Common use of Policy Provisions Clause in Contracts

Policy Provisions. All insurance maintained by the Mortgagor pursuant to Section 2.1.1 shall (a) (except for worker's compensation insurance) list the Mortgagor and the Mortgagee, as additional insureds as their respective interests may appear, (b) (except for worker's compensation and public liability insurance) provide that the proceeds for any losses shall be adjusted by the Mortgagor subject to the approval of the Mortgagee in the event the proceeds shall exceed $1,000,000, and shall be payable to the Mortgagee, to be held and applied as provided in Section 2.3, (c) include effective waivers by the insurer of all rights of subrogation against any named insured, the indebtedness secured by this Mortgage and the Property and all claims for insurance premiums against the Mortgagee, (d) provide that any losses shall be payable notwithstanding (i) any act, failure to act or negligence of or violation of warranties, declarations or conditions contained in such policy by any named insured, (ii) the occupation or use of the Property for purposes more hazardous than permitted by the terms thereof, (iii) any foreclosure or other action or proceeding taken by the Mortgagee pursuant to any provision of this Mortgage, or (iv) any change in title or ownership of the Property, (e) provide that no cancellation, reduction in amount or material change in coverage thereof or any portion thereof shall be effective until at least thirty (30) days after receipt by the Mortgagee of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the Mortgagee, and (g) be satisfactory in all other reasonable respects to the Mortgagee. Any insurance maintained pursuant to this Section 2.1 may be evidenced by blanket insurance policies covering the Property and other properties or assets of the Mortgagor, provided that any such policy shall specify the portion, if less than all, of the total coverage of such policy that is allocated to the Property and shall in all other respects comply with the requirements of this Section 2.1.

Policy Provisions. All insurance maintained by the Mortgagor Grantor pursuant to Section 2.1.1 shall (a) (except for worker's compensation insurance) list the Mortgagor and the Mortgagee, Grantee as an additional insureds insured as their respective its interests may appear, (b) (except for worker's compensation and public liability insurance) provide that the proceeds for any losses shall be adjusted by the Mortgagor Grantor subject to the approval of the Mortgagee Grantee in the event the proceeds shall exceed $1,000,000, and shall be payable to the MortgageeGrantee, to be held and applied as provided in Section 2.3, (c) include effective waivers by the insurer of all rights of subrogation against any named insured, the indebtedness secured by this Mortgage Deed and the Property and all claims for insurance premiums against the MortgageeGrantee, (d) (except for worker's compensation and public liability insurance) provide that any losses shall be payable notwithstanding (i) any act, failure to act or negligence of or violation of warranties, declarations or conditions contained in such policy by any named insured, (ii) the occupation or use of the Property for purposes more hazardous than permitted by the terms thereof, (iii) any foreclosure or other action or proceeding taken by the Mortgagee Grantee pursuant to any provision of this MortgageDeed, or (iv) any change in title or ownership of the Property, (e) provide that no cancellation, reduction in amount or material change in coverage thereof or any portion thereof shall be effective until at least thirty (30) days after receipt by the Mortgagee Grantee of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the MortgageeGrantee, and (g) be satisfactory in all other reasonable respects to the MortgageeGrantee. Any insurance maintained pursuant to this Section 2.1 may be evidenced by blanket insurance policies covering the Property and other properties or assets of the MortgagorGrantor, provided that any such policy shall specify the portion, if less than all, of the total coverage of such policy that is allocated to the Property and shall in all other respects comply with the requirements of this Section 2.1.

Policy Provisions. All insurance maintained by the Mortgagor pursuant to Section SECTION 2.1.1 shall (a) (except for worker's compensation insurance) list name the Mortgagor as the insured with the Mortgagee named as mortgagee and the Mortgagee, as additional insureds as their respective interests may appearloss payee, (b) (except for worker's compensation and public liability insurance) provide that the proceeds for any losses shall be adjusted by the Mortgagor subject to the reasonable approval of the Mortgagee in the event the proceeds shall exceed Two Hundred Fifty Thousand Dollars ($1,000,000250,000), and shall be payable to the Mortgagee, to be held and applied as provided in Section SECTION 2.3, (c) include effective waivers by the insurer of all rights of subrogation against any named insured, the indebtedness secured by this Mortgage and the Property and all claims for insurance premiums against the Mortgagee, (d) provide that any losses shall be payable notwithstanding (i) any act, failure to act or negligence of or violation of warranties, declarations or conditions contained in such policy by any named insured, (ii) the occupation or use of the Property for purposes more hazardous than permitted by the terms thereof, (iii) any foreclosure or other action or proceeding taken by the Mortgagee pursuant to any provision of this Mortgage, or (iv) any change in title or ownership of the Property, (e) provide that no cancellation, reduction in amount or material change in coverage thereof or any portion thereof shall be effective until at least thirty ten (3010) days after receipt by the Mortgagee of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the Mortgagee, and (g) be reasonably satisfactory in all other reasonable material respects to the Mortgagee. Any insurance maintained pursuant to this Section SECTION 2.1 may be evidenced by blanket insurance policies covering the Property and other properties or assets of the Mortgagor, provided that any such policy shall specify the portion, if less than all, of the total coverage of such policy that is allocated to the Property and shall in all other respects comply with the requirements of this Section SECTION 2.1.

Policy Provisions. All insurance maintained by the Mortgagor Trustor pursuant to Section 2.1.1 shall (a) (except for worker's compensation insurance) list the Mortgagor Trustor and the MortgageeBeneficiary, as additional insureds as their respective interests may appear, (b) (except for worker's compensation and public liability insurance) provide that the proceeds for any losses shall be adjusted by the Mortgagor Trustor subject to the approval of the Mortgagee Beneficiary in the event the proceeds shall exceed $1,000,000, and shall be payable to the MortgageeBeneficiary, to be held and applied as provided in Section 2.3, (c) include effective waivers by the insurer of all rights of subrogation against any named insured, the indebtedness secured by this Mortgage Deed of Trust and the Property and all claims for insurance premiums against the MortgageeTrustee and the Beneficiary, (d) (except for worker's compensation and public liability insurance) provide that any losses shall be payable notwithstanding (i) any act, failure to act or negligence of or violation of warranties, declarations or conditions contained in such policy by any named insured, (ii) the occupation or use of the Property for purposes more hazardous than permitted by the terms thereof, (iii) any foreclosure or other action or proceeding taken by the Mortgagee Beneficiary pursuant to any provision of this MortgageDeed of Trust, or (iv) any change in title or ownership of the Property, (e) provide that no cancellation, reduction in amount or material change in coverage thereof or any portion thereof shall be effective until at least thirty (30) days after receipt by the Mortgagee Beneficiary of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the MortgageeBeneficiary, and (g) be satisfactory in all other reasonable respects to the MortgageeBeneficiary. Any insurance maintained pursuant to this Section 2.1 may be evidenced by blanket insurance policies covering the Property and other properties or assets of the MortgagorTrustor, provided that any such policy shall specify the portion, if less than all, of the total coverage of such policy that is allocated to the Property and shall in all other respects comply with the requirements of this Section 2.1.

Policy Provisions. All Each policy of insurance maintained by the Mortgagor in respect of Borrower and/or any Mortgaged Property pursuant to this Section 2.1.1 shall (a) in the case of each category of public liability insurance, name Borrower as insured and name the Agent (except for worker's compensation insurancethe benefit of the Lenders) list as an additional insured, and in the Mortgagor and the Mortgageecase of all other insurance required under this Agreement, as an additional insureds insured or as their respective interests may appeara loss payee, as the Agent shall require; (b) (except for worker's compensation and in the case of public liability insurance and workers' compensation insurance) , provide that the all proceeds for any losses shall be adjusted by the Mortgagor subject to the approval of the Mortgagee in the event the proceeds shall exceed $1,000,000, and thereunder shall be payable to the MortgageeAgent pursuant to a standard first mortgagee endorsement, without contribution, that all losses with respect to each Mortgaged Property shall be held paid directly to the Agent, without contribution by any similar insurance carried by the Agent and applied as provided in Section 2.3, that adjustment and settlement of any material loss shall be subject to the reasonable approval of the Agent; (c) include effective waivers by the insurer of all rights of subrogation against any loss payee, additional insured or named insured, the indebtedness secured by this Mortgage and the Property and all claims for insurance premiums against the Mortgagee, ; (d) permit the Agent to pay the premiums and continue any insurance upon failure of such Loan Party or such Subsidiary, as the case may be, to pay premiums when due, upon the insolvency of such Loan Party or such Subsidiary, as the case may be, or through foreclosure; (e) to the extent such provisions are reasonably obtainable, provide that any losses such insurance shall not be payable notwithstanding impaired or invalidated by virtue of (i) any act, failure to act or act, negligence of of, or violation of warrantiesdeclarations, declarations warranties or conditions contained in such policy by any of the Loan Parties, the Agent, the Lenders, or any other named insured, additional insured or loss payee, except for the willful misconduct of the Agent or the Lenders knowingly in violation of the conditions of such policy, (ii) the occupation or use of the such Mortgaged Property for purposes more hazardous than permitted by the terms thereofof the policy, (iii) any foreclosure or other action proceeding or proceeding taken by the Mortgagee pursuant notice of sale relating to any provision of this Mortgage, such Mortgaged Property or (iv) any change in title or ownership the possession of such Mortgaged Property without a change in the identity of the holder of actual title to such Mortgaged Property; (f) be subject to a deductible, if any, not greater than $100,000 (eor, with respect to coverage for wind damage, such greater amount as shall not exceed 5.0% of the affected Mortgaged Property's agreed value); (g) contain an endorsement providing that none of the Agent, the Lenders or the Loan Parties shall be, or shall be deemed to be, a co-insurer with respect to any risk insured by such policy; and (h) provide that if all or any part of such policy shall be canceled or terminated, or shall expire, the insurer will forthwith give notice thereof to the Agent and each additional insured and loss payee and that no cancellation, termination, expiration, reduction in amount of, or material change in (other than an increase) in, coverage thereof or any portion thereof shall be effective until at least thirty (30) 30 days after receipt by the Mortgagee Agent and each additional insured and loss payee of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the Mortgagee, and (g) be satisfactory in all other reasonable respects to the Mortgagee. Any insurance maintained pursuant to this Section 2.1 may be evidenced by blanket insurance policies covering the Property and other properties or assets of the Mortgagor, provided that any such policy shall specify the portion, if less than all, of the total coverage of such policy that is allocated to the Property and shall in all other respects comply with the requirements of this Section 2.1.

