance described in Section 7.2.1. (c). In the event that Contractor pays any such premiums, Owner shall reimburse all such amounts within five (5) days of Contractor’s invoice therefor.

Owner’s Insurance. At Owner’s discretion, Manager Owner shall obtain and keep maintain in full force and effecteffect with respect to the Property and any personal property of Owner located at the Property and used in connection therewith, insurance policies satisfactory to Owner (or as required under any Financing Documents) issued by insurance companies having an A.M. Best General Policyholder’s Service rating of not less than “A-,VIII” (or otherwise satisfactory to Owner), which are licensed, or approved to do business, in the state in which the Property is located and which are otherwise satisfactory to Owner. Manager shall obtain same at Owner’s costexpense, subject to the review and acceptance of all coverage by Owner. All policies maintained by or for the benefit of Owner shall provide the following insurance or such additional insurance as may be required under the terms of any Loan Documentscoverages: (aA) Commercial “All Risk” property damage insurance on special form protecting against physical loss to each Propertyincluding, including business interruption losses without limitation, fire, flood, sprinkler leakage, water damage and terrorism lossesearthquake coverage, if applicable and available at commercially reasonable rates, in an amount and with an agreed amount endorsement equal to the full lesser of (i) an amount sufficient to prevent Owner from becoming a co-insurer in any loss under the policy or (ii) equal to the replacement cost of each the Property, and a deductible reasonably approved by Owner. Such property The policies of insurance carried in accordance with this Section 4.1(A) shall contain appropriate clauses pursuant to which the insurance carrier shall waive all rights (y) a replacement cost endorsement without deduction for depreciation or obsolescence and (z) a waiver of subrogation against “Manager” with respect clause, all in form reasonably satisfactory to losses payable under such policy; any deductible or self-insured retention amounts with respect to such insurance shall be the sole Owner and exclusive responsibility of Owner.Lender; (bB) Rental value insurance on the Property, if applicable, with a minimum twelve (12) month indemnity period; (C) Business Interruption Insurance, if applicable, on an eighty percent (80%) Gross Earnings Form, with a minimum twelve (12) month indemnity period and including ordinary payroll coverages; (D) Commercial General and Excess Liability Insurance, written on an occurrence basis, including blanket contractual liability, products and completed operations and personal injury liability coverage, naming Manager and coverage with a combined single limit for any mortgagee or superior lessor as an additional named insured and includes the following minimum primary limits with umbrella/excess liability one occurrence of $5,000,000 or such higher limit as Owner may from time to time reasonably request. Such requirement may be satisfied by a layering of Commercial General Liability, Umbrella and Excess Liability policies, but in excess thereof: $1,000,000 each occurrence; and $2,000,000 general aggregate. (c) Workers’ Compensation in no event will the liability insurance be written for an amount of coverage which is not less than applicable statutory limits of the state(s) in which any employee resides, is hired and in which the Services are being performed. (d) Employer’s Liability Insurance in the amount of $1,000,000 each accident for bodily injury by accident, $1,000,000 each employee for bodily injury by disease, and $1,000,000 policy 5,000,000 combined single limit for bodily injury and property damage liability. (E) Boiler and Machinery Breakdown Direct Damage Insurance and third party liability coverage (if not covered under the Commercial General Liability Policy) with full comprehensive coverage on a repair and replacement basis for all HVAC equipment, electrical equipment, boilers and machinery which form a part of the Property including Business Interruption Coverage for Loss of Rental Income in connection therewith in accordance with Section 4.1(C) hereof; (F) During the course of any construction or repair of Improvements or during the course of Restoration on the Property (other than Tenant leasehold Improvements), Builder’s Risk Insurance on a completed value basis and on a non-reporting form against “all risks of physical loss,” including flood (if available at commercially reasonable rates), earthquake (if available at commercially reasonable rates), collapse and transit coverage (if available at commercially reasonable rates), during construction of such Improvements or Restoration, with deductibles reasonably satisfactory to Owner, covering the replacement cost value of work performed and the equipment, supplies and materials furnished (unless such equipment, supplies and materials are required to be insured by diseasecontractors or vendors) and rent loss insurance for a period not less than twelve (12) months in an amount reasonably satisfactory to Owner. Such policy of insurance shall contain a “permission to occupy upon completion of work or occupancy” endorsement, a waiver of coinsurance or such an agreed amount endorsement and an agreement by the insurer that following a loss, the insurer will pay to the insured (i) the full value of the loss (less the deductible), provided that Owner is required to or elects to rebuild or (ii) the actual cash value of the loss in the event Owner is not required to or does not elect to rebuild; and (G) Such other amount as may be required by umbrella policy to effect umbrella coverage and Manager shall obtain and deliver to Owner waivers of subrogation. Any deductible insurance with respect to the Property, in such amounts as Owner (or any Lender in connection with a Financing) from time to time may require against such other insurable hazards which at the time are commonly insured against for Comparable Properties. Manager shall submit all insurance shall policies it obtains on behalf of Owner pursuant to this Section 4.1 for Owner’s and Lender’s, if applicable, review and approval. Manager will obtain and maintain all insurance coverages referenced in this Section 4.1 so as to be primary in compliance with Financing Document requirements (in the event of any conflict between the provisions set forth in this Section 4.1 and the sole insurance requirements imposed under the Financing Documents, the insurance requirements imposed under the Financing Documents shall govern and exclusive responsibility of Owner, except to the extent that such liability relates to Manager’s gross negligence or willful misconduct or any act of Manager which is beyond the scope of Manager’s authority under this Agreement. Such liability insurance policies shall be primary and non-contributory with any similar insurance carried by Manager for its account except to the extent that such liability relates to Manager’s indemnification obligations found above. All such policies shall name Manager as additional insured, and shall be endorsed with appropriate waivers of subrogation rights against Managercontrol).

Owner’s Insurance. At Owner’s discretion, Manager Owner shall obtain and keep maintain in full force and effecteffect with respect to the Store and any personal property of Owner located at the Store and used in connection therewith, insurance policies satisfactory to Owner and at Manager issued by insurance companies, which have an A.M. Best General Policyholder’s Service rating of not less than “A-VII” (or as otherwise approved by Owner and Manager) which are licensed, or approved to do business, in the state in which the Store is located and which are otherwise satisfactory to Owner’s cost. Although Manager shall cooperate in connection with obtaining insurance for Owner, the following insurance liability with respect to any replacement cost estimates, underinsurance, lack of coverage, errors or such additional insurance as may be required under the omissions in applications, failure to comply with terms of any Loan Documents: (a) Commercial property insurance on special form protecting against physical loss to each Propertyloan documents or otherwise, including business interruption losses and terrorism losses, in an amount equal to the full replacement cost of each Property. Such property insurance shall contain appropriate clauses pursuant to which the insurance carrier shall waive all rights of subrogation against “Manager” with respect to losses payable under such policy; any deductible or self-insured retention amounts with respect to such insurance shall be the Owner’s, it being Owner’s sole and exclusive responsibility of Owner. (b) Commercial General Liability Insurance, including personal injury liability coverage, naming Manager and any mortgagee or superior lessor as an additional named insured and includes to ensure that Owner is adequately insured. Owner shall at all times carry the following minimum primary limits with umbrella/excess liability of $5,000,000 in excess thereof: $1,000,000 each occurrence; and $2,000,000 general aggregate. (c) Workers’ Compensation in an amount of coverage which is not less than applicable statutory limits of the state(s) in which coverages, as well as any employee resides, is hired and in which the Services are being performed. (d) Employer’s Liability Insurance in the amount of $1,000,000 each accident for bodily injury by accident, $1,000,000 each employee for