Policy Provisions. All insurance maintained by the Mortgagor Lessee pursuant to Section 2.1.1 18.1 hereof shall (a) (except for worker's compensation insurance) list name Lessor, Lessee and any Mortgagee as insured parties to the Mortgagor and the Mortgagee, as additional insureds as extent of their respective interests may appearinsureable interests, (b) (except for worker's compensation and public liability insurance) provide that the all insurance proceeds for any losses of less than $50,000 shall be adjusted by the Mortgagor subject and be payable to Lessee to be used by Lessee, to the approval of the Mortgagee extent necessary, for Restoration, (c) provide, in the event the case of Improvements Insurance, that all insurance proceeds for losses of at least $50,000 shall exceed $1,000,000, be adjusted by Lessor and Lessee jointly and shall be payable to the Mortgagee, a Depository to be held and applied as provided in Section 2.3trust pursuant to the terms of this Lease, (cd) include effective waivers by the insurer of all claims for insurance premiums against all loss payees and named insured parties (other than Lessee) and all rights of subrogation against any named insured, the indebtedness secured by this Mortgage and the Property and all claims for insurance premiums against the Mortgageeinsured party, (de) in the case of Rent Insurance, provide that all proceeds for losses shall be payable to Lessor, (f) provide that any losses shall be payable notwithstanding (i) any act, failure to act or negligence of or violation of warranties, declarations or conditions contained in such policy by any named insured, (ii) the occupation or use of the Property for purposes more hazardous than permitted by the terms thereof, (iii) any foreclosure or other action proceeding or proceeding taken by notice of sale relating to the Mortgagee pursuant to any provision of Property or this MortgageLease, or (ivii) any change in the title to or ownership of the PropertyProperty or any interest therein, (eg) provide that if all or any part of such policy is cancelled, terminated or expires, the insurer will forthwith give written notice thereof to each named insured party and loss payee and that no cancellation, reduction in amount or material change in coverage thereof or any portion thereof shall be effective until at least thirty (30) days after receipt by the Mortgagee delivery to each named insured party and loss payee of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the Mortgagee, and (gh) be reasonably satisfactory in all other reasonable respects to the Lessor and any Mortgagee. Any insurance maintained pursuant to this Section 2.1 may be evidenced by blanket insurance policies covering the Property and other properties or assets of the Mortgagor, provided that any such policy shall specify the portion, if less than all, of the total coverage of such policy that is allocated to the Property and shall in all other respects comply with the requirements of this Section 2.1.

Policy Provisions. All insurance maintained by the Mortgagor Lessee pursuant to Section 2.1.1 the terms of the Lease shall (a) (except for worker's compensation insurance) list the Mortgagor name Lessor and the MortgageeLessee, as additional insureds insured as their respective interests may appear, as insureds, if requested by Lessor, (b) (except for worker's compensation and public liability insurance) provide that the proceeds for any losses shall be adjusted by the Mortgagor subject to the approval of the Mortgagee in the event the proceeds shall exceed $1,000,000, and shall be payable to the Mortgagee, to be held and applied as provided in Section 2.3, (c) include effective waivers by the insurer of all rights of subrogation against any named insured, the indebtedness secured by this Mortgage and the Property and all claims for insurance premiums against the Mortgagee, (d) provide that any losses shall be payable notwithstanding (i) any act, failure to act or negligence of Lessor or violation of warranties, declarations or conditions contained in such policy by any named insuredLessee, (ii) the occupation or use of the Property for purposes more hazardous than permitted by the terms thereof, (iii) any foreclosure or other action or proceeding taken by the Mortgagee pursuant to any provision of this Mortgage, or (iv) any change in title or ownership of the Property, (ec) provide that no cancellation, reduction in amount material alteration or material change in coverage thereof or any portion non-renewal thereof shall be effective until at least thirty (30) days after receipt by the Mortgagee Lessor or Lessee of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the Mortgagee, and (gd) be reasonably satisfactory to Lessor in all other reasonable respects to the Mortgageerespects. Any insurance maintained pursuant to this Section 2.1 may be evidenced by blanket insurance policies covering the Property and other properties or assets of the Mortgagor, provided that any Each such policy shall specify the portioncontain a deductible no greater than $1,000. Each insurance company issuing policies for builder's risk, if less than allextended coverage, of the total coverage of hazard or casualty insurance hereunder is hereby authorized and directed that, all losses be paid to Lessor or Lessor's lender, as their interests may appear, to be held by Lessor or such policy that is allocated to the Property and shall lender, in all other respects comply accordance with the requirements terms hereof. In the event any insurance company fails to disburse directly and solely to Lessor or such lender but disburses instead either solely to Lessee or to Lessee and Lessor jointly, Lessee agrees immediately to endorse and transfer such proceeds to Lessor, to be used by Lessor in accordance with Article IX hereinbelow. Upon the failure of this Section 2.1Lessee to endorse and transfer such proceeds as aforesaid, Lessor may execute such endorsements or transfers for and in the name of Lessee and Lessee hereby irrevocably appoints Lessor as Lessee's agent and attorney-in-fact so to do.

Policy Provisions. All insurance maintained by the Mortgagor pursuant to Section 2.1.1 subsection 3.01.01 hereof, shall (a) (except for worker's ’s compensation insurance) list the name Mortgagor as owner and the Mortgagee as loss payee under a mortgagee endorsement satisfactory to Mortgagee, as additional insureds as their respective interests may appear, (b) (except for worker's ’s compensation and public liability insurance) provide that the proceeds for any losses shall be adjusted by the Mortgagor Mortgagor, subject to the approval of the Mortgagee in the event the proceeds shall exceed $1,000,000100,000, and shall be payable to the Mortgagee, to be held and applied as provided in Section 2.33.03 hereof, (c) include effective waivers by the insurer of all rights of subrogation against any named insured, the indebtedness secured by this Mortgage and the Mortgaged Property and all claims for insurance premiums against the Mortgagee, (d) provide that any losses shall be payable notwithstanding (i) any act, failure to act or negligence of or violation of warranties, declarations or conditions contained in such policy by any named insured, (ii) the occupation or use of the Property for purposes more hazardous than permitted by the terms thereof, (iii) any foreclosure or other action or proceeding taken by the Mortgagee pursuant to any provision of this Mortgage, or (ivii) any change in title or ownership of the Mortgaged Property, (e) provide that no cancellation, reduction in amount or material change in coverage thereof or any portion thereof shall be effective until at least thirty (30) 30 days after receipt by the Mortgagee of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the Mortgagee, for a deductible of no more than $10,000.00 and (g) be satisfactory in all other reasonable respects to the Mortgagee. Any insurance maintained pursuant to this Section 2.1 may be evidenced by blanket insurance policies covering the Property and other properties or assets of the Mortgagor, provided that any such policy shall specify the portion, if less than all, of the total coverage of such policy that is allocated to the Property and shall in all other respects comply with the requirements of this Section 2.1.

Policy Provisions. All Each policy of insurance maintained by the Mortgagor in respect of Borrower and/or any Mortgaged Property pursuant to this Section 2.1.1 shall (a) in the case of each category of public liability insurance, name Borrower as insured and name the Agent (except for worker's compensation insurancethe benefit of the Lenders) list as an additional insured, and in the Mortgagor and the Mortgageecase of all other insurance required under this Agreement, as an additional insureds insured or as their respective interests may appeara loss payee, as the Agent shall require; (b) (except for worker's compensation and in the case of public liability insurance and workers' compensation insurance) , provide that the all proceeds for any losses shall be adjusted by the Mortgagor subject to the approval of the Mortgagee in the event the proceeds shall exceed $1,000,000, and thereunder shall be payable to the MortgageeAgent pursuant to a standard first mortgagee endorsement, without contribution, that all losses with respect to each Mortgaged Property shall be held paid directly to the Agent, without contribution by any similar insurance carried by the Agent and applied as provided in Section 2.3, that adjustment and settlement of any material loss shall be subject to the reasonable approval of the Agent; (c) include effective waivers by the insurer of all rights of subrogation against any loss payee, additional insured or named insured, the indebtedness secured by this Mortgage and the Property and all claims for insurance premiums against the Mortgagee, ; (d) permit the Agent to pay the premiums and continue any insurance upon failure of such Loan Party or such Subsidiary, as the case may be, to pay premiums when due, upon the insolvency of such Loan Party or such Subsidiary, as the case may be, or through foreclosure; (e) to the extent such provisions are reasonably obtainable, provide that any losses such insurance shall not be payable notwithstanding impaired or invalidated by virtue of (i) any act, failure to act or act, negligence of of, or violation of warrantiesdeclarations, declarations warranties or conditions contained in such policy by any of the Loan Parties, the Agent, the Lenders, or any other named insured, additional insured or loss payee, except for the willful misconduct of the Agent or the Lenders knowingly in violation of the conditions of such policy, (ii) the occupation or use of the such Mortgaged Property for purposes more hazardous than permitted by the terms thereofof the policy, (iii) any foreclosure or other action proceeding or proceeding taken by the Mortgagee pursuant notice of sale relating to any provision of this Mortgage, such Mortgaged Property or (iv) any change in title or ownership the possession of such Mortgaged Property without a change in the identity of the holder of actual title to such Mortgaged Property; (f) be subject to a deductible, if any, not greater than $100,000 (eor, with respect to coverage for wind damage, such greater amount as shall not exceed 5.0% of the affected Mortgaged Property's agreed value); (g) contain an endorsement providing that none of the Agent, the Lenders or the Loan Parties shall be, or shall be deemed to be, a co-insurer with respect to any risk insured by such policy; and (h) provide 61 that if all or any part of such policy shall be canceled or terminated, or shall expire, the insurer will forthwith give notice thereof to the Agent and each additional insured and loss payee and that no cancellation, termination, expiration, reduction in amount of, or material change in (other than an increase) in, coverage thereof or any portion thereof shall be effective until at least thirty (30) 30 days after receipt by the Mortgagee Agent and each additional insured and loss payee of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the Mortgagee, and (g) be satisfactory in all other reasonable respects to the Mortgagee. Any insurance maintained pursuant to this Section 2.1 may be evidenced by blanket insurance policies covering the Property and other properties or assets of the Mortgagor, provided that any such policy shall specify the portion, if less than all, of the total coverage of such policy that is allocated to the Property and shall in all other respects comply with the requirements of this Section 2.1.