bodily injury by disease, and $1,000,000 policy limit for bodily injury by disease, or such other amount coverages as may be required by umbrella the terms and provisions of any financing documents and any other coverages desired by Owner: (1) All Risk property damage insurance including fire, flood, sprinkler leakage, water damage and earthquake, if applicable and available at commercially reasonable rates, in an amount and with an agreed amount endorsement sufficient to prevent Owner from becoming a co-insurer in any loss under the policy or equal to effect umbrella coverage the replacement cost of the Store, the lesser of the two, and Manager a deductible approved by Owner. The policies of insurance carried in accordance with this Section shall obtain contain (i) a replacement cost endorsement without deduction for depreciation or obsolescence and deliver (ii) a waiver of subrogation clause (including against Manager), all in form satisfactory to Owner waivers and Manager. (2) Business Interruption Insurance, if applicable, on an eighty percent (80%) Gross Earnings Form, with a minimum twelve (12) month indemnity period and including ordinary payroll coverages. (3) Commercial General and Excess Liability Insurance, written on an occurrence basis, including the coverages set forth on Exhibit D Part I, attached hereto in the amounts set forth thereon and in compliance with the terms thereof with a combined single limit for any one occurrence of subrogationThree Million Dollars ($3,000,000) or such higher limit as Owner may from time to time request. Any deductible Such requirement may be satisfied by a layering of Commercial General Liability, Umbrella and Excess Liability policies but in no event will the liability insurance be written for an amount less than Three Million Dollars ($3,000,000) combined single limit for bodily injury or property damage liability. (4) During the course of any construction or repair of improvements or during the course of any material restoration at the Store, Builder’s Risk Insurance on a completed value basis and on a non-reporting form against “all risks of physical loss,” including flood (if available at commercially reasonable rates at Owner’s sole discretion), earthquake (if available at commercially reasonable rates), collapse and transit coverage (if available at commercially reasonable rates), during such period of construction or restoration with deductibles satisfactory to Owner, covering the replacement cost value of work performed and the equipment, supplies and materials furnished (unless such equipment, supplies and materials are required to be insured by contractors or vendors) and rent loss insurance for a period not less than twelve (12) months in an amount satisfactory to Owner and Manager. Such policy of insurance shall contain a “permission to occupy upon completion of work or occupancy” endorsement, a waiver of coinsurance or an agreed amount endorsement and an agreement by the insurer that following a loss, the insurer will pay to the insured (i) the full value of the loss (less the deductible) provided Owner is required to or elects to rebuild or (ii) the actual cash value of the loss in the event Owner is not required to or does not elect to rebuild. Such policy of insurance shall contain a waiver of subrogation clause (including against Manager). (5) Customer goods legal liability insurance and sale and disposal liability insurance, each in an amount not less than One Million Dollars ($1,000,000). (6) Environmental liability insurance in an amount not less than One Million Dollars ($1,000,000) with respect to clean up costs caused by tenants. (7) Such other insurance with respect to the Store, in such amounts as Owner (or any lender in connection with a financing) from time to time may require against such other insurable hazards which at the time are commonly insured against in respect of property similar to the Store. Manager shall submit all insurance policies it obtains on behalf of Owner pursuant to this Section 4.A. for Owner’s review and approval. Manager shall be primary and named as a named insured in all liability insurance policies. All premiums for such policies shall be the sole and exclusive responsibility of Owner, except to the extent that such liability relates to Manager’s gross negligence or willful misconduct or any act of Manager which is beyond the scope of Manager’s authority under this Agreement. Such liability insurance policies shall be primary and non-contributory with any similar insurance carried by Manager for its account except to the extent that such liability relates to Manager’s indemnification obligations found above. All such policies shall name Manager as additional insured, and shall be endorsed with appropriate waivers of subrogation rights against Manager.