Policy Provisions. All insurance maintained by the Mortgagor Lessee pursuant to Section 2.1.1 shall section 14.1(a) shall: (a) (except for any worker's compensation insurance and employer's liability insurance) list the Mortgagor and the Mortgagee, name as additional insureds insureds, as their respective interests may appear, Lessor and Lessee; (b) include a stipulation that premiums will be paid by and are the responsibility of Lessee; (c) except for any comprehensive general liability, worker's compensation and public insurance or employer's liability insurance) , provide that no act or omission of Lessee shall impair or affect the rights of the insureds to receive and collect the proceeds for any losses shall be adjusted by under the Mortgagor subject to the approval of the Mortgagee in the event the proceeds shall exceed $1,000,000, relevant policy; and shall be payable to the Mortgagee, to be held and applied as provided in Section 2.3, (c) include effective waivers by the insurer of all rights of subrogation against any named insured, the indebtedness secured by this Mortgage and the Property and all claims for insurance premiums against the Mortgagee, (d) provide that any losses shall be payable notwithstanding (i) any act, failure to act or negligence of or violation of warranties, declarations or conditions contained in such policy by any named insured, (ii) the occupation or use of the Property for purposes more hazardous than permitted by the terms thereof, (iii) any foreclosure or other action or proceeding taken by the Mortgagee pursuant to any provision of this Mortgage, or (iv) any change in title or ownership of the Property, (e) provide that no cancellation, reduction in amount or material change in coverage thereof or any portion thereof shall be effective until at least thirty (30) 30 days after receipt by the Mortgagee Lessor of written notice thereof. Lessee shall have the sole authority to settle claims under insurance policies; provided, however, that, in case of any damage or destruction affording Lessee the right to terminate this Lease pursuant to section 15.4(a), Lessee may not settle all or any of the claims under the policies referred to in clauses (i), (fii), (iv) provide that or (vi) of section 14.1(a) arising from any notice under damage or destruction unless it shall waive such policies shall be simultaneously delivered right with respect to the Mortgagee, and (g) be satisfactory in all other reasonable respects to the Mortgageesuch damage or destruction. Any insurance maintained pursuant to this Section 2.1 Lessee may be evidenced by blanket insurance policies covering the Property and other properties or assets obtain any of the Mortgagorinsurance required hereby under blanket or umbrella policies; provided, provided however, that any such policy of insurance provided for under clauses (i), (ii), (iv), (vi) or (vii) of section 14.1(a): (i) shall specify permit recovery in the portionamount required by the clause in question to be carried without regard to other insured events with respect to other properties, if less than all, and (ii) shall not contain any clause which would result in the insured thereunder being required to carry insurance with respect to the property covered thereby in an amount equal to a minimum specific percentage of the total coverage full insurable value of such policy that is allocated property in order to prevent the Property and shall in all other respects comply insured therein named from becoming a co-insurer of any loss with the requirements of this Section 2.1insurer under such policy.

Policy Provisions. All insurance maintained by the Mortgagor pursuant to Section 2.1.1 section 3.1.1, shall (a) (except for worker's ’s compensation insurance) list the name Mortgagor or its permitted assignee and the MortgageeMortgagee as insureds, as additional insureds mortgagees and loss payees as their respective interests may appear, ; (b) (except for worker's ’s compensation and public liability insurance) provide that the proceeds for any losses shall be adjusted by the Mortgagor subject to the approval of the Mortgagee in the event the proceeds shall exceed $1,000,000, and shall be payable to the MortgageeMortgagee and Mortgagor, or its permitted assignee, to be held and applied as provided in Section 2.3, section 3.3; (c) include effective waivers by the insurer of all rights of subrogation against any named insured, the indebtedness secured by this Mortgage and the Mortgaged Property and all claims for insurance premiums against the Mortgagee, ; (d) provide that any losses shall be payable notwithstanding (i) any act, failure to act or negligence of or violation of warranties, declarations or conditions contained in such policy by any named insured, (ii) the occupation or use of the Property for purposes more hazardous than permitted by the terms thereof, (iii) any foreclosure or other action or proceeding taken by the Mortgagee pursuant to any provision of this Mortgage, or (ivii) any change in title or ownership of the Mortgaged Property, ; and (e) provide that no cancellation, reduction in amount or material change in coverage thereof or any portion thereof shall be effective until at least thirty (30) 30 days after receipt by the Mortgagee of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the Mortgagee, and (g) be satisfactory in all other reasonable respects to the Mortgagee. Any insurance maintained pursuant to this Section 2.1 section 3.1 may be evidenced by blanket insurance policies covering the Mortgaged Property and other properties or assets of the Mortgagor, provided that any such policy shall specify the portion, if less than all, of the total coverage of such policy that is allocated to the Mortgaged Property and shall in all other respects comply with the requirements of this Section 2.1section 3.1.

Policy Provisions. All insurance maintained by the Mortgagor Tenant pursuant to Section 2.1.1 shall 14.1(a) shall: (a) (except for worker's any workers' compensation insurance and employers' liability insurance) list the Mortgagor and the Mortgagee, name as additional insureds insureds, as their respective interests may appear, Landlord and Tenant and any Superior Mortgagee who shall have executed and delivered a Non-Disturbance Agreement; (b) include a stipulation that premiums will be paid by and are the responsibility of Tenant; (c) except for any comprehensive general liability, worker's compensation and public insurance or employer's liability insurance) , provide that no act or omission of Tenant shall impair or affect the rights of the insureds to receive and collect the proceeds for any losses shall be adjusted by under the Mortgagor subject to the approval of the Mortgagee in the event the proceeds shall exceed $1,000,000, relevant policy; and shall be payable to the Mortgagee, to be held and applied as provided in Section 2.3, (c) include effective waivers by the insurer of all rights of subrogation against any named insured, the indebtedness secured by this Mortgage and the Property and all claims for insurance premiums against the Mortgagee, (d) provide that any losses shall be payable notwithstanding (i) any act, failure to act or negligence of or violation of warranties, declarations or conditions contained in such policy by any named insured, (ii) the occupation or use of the Property for purposes more hazardous than permitted by the terms thereof, (iii) any foreclosure or other action or proceeding taken by the Mortgagee pursuant to any provision of this Mortgage, or (iv) any change in title or ownership of the Property, (e) provide that no cancellation, reduction in amount or material change in coverage thereof or any portion thereof shall be effective until at least thirty (30) 30 days after receipt by the Mortgagee Landlord of written notice thereof. Tenant shall have the sole authority to settle claims under insurance policies; provided, that in case of any damage or destruction affording Tenant the right to terminate this Lease pursuant to Section 15.4(a), Tenant may not settle all or any of the claims under the policies referred to in clauses (i), (fii), (iv) provide that or (vi) of Section 14.1(a) arising from any notice under damage or destruction unless it shall waive such policies shall be simultaneously delivered right with respect to the Mortgagee, and (g) be satisfactory in all other reasonable respects to the Mortgageesuch damage or destruction. Any insurance maintained pursuant to this Section 2.1 Tenant may be evidenced by blanket insurance policies covering the Property and other properties or assets obtain any of the Mortgagorinsurance required hereby under blanket or umbrella policies; provided, provided that any such policy of insurance provided for under clauses (i), (ii), (iv) or (vi) of Section 14.1(a): (i) shall specify permit recovery in the portionamount required by the clause in question to be carried without regard to other insured events with respect to other properties, if less than all, and (ii) shall not contain any clause which would result in the insured thereunder being required to carry insurance with respect to the property covered thereby in an amount equal to a minimum specific percentage of the total coverage full insurable value of such policy that is allocated property in order to prevent the Property and shall in all other respects comply insured therein named from becoming a co-insurer of any loss with the requirements insurer under such policy. Tenant shall also cause the members, partners or shareholders of this Landlord whose names shall have been furnished to Tenant and, so long as The Witkoff Group LLC is an affiliate of Landlord, The Witkoff Group LLC as additional named insureds under the insurance required to be maintained by Tenant under clause (iii) of Section 2.1.14.1(a). -50- 61

Policy Provisions. All insurance maintained by the Mortgagor Trustor pursuant to Section 2.1.1 shall shall: (a) be provided by insurers that are approved and licensed to conduct business or authorized to write insurance in the State of Texas with a minimum Best rating of "A-VIII" (provided that, with respect to the insurance maintained by Trustor on the date hereof, Trustor may maintain or renew such insurance with its current insurers if the Financial Size Category ("FSC") of such insurer is no lower than the lower of VIII or such insurers FSC on the date hereof); (b) (except for worker's compensation insurance) list the Mortgagor and the MortgageeBeneficiary, as an additional insureds insured as their respective interests its interest may appear, ; (bc) (except for worker's compensation and public liability insurance) provide that the proceeds for of any losses shall be adjusted by the Mortgagor Trustor subject to the approval of the Mortgagee Beneficiary in the event the proceeds shall exceed $1,000,000, and shall be payable to the MortgageeBeneficiary, to be held and applied as provided in Section 2.3, ; (cd) include effective waivers by the insurer of all rights of subrogation against any named insured, the indebtedness secured by this Mortgage Deed of Trust and the Property Trust Premises and all claims for insurance premiums against the Mortgagee, Beneficiary; (de) (except for worker's compensation and public liability insurance) provide that any losses shall be payable notwithstanding (i) any act, failure to act or negligence of or violation of warranties, declarations or conditions contained in such policy by any named insured, (ii) the occupation or use of the Property Trust Premises for purposes more hazardous than permitted by the terms thereof, (iii) any foreclosure or other action or proceeding taken by the Mortgagee Beneficiary pursuant to any provision of this MortgageDeed of Trust, or (iv) any change in title or ownership of the Property, Trust Premises; (ef) provide that no cancellation, reduction in amount or material change in coverage thereof or any portion thereof shall be effective until at least thirty (30) days after receipt by the Mortgagee Beneficiary of written notice thereof, ; (fg) provide that any notice under such policies shall be simultaneously delivered to the Mortgagee, and (g) be satisfactory in all other reasonable respects to the MortgageeBeneficiary. Any insurance maintained pursuant to this Section 2.1 may be evidenced by blanket insurance policies covering the Property and other properties or assets of the MortgagorTrustor, provided that any such policy shall specify the portion, if less than all, of the total coverage of such policy that is allocated to the Property Trust Premises and shall in all other respects comply with the requirements of this Section 2.1.

Policy Provisions. All The Debtor shall cause all policies of insurance maintained by carried in accordance with this Section 9 to name the Mortgagor pursuant to Section 2.1.1 shall (a) (except for worker's compensation insurance) list the Mortgagor Agent and the Mortgagee, Lenders as additional insureds and, with respect to policies covering the Equipment, name the Agent as their respective interests may appear, (b) (except for worker's compensation and public liability insurance) loss payee. Such policies shall provide with respect to each additional insured that the proceeds for any losses shall be adjusted by the Mortgagor subject to the approval of the Mortgagee in the event the proceeds shall exceed $1,000,000, and shall be payable to the Mortgagee, to be held and applied as provided in Section 2.3, (c) include effective waivers by the insurer of all rights of subrogation against any named insured, the indebtedness secured by this Mortgage and the Property and all claims for insurance premiums against the Mortgagee, (d) provide that any losses shall be payable notwithstanding (i) none of its interests in such policies shall be invalidated by any act, failure to act or negligence omission or breach of warranty or violation of warranties, declarations declaration or conditions condition contained in such policy policies by the Debtor or any named other insured, ; (ii) no cancellation or lapse of coverage for nonpayment of premium or otherwise, and no substantial change of coverage which adversely affects the occupation or use interests of the Property for purposes more hazardous than permitted by the terms thereof, (iii) any foreclosure or other action or proceeding taken by the Mortgagee pursuant to any provision of this Mortgage, or (iv) any change in title or ownership of the Property, (e) provide that no cancellation, reduction in amount or material change in coverage thereof or any portion thereof such additional insured shall be effective as to such additional insured until at least thirty (30) days (or ten (10) days for nonpayment of premium) after receipt by the Mortgagee such additional insured of written notice from the insurers of such cancellation, lapse or change; (iii) the additional insured shall have no liability for premiums, commissions, calls, assessments or advances with respect to such policies; (iv) such policies will be primary without any right of contribution from any other insurance carried by such additional insured; and (v) the insurers waive any rights of set-off, recoupment, counterclaim, deduction or subrogation against such additional insured. Each liability policy shall provide that all the provisions thereof, (f) except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured and provide that the exercise by the insurer of rights of subrogation derived from rights retained by the debtor will not delay payment of any notice under claim that would otherwise be payable but for such policies rights of subrogation. Any all-risk property policy which shall at any time be simultaneously delivered in effect with respect to any Equipment shall name the Agent as loss payee to the Mortgagee, and (g) be satisfactory extent of its interest as long as this Agreement shall remain in all other reasonable respects effect with respect to the Mortgagee. Any insurance maintained pursuant to this Section 2.1 may be evidenced by blanket insurance policies covering the Property and other properties or assets of the Mortgagor, provided that any such policy shall specify the portion, if less than all, of the total coverage of such policy that is allocated to the Property and shall in all other respects comply with the requirements of this Section 2.1Equipment.