Owner’s Insurance. Owner shall maintain in full force and effect with respect to the Property and any personal property of Owner located at the Property and used in connection therewith, insurance policies satisfactory to Owner issued by insurance companies, which have an A.M. Best General Policyholder’s Service rating of not less than “A-, VIII” (or otherwise satisfactory to Owner), which are licensed, or approved to do business, in the state in which the Property is located and which are otherwise satisfactory to Owner. At the request of Owner’s discretion, Manager shall obtain and keep in full force and effect, and same at Owner’s costexpense, subject to the review and acceptance of all coverage by Owner. If requested by Owner, such policies shall provide the following insurance or such additional insurance as may be required under the terms of any Loan Documentscoverages: (a) Commercial All Risk property damage insurance on special form protecting against physical loss to each Propertyincluding, including business interruption losses without limitation, fire, flood, sprinkler leakage, water damage and terrorism lossesearthquake, if applicable and available at commercially reasonable rates, in an amount and with an agreed amount endorsement sufficient to prevent Owner from becoming a co-insurer in any loss under the policy or equal to the full replacement cost of each the Property, the lesser of the two, and a deductible approved by Owner. Such property The policies of insurance carried in accordance with this subsection 5.1(a) shall contain appropriate clauses pursuant to which the insurance carrier shall waive all rights (i) a replacement cost endorsement without deduction for depreciation or obsolescence and (ii) a waiver of subrogation against “Manager” with respect clause, all in form satisfactory to losses payable under such policy; any deductible or self-insured retention amounts with respect to such insurance shall be the sole and exclusive responsibility of Owner. (b) Commercial General Liability InsuranceRental value insurance on the Property, including personal injury liability coverageif applicable, naming Manager and any mortgagee or superior lessor as an additional named insured and includes the following with a minimum primary limits with umbrella/excess liability of $5,000,000 in excess thereof: $1,000,000 each occurrence; and $2,000,000 general aggregatetwelve (12) month indemnity period. (c) Workers’ Compensation in Business Interruption Insurance, if applicable, on an amount of coverage which is not less than applicable statutory limits of the state(seighty percent (80%) in which any employee residesGross Earnings Form, is hired with a minimum twelve (12) month indemnity period and in which the Services are being performedincluding ordinary payroll coverages. (d) Employer’s Commercial General and Excess Liability Insurance in the amount Insurance, written on an occurrence basis, including blanket contractual liability, products and completed operations and personal injury coverage with a combined single limit for any one occurrence of $1,000,000 each accident 15,000,000 or such higher limit as Owner may from time to time request. Such requirement may be satisfied by a layering of Commercial General Liability, Umbrella and Excess Liability policies, but in no event will the liability insurance be written for bodily injury by accident, an amount less than $1,000,000 each employee for bodily injury by disease, and $1,000,000 policy 15,000,000 combined single limit for bodily injury and property damage liability. (e) Boiler and Machinery Breakdown Direct Damage Insurance and third party liability coverage (if not covered under the Commercial General Liability Policy) with full comprehensive coverage on a repair and replacement basis for all HVAC equipment, electrical equipment, boilers and machinery which form a part of the Property including Business Interruption Coverage for Loss of Rental Income in connection therewith in accordance with subsection 5.1(c) hereof. (f) During the course of any construction or repair of Improvements or during the course of Restoration on the Property (other than Tenant leasehold Improvements), Builder’s Risk Insurance on a completed value basis and on a non reporting form against “all risks of physical loss,” including flood (if available at commercially reasonable rates), earthquake (if available at commercially reasonable rates), collapse and transit coverage (if available at commercially reasonable rates), during construction of such Improvements or Restoration, with deductibles satisfactory to Owner, covering the replacement cost value of work performed and the equipment, supplies and materials furnished (unless such equipment, supplies and materials are required to be insured by diseasecontractors or vendors) and rent loss insurance for a period not less than twelve (12) months in an amount satisfactory to Owner. Such policy of insurance shall contain a “permission to occupy upon completion of work or occupancy” endorsement, a waiver of coinsurance or such an agreed amount endorsement and an agreement by the insurer that following a loss, the insurer will pay to the insured (i) the full value of the loss (less the deductible) provided Owner is required to or elects to rebuild or (ii) the actual cash value of the loss in the event Owner is not required to or does not elect to rebuild. (g) Such other amount as may be required by umbrella policy to effect umbrella coverage and Manager shall obtain and deliver to Owner waivers of subrogation. Any deductible insurance with respect to the Property, in such insurance shall be primary and amounts as Owner (or any lender in connection with a Financing) from time to time may require against such other insurable hazards which at the sole and exclusive responsibility time are commonly insured against in respect of Owner, except property similar to the extent that such liability relates to Manager’s gross negligence or willful misconduct or any act of Property. Manager which is beyond the scope of Manager’s authority under this Agreement. Such liability shall submit all insurance policies shall be primary it obtains on behalf of Owner pursuant to this Section 5.1 for Owner’s review and non-contributory with any similar insurance carried by Manager for its account except to the extent that such liability relates to Manager’s indemnification obligations found above. All such policies shall name Manager as additional insured, and shall be endorsed with appropriate waivers of subrogation rights against Managerapproval.