Policy Provisions. All insurance maintained by the Mortgagor Grantor ----------------- pursuant to Section 2.1.1 shall (a) (except for worker's compensation insurance) list ------------- name the Mortgagor Grantor as the named insured and the Mortgagee, Beneficiary as an additional insureds as their respective interests may appearinsured and loss payee, (b) (except for worker's compensation and public commercial general liability insurance) provide that the proceeds for any losses shall be adjusted by the Mortgagor Grantor subject to the approval of the Mortgagee Beneficiary in the event the proceeds shall exceed $1,000,000100,000, and shall be payable to the MortgageeBeneficiary, to be held and applied as provided in Section 2.3, (c) include effective waivers by ----------- the insurer of all rights of subrogation against any named insuredthe Beneficiary, the indebtedness secured by this Mortgage Deed of Trust and the Property and all claims for insurance premiums against the MortgageeBeneficiary, (d) provide that any losses shall be payable notwithstanding (i) any act, failure to act or negligence of or violation of warranties, declarations or conditions contained in such policy by any named insured, (ii) the occupation or use of the Property for purposes more hazardous than permitted by the terms thereof, (iii) any foreclosure or other action or proceeding taken by the Mortgagee Beneficiary pursuant to any provision of this MortgageDeed of Trust, or (iv) any change in title or ownership of the Property, (e) provide that no cancellation, reduction in amount or material change in coverage thereof or any portion thereof shall be effective until at least thirty (30) 30 days after receipt by the Mortgagee Beneficiary of written notice thereof, and (f) provide that any notice under such policies shall be simultaneously delivered to the Mortgagee, and (g) be satisfactory in all other reasonable respects to the MortgageeBeneficiary. Any insurance maintained pursuant to this Section 2.1 may be evidenced by blanket insurance policies covering the Property ----------- and other properties or assets of the MortgagorGrantor, provided that any such policy shall specify -------- ---- the portion, if less than all, of the total coverage of such policy that is allocated to the Property and shall in all other respects comply with the requirements of this Section 2.1.. -----------

Policy Provisions. All insurance maintained by the Mortgagor Trustor ----------------- pursuant to Section 2.1.1 shall (a) (except for worker's compensation insurance) list ------------- name the Mortgagor Trustor as the named insured and the Mortgagee, Beneficiary as an additional insureds as their respective interests may appearinsured and loss payee, (b) (except for worker's compensation and public commercial general liability insurance) provide that the proceeds for any losses shall be adjusted by the Mortgagor Trustor subject to the approval of the Mortgagee Beneficiary in the event the proceeds shall exceed $1,000,000100,000, and shall be payable to the MortgageeBeneficiary, to be held and applied as provided in Section 2.3, (c) include effective waivers by ----------- the insurer of all rights of subrogation against any named insuredthe Beneficiary, the indebtedness secured by this Mortgage Deed of Trust and the Property and all claims for insurance premiums against the MortgageeBeneficiary, (d) provide that any losses shall be payable notwithstanding (i) any act, failure to act or negligence of or violation of warranties, declarations or conditions contained in such policy by any named insured, (ii) the occupation or use of the Property for purposes more hazardous than permitted by the terms thereof, (iii) any foreclosure or other action or proceeding taken by the Mortgagee Beneficiary pursuant to any provision of this MortgageDeed of Trust, or (iv) any change in title or ownership of the Property, (e) provide that no cancellation, reduction in amount or material change in coverage thereof or any portion thereof shall be effective until at least thirty (30) 30 days after receipt by the Mortgagee Beneficiary of written notice thereof, and (f) provide that any notice under such policies shall be simultaneously delivered to the Mortgagee, and (g) be satisfactory in all other reasonable respects to the MortgageeBeneficiary. Any insurance maintained pursuant to this Section 2.1 may be evidenced by blanket insurance policies covering the Property ----------- and other properties or assets of the MortgagorTrustor, provided that any such policy -------- ---- shall specify the portion, if less than all, of the total coverage of such policy that is allocated to the Property and shall in all other respects comply with the requirements of this Section 2.1.. -----------

Policy Provisions. All Each policy of insurance maintained by the Mortgagor Beneficiary pursuant to Section 2.1.1 13.1 shall (a) (except for worker's in the case of workers' compensation insurance) list , name the Beneficiary as insured and name the Mortgagor and the Mortgagee, Mortgagee as additional insureds as their respective interests may appear, insureds; (b) (except for worker's compensation and in the case of public liability insurance) provide that the proceeds for any losses shall be adjusted by the Mortgagor subject to the approval of the Mortgagee insurance and workers' compensation insurance and, in the event the proceeds shall exceed $1,000,000that no Event of Default has occurred and is continuing, and rent loss insurance, provide that all Proceeds thereunder shall be payable to the Mortgagee pursuant to a standard first mortgagee endorsement, without contribution, and that adjustment and settlement of any loss in excess of $1,000,000 shall be subject to the reasonable approval of the Mortgagee, to be held and applied as provided in Section 2.3, ; (c) include effective waivers by the insurer of all claims for insurance premiums against all loss payees, additional insureds and named insureds (other than the Beneficiary) and, to the extent available at commercially reasonable rates, all rights of subrogation against any loss payee, additional insured or named insured, the indebtedness secured by this Mortgage and the Property and all claims for insurance premiums against the Mortgagee, ; (d) permit the Mortgagee to pay the premiums and continue any insurance upon failure of the Beneficiary to pay premiums when due, the insolvency of the Beneficiary or the foreclosure or other transfer of the Property; (e) except in the case of public liability and workers' compensation insurance and except to the extent that the Declaration of Easements or the Condominium Deed provides for a contrary means of paying Proceeds, provide that any losses Proceeds shall be payable notwithstanding to the Mortgagee (subject to the provisions of Article 15 pursuant to which the Beneficiary is entitled to receive proceeds of up to $1,000,000) and that the insurance shall not be impaired or invalidated by virtue of (i) any act, failure to act or act, negligence of of, or violation of warrantiesdeclarations, declarations warranties or conditions contained in such policy by the Beneficiary, the Mortgagor or the Mortgagee or any other named insured, additional insured or loss payee, (ii) the occupation or use of the Property insured properties for purposes more hazardous than permitted by the terms thereofof the policy, (iii) any foreclosure or other action proceeding or proceeding taken by notice of sale relating to the Mortgagee pursuant to any provision of this Mortgage, insured properties or (iv) any change in the title to or ownership or possession of the Propertyinsured properties (provided that with respect to items (iii) and (iv), any notice requirements of the applicable policies are satisfied); (ef) be subject to a deductible, if any, not greater than $1,000,000; and (g) provide that if all or any part of such policy is to be canceled or terminated, or is to expire, the insurer will forthwith give prior notice thereof to each named insured, additional insured and loss payee and that no cancellation, termination, expiration, reduction in amount of, or material change (other than an increase in coverage) in, coverage thereof or any portion thereof shall be effective until at least thirty (30) ten days after receipt by the Mortgagee each named insured, additional insured and loss payee of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the Mortgagee, and (g) be satisfactory in all other reasonable respects to the Mortgagee. Any insurance maintained pursuant to this Section 2.1 may be evidenced by blanket insurance policies covering the Property and other properties or assets of the Mortgagor, provided that any such policy shall specify the portion, if less than all, of the total coverage of such policy that is allocated to the Property and shall in all other respects comply with the requirements of this Section 2.1.

Policy Provisions. All insurance maintained by the Mortgagor ----------------- pursuant to Section 2.1.1 shall (a) (except for worker's compensation insurance) list ------------- name the Mortgagor as the named insured and the Mortgagee, Mortgagee as an additional insureds as their respective interests may appearinsured and loss payee, (b) (except for worker's compensation and public commercial general liability insurance) provide that the proceeds for any losses shall be adjusted by the Mortgagor subject to the approval of the Mortgagee in the event the proceeds shall exceed $1,000,000100,000, and shall be payable to the Mortgagee, to be held and applied as provided in Section 2.3, (c) include effective waivers by ----------- the insurer of all rights of subrogation against any named insuredthe Mortgagee, the indebtedness secured by this Mortgage and the Property and all claims for insurance premiums against the Mortgagee, (d) provide that any losses shall be payable notwithstanding (i) any act, failure to act or negligence of or violation of warranties, declarations or conditions contained in such policy by any named insured, (ii) the occupation or use of the Property for purposes more hazardous than permitted by the terms thereof, (iii) any foreclosure or other action or proceeding taken by the Mortgagee pursuant to any provision of this Mortgage, or (iv) any change in title or ownership of the Property, (e) provide that no cancellation, reduction in amount or material change in coverage thereof or any portion thereof shall be effective until at least thirty (30) 30 days after receipt by the Mortgagee of written notice thereof, and (f) provide that any notice under such policies shall be simultaneously delivered to the Mortgagee, and (g) be satisfactory in all other reasonable respects to the Mortgagee. Any insurance maintained pursuant to this Section 2.1 ----------- may be evidenced by blanket insurance policies covering the Property and other properties or assets of the Mortgagor, provided that any such policy shall specify the portion, if less than -------- ---- all, of the total coverage of such policy that is allocated to the Property and shall in all other respects comply with the requirements of this Section 2.1.. -----------

Policy Provisions. All insurance maintained by the Mortgagor Trustor pursuant to Section 2.1.1 shall (a) (except for worker's compensation insurance) list the Mortgagor Trustor and the MortgageeBeneficiary, as additional insureds as their respective interests may appear, (b) (except for worker's compensation and public liability insurance) provide that the proceeds for any losses shall be adjusted by the Mortgagor Trustor subject to the approval of the Mortgagee Beneficiary in the event the I-3-B-14 18 proceeds shall exceed $1,000,000, and shall be payable to the MortgageeBeneficiary, to be held and applied as provided in Section 2.3, (c) include effective waivers by the insurer of all rights of subrogation against any named insured, the indebtedness secured by this Mortgage Deed of Trust and the Property and all claims for insurance premiums against the MortgageeTrustee and the Beneficiary, (d) (except for worker's compensation and public liability insurance) provide that any losses shall be payable notwithstanding (i) any act, failure to act or negligence of or violation of warranties, declarations or conditions contained in such policy by any named insured, (ii) the occupation or use of the Property for purposes more hazardous than permitted by the terms thereof, (iii) any foreclosure or other action or proceeding taken by the Mortgagee Beneficiary pursuant to any provision of this MortgageDeed of Trust, or (iv) any change in title or ownership of the Property, (e) provide that no cancellation, reduction in amount or material change in coverage thereof or any portion thereof shall be effective until at least thirty (30) days after receipt by the Mortgagee Beneficiary of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the MortgageeBeneficiary, and (g) be satisfactory in all other reasonable respects to the MortgageeBeneficiary. Any insurance maintained pursuant to this Section 2.1 may be evidenced by blanket insurance policies covering the Property and other properties or assets of the MortgagorTrustor, provided that any such policy shall specify the portion, if less than all, of the total coverage of such policy that is allocated to the Property and shall in all other respects comply with the requirements of this Section 2.1.

Policy Provisions. All insurance policies maintained by the Mortgagor pursuant to Section 2.1.1 shall in accordance with clause (a) (except for worker's compensation insurance) list the Mortgagor and the Mortgagee, as additional insureds as their respective interests may appearA), (bB), or (C) of this Section 10.8 (except for worker's compensation x) shall contain either the New York standard mortgagee clause or 438 BFU, and public liability insurance(y) shall provide that the proceeds for any losses so long as no Event of Default shall have occurred and be continuing, property losses, if any, shall be adjusted by with the Mortgagor subject Borrower and shall be made payable to the approval Borrower or its order, except that as to any insured loss in excess of $1,000,000, such loss shall be adjusted with the Borrower but final settlement will be made with the concurrence of the Mortgagee in the event the proceeds Security Agent, which concurrence shall exceed $1,000,000not be unreasonably withheld, and shall be payable solely to the Mortgagee, Security Agent for deposit in the Special Payment Account pursuant to be held and applied as provided the Security Deposit Agreement. All insurance policies maintained in accordance with this Section 2.3, (c) include effective waivers by the insurer of all rights of subrogation against any named insured, the indebtedness secured by this Mortgage and the Property and all claims for insurance premiums against the Mortgagee, (d) provide that any losses shall be payable notwithstanding 10.8: (i) any act, failure to act or negligence of or violation of warranties, declarations or conditions contained in such policy by any named insured, (ii) the occupation or use of the Property for purposes more hazardous than permitted by the terms thereof, (iii) any foreclosure or other action or proceeding taken by the Mortgagee pursuant to any provision of this Mortgage, or (iv) any change in title or ownership of the Property, (e) shall provide that no cancellation, reduction in amount termination or material change in coverage thereof or any portion thereof such insurance shall be effective until at least thirty 45 days (3010 days in the case of non-payment of premium) days after receipt the insurer shall have given written notice thereof to the Security Agent, (ii) except for the insurance referred to in paragraph (F) above, shall contain a waiver of any rights of subrogation of the insurer against the Additional Insureds and a waiver of any rights of the insurer to any setoff or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any of the Additional Insureds, (iii) in the case of the insurance referred to in paragraphs (D) and (G) above, shall provide that all the provisions thereof, except the limits of liability (which shall be applicable to all insureds as a group) and liability for premiums (which shall be solely a liability of the Borrower) shall operate in the same manner as if there were a separate policy covering each such insured, without right of contribution from any other insurance which may be carried by any insured covering a loss which is also covered under the insurance policies maintained by the Mortgagee of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the Mortgagee, and (g) be satisfactory in all other reasonable respects to the Mortgagee. Any insurance maintained Borrower pursuant to this Section 2.1 may be evidenced by blanket insurance policies covering 10.8, and (iv) shall provide that the Property Additional Insureds and other properties the loss payees shall have no obligation or assets of the Mortgagorliability for premiums, provided that any commissions, assessments or calls in connection with such policy shall specify the portion, if less than all, of the total coverage of such policy that is allocated to the Property and shall in all other respects comply with the requirements of this Section 2.1insurance.

Policy Provisions. 4.1 All insurance policies maintained by the Mortgagor pursuant to Section 2.1.1 in accordance with this Schedule 12 shall (a) (except for worker's compensation insurance) list contain either the Mortgagor and the MortgageeNew York standard mortgagee clause or 438 BFU where applicable or similar language in local use providing that policy shall not be invalidated due to any act or neglect by Borrower, as additional insureds as their respective interests may appear, any non-occupation or any change in risk. And (b) (except for worker's compensation and public liability insurance) provide that so long as no Event of Default shall have occurred and be continuing (and upon the proceeds for Agent delivering notice to the Borrower under Clause 27.17 (Acceleration) of the Facility Agreement, property losses, if any losses shall be adjusted by with the Mortgagor subject Borrower, except that as to any insured loss in excess of US $2,000,000, such loss shall be adjusted with the approval Borrower but final settlement will be made with the concurrence of the Mortgagee in the event the proceeds Agent, which concurrence shall exceed $1,000,000not be unreasonably withheld or delayed, and any such losses in excess of SGD $10,000,000 shall be payable solely to the MortgageeAgent (or, if after Completion Date to the Security Trustee or as applicable the security trustee with respect to Permitted FF&E Indebtedness), PROVIDED THAT, in respect of Construction Builders Risk Property insurance and the “All Risk Property insurance defined in paragraph 2.1 above, irrespective of any other provisions therein contained, be held and applied paid to repair or reinstate the loss or damage to the Properties for which the relevant claim was made in accordance within the Development Agreement or as provided in Section 2.3, (c) include effective waivers otherwise directed by the insurer Lessor, in each case without deduction, set-off or counterclaim in respect of all any outstanding premiums. All insurance policies maintained in accordance with this Schedule 12 shall (i) contain a waiver of any rights of subrogation of the insurer against any named insuredthe Secured Parties, the indebtedness secured by this Mortgage Agent and the Property Security Trustee, and all claims for insurance premiums against a waiver of any rights of the Mortgageeinsurer to any setoff or counterclaim or other deduction, (d) provide that whether by attachment or otherwise, in respect of any losses shall be payable notwithstanding (i) any actliability of the Secured Parties, failure to act the Agent or negligence of or violation of warranties, declarations or conditions contained in such policy by any named insuredthe Security Trustee, (ii) shall provide that all the occupation or use provisions thereof, except the limits of liability (which shall be applicable to all insureds as a group) and liability for premiums (which shall be solely a liability of the Property for purposes more hazardous than permitted Borrower) shall operate in the same manner as if there were a separate policy covering each such insured, without right of contribution from any other insurance which may be carried by any insured covering a loss which is also covered under the insurance policies maintained by the terms thereofBorrower pursuant to this Schedule 12, and (iii) shall provide that the Security Trustee as additional insured and Security Trustee as loss payee shall have no obligation or liability for premiums, commissions, assessments or calls in connection with such insurance. If any foreclosure insurance policies maintained in accordance with this Schedule 12 contains a cancellation provision, the policy shall also contain a provision that such policy will not be cancelled or other action or proceeding taken by the Mortgagee pursuant allowed to any provision of this Mortgageexpire, or (iv) that its limits or scope of coverage will not be reduced or materially varied for any change in title or ownership of the Property, (e) provide that no cancellation, reduction in amount or material change in coverage thereof or any portion thereof shall be effective reason whatsoever until at least thirty (30) days after receipt by the Mortgagee of 30 days’ prior written notice thereofhas been provided to the Agent; PROVIDED THAT in the case of non-payment of premium, (f) provide that any the policy will be cancellable if such non-payment is not cured within ten days following written notice under such policies to the Agent. The Borrower shall be simultaneously delivered to the Mortgageesolely responsible for any deductibles, and (g) be satisfactory in coinsurance, retained risk or risk sharing under all other reasonable respects to the Mortgageeinsurance policies. Any insurance maintained pursuant to this Section 2.1 may be evidenced by blanket insurance policies covering the Property and other properties or assets of the Mortgagor, provided that any such policy shall specify the portion, if less than all, of the total coverage of such policy that is allocated to the Property and shall in all other respects comply with the requirements of this Section 2.1.242

Policy Provisions. All insurance policies maintained by the Mortgagor pursuant to Section 2.1.1 shall in accordance with clause (a) (except for worker's compensation insurance) list the Mortgagor and the Mortgagee, as additional insureds as their respective interests may appearA), (bB), or (C) of this Section 10.8 (except for worker's compensation x) shall contain either the New York standard mortgagee clause or 438 BFU, and public liability insurance(y) shall provide that the proceeds for any losses so long as no Event of Default shall have occurred and be continuing, property losses, if any, shall be adjusted by with the Mortgagor subject Borrower and shall be made payable to the approval Borrower or its order, except that as to any insured loss in excess of $1,000,000, such loss shall be adjusted with the Borrower but final settlement will be made with the concurrence of the Mortgagee in the event the proceeds Security Agent, which concurrence shall exceed $1,000,000not be unreasonably withheld, and shall be payable solely to the Mortgagee, Security Agent for deposit in the Special Payment Account pursuant to be held and applied as provided the Security Deposit Agreement. All insurance policies maintained in accordance with this Section 2.3, (c) include effective waivers by the insurer of all rights of subrogation against any named insured, the indebtedness secured by this Mortgage and the Property and all claims for insurance premiums against the Mortgagee, (d) provide that any losses shall be payable notwithstanding 10.8: (i) any act, failure to act or negligence of or violation of warranties, declarations or conditions contained in such policy by any named insured, (ii) the occupation or use of the Property for purposes more hazardous than permitted by the terms thereof, (iii) any foreclosure or other action or proceeding taken by the Mortgagee pursuant to any provision of this Mortgage, or (iv) any change in title or ownership of the Property, (e) shall provide that no cancellation, reduction in amount termination or material change in coverage thereof or any portion thereof such insurance shall be effective until at least thirty 45 days (3010 days in the case of non-payment of premium) days 76 after receipt the insurer shall have given written notice thereof to the Security Agent, (ii) except for the insurance referred to in paragraph (F) above, shall contain a waiver of any rights of subrogation of the insurer against the Additional Insureds and a waiver of any rights of the insurer to any setoff or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any of the Additional Insureds, (iii) in the case of the insurance referred to in paragraphs (D) and (G) above, shall provide that all the provisions thereof, except the limits of liability (which shall be applicable to all insureds as a group) and liability for premiums (which shall be solely a liability of the Borrower) shall operate in the same manner as if there were a separate policy covering each such insured, without right of contribution from any other insurance which may be carried by any insured covering a loss which is also covered under the insurance policies maintained by the Mortgagee of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the Mortgagee, and (g) be satisfactory in all other reasonable respects to the Mortgagee. Any insurance maintained Borrower pursuant to this Section 2.1 may be evidenced by blanket insurance policies covering 10.8, and (iv) shall provide that the Property Additional Insureds and other properties the loss payees shall have no obligation or assets of the Mortgagorliability for premiums, provided that any commissions, assessments or calls in connection with such policy shall specify the portion, if less than all, of the total coverage of such policy that is allocated to the Property and shall in all other respects comply with the requirements of this Section 2.1insurance.