Owner’s Insurance. At Owner (or Manager at Owner’s discretion, Manager 's request and expense) shall obtain and keep in full force and effect, and at Owner’s cost, the following (i) insurance or such additional insurance as may be required under the terms of any Loan Documents: (a) Commercial property insurance on special form protecting against physical damage (e.g., special causes of loss to each Property(all risk), including business interruption losses boiler and terrorism lossesmachinery, in an amount equal to flood, earthquake, etc.) for the full replacement cost of each the Property and all of Owner's property contained therein, and (ii) commercial general liability insurance (including contractual liability and personal injury coverages and such other coverages as may be appropriate), insuring against liability for loss, damage or injury to property or persons which might arise out of the occupancy, management, operation or maintenance of any of the Property, in amounts customary for properties similar to the Property, but not less than $10,000,000 in annual policy limits. Such property The insurance companies issuing such insurance shall contain appropriate clauses pursuant to which the have an AM Best rating of not less than A-X. Manager will be named as an additional insured in all liability insurance carrier shall waive all rights of subrogation against “Manager” maintained with respect to losses payable under such policy; any deductible or self-insured retention amounts with respect to such insurance shall be the sole and exclusive responsibility of Owner. (b) Commercial General Liability InsuranceProperty, including personal injury liability coverage, naming Manager and any mortgagee or superior lessor as an additional named insured and includes the following minimum primary limits with umbrella/excess liability of $5,000,000 in excess thereof: $1,000,000 each occurrence; and $2,000,000 general aggregate. (c) Workers’ Compensation in an amount of coverage which is not less than applicable statutory limits of the state(s) in which any employee resides, is hired and in which the Services are being performed. (d) Employer’s Liability Insurance in the amount of $1,000,000 each accident for bodily injury by accident, $1,000,000 each employee for bodily injury by disease, and $1,000,000 policy limit for bodily injury by disease, or such other amount as may be required by umbrella policy to effect umbrella coverage and Manager shall obtain and deliver to Owner waivers of subrogation. Any deductible with respect to be furnished a certificate evidencing such insurance which certificate shall be primary and provide that the sole and exclusive responsibility insurer will endeavor to give Manager thirty (30) days prior written notice of Owner, except to the extent that cancellation. All such liability relates to Manager’s gross negligence or willful misconduct or any act of Manager which is beyond the scope of Manager’s authority under this Agreement. Such liability insurance policies shall be primary and non-contributory with any similar liability insurance carried by Manager for with respect to any claims arising out of the performance or non-performance of Manager's duties and activities within the scope of this Agreement or arising from any action or activity on, or condition of, the Property. Manager agrees to take no action (such as admission of lia­bility) which might bar Owner from obtaining any protection afforded by any policy Owner may hold or which might prejudice Owner in its account except defense to any claim, demand or suit within limits prescribed by the policy or policies of insurance. Manager shall aid and cooperate with Owner in every reasonable way with respect to such insurance and any loss thereunder. All property damage and business interruption or rent loss insurance policies shall contain appropriate clauses pursuant to which the respective insurance carriers shall waive all rights of subrogation with respect to losses payable under such policies; and Owner waives any claims against Manager, its partners, directors, officers, agents, servants and employees, to the extent that losses with respect to such liability relates claims are required to Manager’s indemnification obligations found above. All such policies shall name Manager as additional insuredbe covered by insurance under this Agreement, and shall be endorsed with appropriate waivers including any deductibles, co-insurance or self-insurance retentions, irrespective of subrogation rights against Managerthe cause thereof.