Policy Provisions. All insurance policies maintained by the Mortgagor pursuant to Section 2.1.1 shall in accordance with clauses (i), (ii) or (iii) of paragraph (a) of this Section 5.8 (except for worker's compensation insurancei) list shall contain either the Mortgagor New York standard mortgagee clause or 438 BFU and the Mortgagee, as additional insureds as their respective interests may appear, (bii) (except for worker's compensation and public liability insurance) shall provide that the proceeds for any losses so long as no Event of Default shall have occurred and be continuing, property losses, if any, shall be adjusted by with the Mortgagor subject Borrower and shall be made payable to the approval Borrower or its order, except that as to any insured loss in excess of $1,000,000, such loss shall be adjusted with the Borrower but final settlement will be made with the concurrence of the Mortgagee Collateral Agent or, with respect to payments on account of coverage described in paragraph (a)(iii)(B) above, the event the proceeds Inventory and Receivables Security Agent, which concurrence shall exceed $1,000,000not be unreasonably withheld, and shall be payable solely to the MortgageeCollateral Agent or the Inventory and Receivables Security Agent, to be held and applied as provided applicable. All insurance policies maintained in accordance with this Section 2.3, (c) include effective waivers by the insurer of all rights of subrogation against any named insured, the indebtedness secured by this Mortgage and the Property and all claims for insurance premiums against the Mortgagee, (d) provide that any losses shall be payable notwithstanding 5.8 (i) any act, failure to act or negligence of or violation of warranties, declarations or conditions contained in such policy by any named insured, (ii) the occupation or use of the Property for purposes more hazardous than permitted by the terms thereof, (iii) any foreclosure or other action or proceeding taken by the Mortgagee pursuant to any provision of this Mortgage, or (iv) any change in title or ownership of the Property, (e) shall provide that no cancellation, reduction in amount termination or material change in coverage thereof or any portion thereof such insurance shall be effective until at least thirty 30 days (3010 days in the case of non-payment of premium) days after receipt the insurer shall have given written notice thereof to the Collateral Agent and, with respect to policies maintained in accordance with paragraph (a)(iii)(B) above, the Inventory and Receivables Security Agent, (ii) except for the insurance referred to in clause (vi) of paragraph (a) above, shall contain a waiver of any rights of subrogation of the insurer against the Collateral Agent or, with respect to payments on account of coverage described in paragraph (a)(iii)(B) above, the Inventory and Receivables Security Agent, and a waiver of any rights of the insurer to any setoff or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Collateral Agent or the Inventory and Receivables Security Agent, as applicable, (iii) in the case of the insurance referred to in clauses (iv) and (vii) of paragraph (a) above, shall provide that all the provisions thereof, except the limits of liability (which shall be applicable to all insureds as a group) and liability for premiums (which shall be solely a liability of the Borrower) shall operate in the same manner as if there were a separate policy covering each such insured, without right of contribution from any other insurance which may be carried by any insured covering a loss which is also covered under the insurance policies maintained by the Mortgagee of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the Mortgagee, and (g) be satisfactory in all other reasonable respects to the Mortgagee. Any insurance maintained Borrower pursuant to this Section 2.1 may 5.8, and (iv) shall provide that the Collateral Agent and the Inventory and Receivables Security Agent, as applicable, as additional insureds and loss payees shall have no obligation or 42 liability for premiums, commissions, assessments or calls in connection with such insurance. The Borrower shall be evidenced by blanket solely responsible for any deductibles, coinsurance, retained risk or risk sharing under all insurance policies covering the Property and other properties or assets of the Mortgagor, provided that any such policy shall specify the portion, if less than all, of the total coverage of such policy that is allocated to the Property and shall in all other respects comply with the requirements of this Section 2.1policies.

Policy Provisions. All insurance maintained by the Mortgagor pursuant to Section SECTION 2.1.1 shall (a) (except for worker's compensation insurance) list name the Mortgagor as the insured with the mortgagee named as mortgagee and the Mortgagee, as additional insureds as their respective interests may appearloss payee, (b) (except for worker's compensation and public liability insurance) provide that the proceeds for any losses shall be adjusted by the Mortgagor subject to the reasonable approval of the Mortgagee in the event the proceeds shall exceed Two Hundred Fifty Thousand Dollars ($1,000,000250,000), and shall be payable to the Mortgagee, to be held and applied as provided in Section SECTION 2.3, (c) include effective waivers by the insurer of all rights of subrogation against any named insured, the indebtedness secured by this Mortgage and the Property and all claims for insurance premiums against the Mortgagee, (d) provide that any losses shall be payable notwithstanding (i) any act, failure to act or negligence of or violation of warranties, declarations or conditions contained in such policy by any named insured, (ii) the occupation or use of the Property for purposes more hazardous than permitted by the terms thereof, (iii) any foreclosure or other action or proceeding taken by the Mortgagee pursuant to any provision of this Mortgage, or (iv) any change in title or ownership of the Property, (e) provide that no cancellation, reduction in amount or material change in coverage thereof or any portion thereof shall be effective until at least thirty ten (3010) days after receipt by the Mortgagee of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the Mortgagee, and (g) be reasonably satisfactory in all other reasonable material respects to the Mortgagee. Any insurance maintained pursuant to this Section SECTION 2.1 may be evidenced by blanket insurance policies covering the Property and other properties or assets of the Mortgagor, provided that any such policy shall specify the portion, if less than all, of the total coverage of such policy that is allocated to the Property and shall in all other respects comply with the requirements of this Section SECTION 2.1.

Policy Provisions. All insurance maintained by the Mortgagor Tenant pursuant to ----------------- Section 2.1.1 shall 18.1 shall: (a) except for workers' compensation insurance, name Lessor and any lender on the Property, their respective agents, employees, contractors, invitees and Tenant as insureds, as their respective interests may appear, and shall include an effective waiver by the issuer of all rights of subrogation against any named insured or such insured's interest in the Property or any income derived therefrom; (b) Provide that all insurance proceeds for losses of less than $25,000 shall be adjusted by Tenant and all insurance proceeds for losses of such amount or more, (except for worker's public liability and property damage and workers' compensation insurance which shall be adjusted by Tenant) shall be adjusted by Lessor and Tenant jointly; (c) provide that, except in the case of public liability and property damage and workers' compensation insurance (or liability insurance obtained in lieu of workers' compensation insurance) list ), insurance proceeds with respect to the Mortgagor Improvements shall be payable to the Depository for the benefit of Lessor and the MortgageeTenant, as additional insureds as their respective interests may appear, (b) (except for workerprovided, however, in all cases insurance proceeds with respect to Tenant's compensation and public liability insurance) provide that the proceeds for any losses shall be adjusted by the Mortgagor subject to the approval of the Mortgagee in the event the proceeds shall exceed $1,000,000, and Equipment shall be payable to the Mortgagee, to be held and applied as provided in Section 2.3, (c) include effective waivers by the insurer of all rights of subrogation against any named insured, the indebtedness secured by this Mortgage and the Property and all claims for insurance premiums against the Mortgagee, Tenant alone); (d) provide that any losses shall be payable notwithstanding (i) any act, act or failure to act or negligence of Lessor or violation of warranties, declarations Tenant or conditions contained in such policy by any named insured, (ii) the occupation or use of the Property for purposes more hazardous than permitted by the terms thereof, (iii) any foreclosure or other action or proceeding taken by the Mortgagee pursuant to any provision of this Mortgage, or (iv) any change in title or ownership of the Property, Person; and (e) provide that no cancellation, reduction in amount or material change in coverage thereof or any portion thereof shall be effective until at least thirty (30) days after receipt by the Mortgagee mailing of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered thereof to the Mortgagee, and (g) be satisfactory in all other reasonable respects to the Mortgagee. Any insurance maintained pursuant to this Section 2.1 may be evidenced by blanket insurance policies covering the Property and other properties or assets of the Mortgagor, provided that any such policy shall specify the portion, if less than all, of the total coverage of such policy that is allocated to the Property and shall in all other respects comply with the requirements of this Section 2.1Lessor.

Policy Provisions. All insurance policies maintained by the Mortgagor pursuant to Section 2.1.1 shall in accordance with clauses (i), (ii) or (iii) of paragraph (a) of this Section 5.7 (except for worker's compensation insurancei) list shall contain either the Mortgagor New York standard mortgagee clause or 438 BFU and the Mortgagee, as additional insureds as their respective interests may appear, (bii) (except for worker's compensation and public liability insurance) shall provide that the proceeds for any losses so long as no Event of Default shall have occurred and be continuing, property losses, if any, shall be adjusted by with the Mortgagor subject Borrower and shall be made payable to the approval Borrower or its order, except that as to any insured loss in excess of $1,000,000, such loss shall be adjusted with the Borrower but final settlement will be made with the concurrence of the Mortgagee Administrative Agent or, with respect to payments on account of coverage described in paragraph (a)(iii)(B) above, the event the proceeds Inventory and Receivables Security Agent, which concurrence shall exceed $1,000,000not be unreasonably withheld, and shall be payable solely to the MortgageeAdministrative Agent or the Inventory and Receivables Security Agent, to be held and applied as provided applicable. All insurance policies maintained in accordance with this Section 2.3, (c) include effective waivers by the insurer of all rights of subrogation against any named insured, the indebtedness secured by this Mortgage and the Property and all claims for insurance premiums against the Mortgagee, (d) provide that any losses shall be payable notwithstanding 5.7 (i) any act, failure to act or negligence of or violation of warranties, declarations or conditions contained in such policy by any named insured, (ii) the occupation or use of the Property for purposes more hazardous than permitted by the terms thereof, (iii) any foreclosure or other action or proceeding taken by the Mortgagee pursuant to any provision of this Mortgage, or (iv) any change in title or ownership of the Property, (e) shall provide that no cancellation, reduction in amount termination or material change in coverage thereof or any portion thereof such insurance shall be effective until at least thirty 30 days (3010 days in the case of non-payment of premium) days after receipt the insurer shall have given written notice thereof to the Administrative Agent and Collateral Agent and, with respect to policies maintained in accordance with paragraph (a)(iii)(B) above, the Inventory and Receivables Security Agent, (ii) except for the insurance referred to in clause (vi) of paragraph (a) above, shall contain a waiver of any rights of subrogation of the insurer against the Administrative Agent or the Collateral Agent or, with respect to payments on account of coverage described in paragraph (a)(iii)(B) above, the Inventory and Receivables Security Agent and a waiver of any rights of the insurer to any setoff or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Administrative Agent and the Collateral Agent or the Inventory and Receivables Security Agent, as applicable, (iii) in the case of the insurance referred to in clauses (iv) and (vii) of paragraph (a) above, shall provide that all the provisions thereof, except the limits of liability (which shall be applicable to all insureds as a group) and liability for premiums (which shall be solely a liability of the Borrower) shall operate in the same manner as if there were a separate policy covering each such insured, without right of contribution from any other insurance which may be carried by any insured covering a loss which is also covered under the insurance policies maintained by the Mortgagee of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the Mortgagee, and (g) be satisfactory in all other reasonable respects to the Mortgagee. Any insurance maintained Borrower pursuant to this Section 2.1 may 5.7, and (iv) shall provide that the Administrative Agent, the Collateral Agent and the Inventory and Receivables Security Agent, as additional insureds and loss payees, where applicable, shall have no obligation or liability for premiums, commissions, assessments or calls in connection with such insurance. The Borrower shall be evidenced by blanket solely responsible for any deductibles, coinsurance, retained risk or risk sharing under all insurance policies covering the Property and other properties or assets of the Mortgagor, provided that any such policy shall specify the portion, if less than all, of the total coverage of such policy that is allocated to the Property and shall in all other respects comply with the requirements of this Section 2.1policies.

Policy Provisions. All insurance policies maintained by the Mortgagor pursuant to Section 2.1.1 shall in accordance with clause (i) of paragraph (a) of this Section 5.7 (except for worker's compensation insurancei) list shall contain either the Mortgagor New York standard mortgagee clause or 438 BFU and the Mortgagee, as additional insureds as their respective interests may appear, (bii) (except for worker's compensation and public liability insurance) shall provide that the proceeds for any losses so long as no Event of Default shall have occurred and be continuing, property losses, if any, shall be adjusted by with the Mortgagor subject Borrower and shall be made payable to the approval Borrower or its order, except that as to any insured loss in excess of $1,000,000, such loss shall be adjusted with the Borrower but final settlement will be made with the concurrence of the Mortgagee Administrative Agent or, with respect to payments on account of coverage described in paragraph (a)(i)(B) above, the event the proceeds Inventory and Receivables Security Agent, which concurrence shall exceed $1,000,000not be unreasonably withheld, and shall be payable solely to the MortgageeAdministrative Agent or the Inventory and Receivables Security Agent, to be held and applied as provided applicable. All insurance policies maintained in accordance with this Section 2.3, (c) include effective waivers by the insurer of all rights of subrogation against any named insured, the indebtedness secured by this Mortgage and the Property and all claims for insurance premiums against the Mortgagee, (d) provide that any losses shall be payable notwithstanding 5.7 (i) any act, failure to act or negligence of or violation of warranties, declarations or conditions contained in such policy by any named insured, (ii) the occupation or use of the Property for purposes more hazardous than permitted by the terms thereof, (iii) any foreclosure or other action or proceeding taken by the Mortgagee pursuant to any provision of this Mortgage, or (iv) any change in title or ownership of the Property, (e) shall provide that no cancellation, reduction in amount termination or material change in coverage thereof or any portion thereof such insurance shall be effective until at least thirty 30 days (3010 days in the case of non-payment of premium) days after receipt the insurer shall have given written notice thereof to the Administrative Agent and Collateral Agent and, with respect to policies maintained in accordance with paragraph (a)(i)(B) above, the Inventory and Receivables Security Agent, (ii) except for the insurance referred to in clause (iv) of paragraph (a) above, shall contain a waiver of any rights of subrogation of the insurer against the Administrative Agent or the Collateral Agent or, with respect to payments on account of coverage described in paragraph (a)(i)(B) above, the Inventory and Receivables Security Agent and a waiver of any rights of the insurer to any setoff or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Administrative Agent and the Collateral Agent or the Inventory and Receivables Security Agent, as applicable, (iii) in the case of the insurance referred to in clauses (ii) and (v) of paragraph (a) above, shall provide that all the provisions thereof, except the limits of liability (which shall be applicable to all insureds as a group) and liability for premiums (which shall be solely a liability of the Borrower) shall operate in the same manner as if there were a separate policy covering each such insured, without right of contribution from any other insurance which may be carried by any insured covering a loss which is also covered under the insurance policies maintained by the Mortgagee of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the Mortgagee, and (g) be satisfactory in all other reasonable respects to the Mortgagee. Any insurance maintained Borrower pursuant to this Section 2.1 may 5.7, and (iv) shall provide that the Administrative Agent, the Collateral Agent and the Inventory and Receivables Security Agent, as additional insureds and loss payees, where applicable, shall have no obligation or liability for premiums, commissions, assessments or calls in connection with such insurance. The Borrower shall be evidenced by blanket solely responsible for any deductibles, coinsurance, retained risk or risk sharing under all insurance policies covering the Property and other properties or assets of the Mortgagor, provided that any such policy shall specify the portion, if less than all, of the total coverage of such policy that is allocated to the Property and shall in all other respects comply with the requirements of this Section 2.1policies.

Policy Provisions. All insurance maintained by the Mortgagor Trustor pursuant to Section 2.1.1 shall (a) (except for worker's compensation insurance) list the Mortgagor Trustor and the MortgageeBeneficiary, as additional insureds as their respective interests may appear, (b) (except for worker's compensation and public liability insurance) provide that the proceeds for any losses shall be adjusted by the Mortgagor Trustor subject to the approval of the Mortgagee Beneficiary in the event the proceeds shall exceed $1,000,000, and shall be payable to the MortgageeBeneficiary, to be held and applied as provided in Section 2.3, (c) include effective waivers by the insurer of all rights of subrogation against any named insured, the indebtedness secured by this Mortgage Deed of Trust and the Property and all claims for insurance premiums against the MortgageeBeneficiary, (d) (except for worker's compensation and public liability insurance) provide that any losses shall be payable notwithstanding (i) any act, failure to act or negligence of or violation of warranties, declarations or conditions contained in such policy by any named insured, (ii) the occupation or use of the Property for purposes more hazardous than permitted by the terms thereof, (iii) any foreclosure or other action or proceeding taken by the Mortgagee Beneficiary pursuant to any provision of this MortgageDeed of Trust, or (iv) any change in title or ownership of the Property, (e) provide that no cancellation, reduction in amount or material change in coverage thereof or any portion thereof shall be effective until at least thirty (30) days after receipt by the Mortgagee Beneficiary of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the MortgageeBeneficiary, and (g) be satisfactory in all other reasonable respects to the MortgageeBeneficiary. Any insurance maintained pursuant to this Section 2.1 may be evidenced by blanket insurance policies covering the Property and other properties or assets of the Mortgagor, provided that any such policy shall specify the portion, if less than all, of the total coverage of such policy that is allocated to the Property and shall in all other respects comply with the requirements of this Section 2.1.other

Policy Provisions. All insurance maintained policies carried by the Mortgagor pursuant Lessee which cover loss or damage to Section 2.1.1 a Unit shall (ai) (except for worker's compensation insurance) list name the Mortgagor Lessee as insured and the MortgageeIndenture Trustee (until the Lien of the Indenture has been discharged in accordance with the terms thereof), the Owner Participant, each holder of a Note and the Lessor) as additional insureds as their respective interests may appearloss payees, (b) (except for worker's compensation and public liability insurance) provide that the proceeds for any losses shall be adjusted by the Mortgagor subject to the approval of the Mortgagee in the event the proceeds shall exceed $1,000,000, and shall be payable to the Mortgagee, to be held and applied as provided in Section 2.3, (c) include effective waivers by the insurer of all rights of subrogation against any named insured, the indebtedness secured by this Mortgage and the Property and all claims for insurance premiums against the Mortgagee, (dii) provide that any losses payment thereunder for any loss or damage shall (except as provided below) be made to the Indenture Trustee under a standard mortgagee loss payable notwithstanding clause or, if the Lien of the Indenture has been discharged in accordance with the terms of the Indenture, to the Lessor, (iiii) provide that such insurance as to the interest of the Lessor (in its individual capacity and as Owner Trustee), the Owner Participant, each holder of a Note and the Indenture Trustee therein shall not be invalidated as against such insured by any act, failure to act or negligence neglect of the Lessee or of any other Person (other than, with respect to such Person, the acts of such Person) or by any breach or violation by the Lessee or by any other Person (other than, with respect to such Person, breaches or violations by such Person) of any warranties, declarations or conditions contained in such policy policies or by any named insured, (ii) the occupation or use of the Property for purposes more hazardous than permitted by the terms thereof, (iii) any foreclosure or other action or proceeding taken by the Mortgagee pursuant to any provision of this Mortgage, or (iv) any change in the title or ownership of the PropertyUnits or any interest therein or with respect thereto. Upon the occurrence of any event giving rise to a payment to be made under any policy of insurance required by the terms of the first sentence of this Section 12, the Lessor (and, until the Lien of the Indenture shall have been discharged in accordance with the terms thereof, the Indenture Trustee) shall instruct the relevant insurer in writing as to the Person(s) entitled to receive such amounts pursuant to the terms of this Section 12. All liability policies carried by the Lessee shall (A) name the Lessor (in its individual capacity and as Owner Trustee), the Owner Participant, each holder of a Note, the Indenture Trustee and the Lessee as insureds and (B) insure the interests of the Lessor, the Owner Participant, each holder of a Note and the Indenture Trustee regardless of any action or inaction of the Lessee or of any other Person (other than, with respect to such Person, the acts of such Person) or any breach or violation by the Lessee or by any other Person (other than, with respect to such Person, breaches or violations by such Person) of any warranties, declarations or conditions contained in such policies. So long as no Lease Default or Lease Event of Default has occurred and is continuing, the loss, if any, under any policy carried by the Lessee covering the Units shall be adjusted with the insurance companies by the Lessee (otherwise by the Lessor); provided, however, that the Lessor may, at its option, participate in the adjustment of any loss that exceeds $5,000,000. If a loss relating to damage to a Unit or Units does not exceed $5,000,000, then, so long as no Lease Default or Lease Event of Default has occurred and is continuing, said loss shall be paid under such policy directly to the Lessee and the Lessor shall receive notice of such payment. All policies described in this Section 12 shall provide: (i) that coverage thereunder shall not be canceled, reduced or otherwise materially changed without at least 30 days' prior written notice from the insurer to the Lessor, the Owner Participant and the Indenture Trustee, (eii) that none of the loss payees or additional insureds shall have any obligation or liability for premiums, commissions, if any, additional premiums or assessments in connection with such insurance, (iii) that the insurers shall waive any rights of subrogation, setoff, counterclaim or other deduction, whether by attachment or otherwise, against Lessor (in its individual capacity and as Owner Trustee), the Owner Participant, each holder of a Note and the Indenture Trustee as the loss payees or additional insureds, (iv) that such insurance shall be primary, without right of contribution from any other insurance which is carried by any loss payee or additional insured with respect to its interest in the Units and shall expressly provide that no cancellation, reduction all provisions except the limits of liability shall operate in amount the same manner as if there were a separate policy insuring each loss payee or material change in coverage thereof or any portion thereof shall be effective until at least thirty (30) days after receipt by the Mortgagee of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the Mortgageeinsured, and (gv) be satisfactory in all other reasonable respects to the Mortgagee. Any insurance maintained pursuant to this Section 2.1 may be evidenced by blanket insurance policies covering the Property and other properties or assets interests of the MortgagorLessor (in its individual capacity and as Owner Trustee), provided that the Owner Participant, each holder of a Note and the Indenture Trustee shall not be invalidated by any such policy shall specify act or negligence or failure to act of, or breach or violation of any warranties, declarations or conditions by, the portion, if less than all, Lessee or any Person having an interest in the Premises or any of the total coverage of such policy that is allocated to the Property and shall in all other respects comply with the requirements of this Section 2.1Units.