Owner’s Insurance. At Owner’s discretion, Manager Owner shall obtain and keep in full force and effectmaintain adequate insurance against liability for loss, and at Owner’s costdamage or injury to property or persons which might arise out of the occupancy, management, use, operation or maintenance of the following insurance or such additional insurance as may be Property. The deductible required under such insurance policies shall be Owner's expense. Owner shall obtain an Additional Insured Endorsement naming Manager as the terms of any Loan Documents: (a) Commercial property Additional Insured under the policy on all liability insurance on special form protecting against physical loss to each Property, including business interruption losses and terrorism losses, in an amount equal to the full replacement cost of each Property. Such property insurance shall contain appropriate clauses pursuant to which the insurance carrier shall waive all rights of subrogation against “Manager” maintained with respect to losses payable under such policy; the Property. The Additional Insured Endorsement shall provide coverage for Manager for any deductible loss caused by any acts or self-insured retention amounts with respect to such insurance shall be the sole and exclusive responsibility of Owner. (b) Commercial General Liability Insurance, including personal injury liability coverage, naming Manager and any mortgagee or superior lessor as an additional named insured and includes the following minimum primary limits with umbrella/excess liability of $5,000,000 in excess thereof: $1,000,000 each occurrence; and $2,000,000 general aggregate. (c) Workers’ Compensation in an amount of coverage which is not less than applicable statutory limits of the state(s) in which any employee resides, is hired and in which the Services are being performed. (d) Employer’s Liability Insurance in the amount of $1,000,000 each accident for bodily injury by accident, $1,000,000 each employee for bodily injury by disease, and $1,000,000 policy limit for bodily injury by disease, or such other amount as may be required by umbrella policy to effect umbrella coverage and Manager shall obtain and deliver to Owner waivers of subrogation. Any deductible with respect to such insurance shall be primary and the sole and exclusive responsibility of Owner, except to the extent that such liability relates to Manager’s gross negligence or willful misconduct or any act omissions of Manager which is beyond the scope and/or any losses arising out of Manager’s authority duties, work or operations under this Agreement. Such Liability insurance shall be an amount sufficient to protect the interests of both Owner and Manager in form, substance, and amounts reasonably satisfactory to Manager, but not less than $1,000,000 per event/occurrence. Owner shall provide Manager with proof of hazard and risk insurance policies in force and shall obtain adequate vandalism coverage for the Property. Owner shall furnish Manager with a certificate evidencing fire and liability insurance or with duplicate copies of such policies within 15 days after the date of this Agreement. Such policies shall provide that notice of default or cancellation shall be primary sent to Manager as well as Owner and non-contributory with shall require a minimum of 30 days written notice to Manager before any similar cancellation of or changes to such policies. Owner’s failure to maintain such insurance carried by Manager for its account except shall result in Manager’s authority to the extent that obtain such liability relates policies on behalf of Owner and Manager, at Owner’s expense, which shall be deemed an additional fee or cost due to Manager’s indemnification obligations found above. All such policies shall name In the event of any loss, investigation, suits, damage, cost, expense (including attorneys’ fees), liability or claims for personal injury or Property damage (collectively, “Claims”) against Manager as additional insuredthat would otherwise be covered under an Additional Insured Endorsement to any insurance policy, and is not covered due to Owner’s failure to obtain said Endorsement within the prescribed 15-day time period or at all, Owner shall be endorsed with appropriate waivers of subrogation rights against Managerindemnify and hold Manager harmless from said Claims.