Policy Provisions. All insurance maintained by the Mortgagor Trustor pursuant to Section SECTION 2.1.1 shall (a) (except for worker's compensation insurance) list name the Mortgagor Trustor as the insured with the Beneficiary named as mortgagee and the Mortgagee, as additional insureds as their respective interests may appearloss payee, (b) (except for worker's compensation and public liability insurance) provide that the proceeds for any losses shall be adjusted by the Mortgagor Trustor subject to the reasonable approval of the Mortgagee Beneficiary in the event the proceeds shall exceed Two Hundred Fifty Thousand Dollars ($1,000,000250,000), and shall be payable to the MortgageeBeneficiary, to be held and applied as provided in Section SECTION 2.3, (c) include effective waivers by the insurer of all rights of subrogation against any named insured, the indebtedness secured by this Mortgage Deed of Trust and the Property and all claims for insurance premiums against the MortgageeTrustee and the Beneficiary, (d) provide that any losses shall be payable notwithstanding (i) any act, failure to act or negligence of or violation of warranties, declarations or conditions contained in such policy by any named insured, (ii) the occupation or use of the Property for purposes more hazardous than permitted by the terms thereof, (iii) any foreclosure or other action or proceeding taken by the Mortgagee Beneficiary pursuant to any provision of this MortgageDeed of Trust, or (iv) any change in title or ownership of the Property, (e) provide that no cancellation, reduction in amount or material change in coverage thereof or any portion thereof shall be effective until at least thirty ten (3010) days after receipt by the Mortgagee Beneficiary of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the MortgageeBeneficiary, and (g) be reasonably satisfactory in all other reasonable material respects to the MortgageeBeneficiary. Any insurance maintained pursuant to this Section SECTION 2.1 may be evidenced by blanket insurance policies covering the Property and other properties or assets of the MortgagorTrustor, provided that any such policy shall specify the portion, if less than all, of the total coverage of such policy that is allocated to the Property and shall in all other respects comply with the requirements of this Section SECTION 2.1.

Policy Provisions. All insurance maintained by the Mortgagor Borrower pursuant to Section 2.1.1 subsection 3.01.01, shall (a) (except for worker's ’s compensation insurance) list the Mortgagor name Borrower as owner and the Mortgagee, Lender as additional insureds as their respective interests may appear, and as loss payee under a Lender endorsement satisfactory to Lender, (b) (except for worker's ’s compensation and public liability insurance) provide that the proceeds for any losses shall be adjusted by the Mortgagor Borrower, subject to the approval of the Mortgagee Lender in the event the proceeds shall exceed $1,000,000100,000.00, and and, in the event such amount is in excess of $100,000.00 shall be payable to the MortgageeLender, to be held and applied as provided in Section 2.33.03, (c) include effective waivers by the insurer of all rights of subrogation against any named insured, the indebtedness secured by this Mortgage Security Instrument and the Property and all claims for insurance premiums against the MortgageeLender, (d) provide that any losses shall be payable notwithstanding (i) any act, failure foreclosure or other action or proceeding taken by Lender pursuant to act or negligence any provision of or violation of warranties, declarations or conditions contained in such policy by any named insuredthis Security Instrument, (ii) the occupation or use of the Property or any part thereof for purposes more hazardous than then permitted by the terms thereof, of such policy or (iii) any foreclosure or other action or proceeding taken by the Mortgagee pursuant to any provision of this Mortgage, or (iv) any change in title or ownership of the Property, (e) provide that no cancellation, reduction in amount or material change in coverage thereof or any portion thereof shall be effective until at least thirty (30) days after receipt by the Mortgagee Lender of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the Mortgagee, for a deductible of no more than $10,000.00 and (g) be reasonably satisfactory in all other reasonable respects to Lender. The aggregate deductible applicable to property insured under the Mortgagee. Any insurance policies maintained by Borrower pursuant to this Section 2.1 may subsection 3.01.01 shall not be evidenced by blanket insurance policies covering the Property in excess of $20,000.00 and there shall be no deductible applicable to any other properties type of loss or assets of the Mortgagor, provided that any such policy shall specify the portion, if less than all, of the total coverage of such policy that is allocated to the Property and shall in all other respects comply with the requirements of this Section 2.1liability insured thereunder.

Policy Provisions. All insurance maintained by the Mortgagor Trustor pursuant to Section 2.1.1 shall shall: (a) be provided by insurers that are approved and licensed to conduct business or authorized to write insurance in the State of Texas with a minimum Best rating of “A-VIII” (except for worker's compensation insuranceprovided that, with respect to the insurance maintained by Trustor on the date hereof, Trustor may maintain or renew such insurance with its current insurers if the Financial Size Category (“FSC”) list of such insurer is no lower than the Mortgagor and lower of VIII or such insurers FSC on the Mortgagee, as additional insureds as their respective interests may appear, date hereof); (b) (except for worker's ’s compensation and public liability insurance) provide that list the proceeds for any losses shall be adjusted by the Mortgagor subject to the approval of the Mortgagee in the event the proceeds shall exceed $1,000,000Beneficiary, and shall be payable to the Mortgagee, to be held and applied as provided in Section 2.3, an additional insured as its interest may appear; (c) include effective waivers by the insurer of all rights of subrogation against any named insured, the indebtedness secured by this Mortgage Deed of Trust and the Property Trust Premises and all claims for insurance premiums against the Mortgagee, Beneficiary; (d) (except for worker’s compensation and public liability insurance) provide that any losses shall be payable notwithstanding (i) any act, failure to act or negligence of or violation of warranties, declarations or conditions contained in such policy by any named insured, (ii) the occupation or use of the Property Trust Premises for purposes more hazardous than permitted by the terms thereof, (iii) any foreclosure or other action or proceeding taken by the Mortgagee Beneficiary pursuant to any provision of this MortgageDeed of Trust, or (iv) any change in title or ownership of the Property, Trust Premises; (e) endeavor to provide that no to Beneficiary at least thirty (30) days prior written notice of cancellation, reduction in amount or material change in coverage thereof or any portion thereof shall be effective until at least thirty (30) days after receipt by the Mortgagee of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the Mortgagee, and (g) be satisfactory in all other reasonable respects to the MortgageeBeneficiary. Any insurance maintained pursuant to this Section 2.1 may be evidenced by blanket insurance policies covering the Property and other properties or assets of the MortgagorTrustor, provided that any such policy shall specify the portion, if less than all, of the total coverage of such policy that is allocated to the Property Trust Premises and shall in all other respects comply with the requirements of this Section 2.1.

Policy Provisions. All Each policy of insurance maintained by the Mortgagor in respect of Borrower and/or any Property pursuant to this Section 2.1.1 shall (a) (except for worker's compensation in the case of each category of public liability insurance) list , name Borrower as insured and name Lender as an additional insured, and in the Mortgagor and the Mortgageecase of all other insurance required under this Agreement, as an additional insureds insured or as their respective interests may appeara loss payee, as Lender shall require; (b) (except for worker's compensation and in the case of public liability insurance and workers' compensation insurance) , provide that the all proceeds for any losses shall be adjusted by the Mortgagor subject to the approval of the Mortgagee in the event the proceeds shall exceed $1,000,000, and thereunder shall be payable to Lender pursuant to a standard first mortgagee endorsement, without contribution, that all losses with respect to each Property shall be paid directly to Lender, without contribution by any similar insurance carried by Lender and that adjustment and settlement of any material loss shall be subject to the Mortgagee, to be held and applied as provided in Section 2.3, reasonable approval of Lender; (c) include effective waivers by the insurer of all rights of subrogation against any loss payee, additional insured or named insured, the indebtedness secured by this Mortgage and the Property and all claims for insurance premiums against the Mortgagee, ; (d) permit Lender to pay the premiums and continue any insurance upon failure of such Loan Party or such Subsidiary, as the case may be, to pay premiums when due, upon the insolvency of such Loan Party or such Subsidiary, as the case may be, or through foreclosure; (e) to the extent such provisions are reasonably obtainable, provide that any losses such insurance shall not be payable notwithstanding impaired or invalidated by virtue of (i) any act, failure to act or act, negligence of of, or violation of warrantiesdeclarations, declarations warranties or conditions contained in such policy by Borrower, Lender, or any other named insured, additional insured or loss payee, except for the willful misconduct of Lender knowingly in violation of the conditions of such policy, (ii) the occupation or use of the such Property for purposes more hazardous than permitted by the terms thereofof the policy, (iii) any foreclosure or other action proceeding or proceeding taken by the Mortgagee pursuant notice of sale relating to any provision of this Mortgage, such Property or (iv) any change in title or ownership the possession of such Property without a change in the identity of the holder of actual title to such Property; (f) be subject to a deductible, if any, not greater than $100,000 (eor, with respect to coverage for wind damage, such greater amount as shall not exceed 5.0% of the affected Property's agreed value); (g) contain an endorsement providing that neither Lender nor Borrower shall be, or shall be deemed to be, a co-insurer with respect to any risk insured by such policy; and (h) provide that if all or any part of such policy shall be canceled or terminated, or shall expire, the insurer will forthwith give notice thereof to Lender and each additional insured and loss payee and that no cancellation, termination, expiration, reduction in amount of, or material change in (other than an increase) in, coverage thereof or any portion thereof shall be effective until at least thirty (30) 30 days after receipt by the Mortgagee Lender and each additional insured and loss payee of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the Mortgagee, and (g) be satisfactory in all other reasonable respects to the Mortgagee. Any insurance maintained pursuant to this Section 2.1 may be evidenced by blanket insurance policies covering the Property and other properties or assets of the Mortgagor, provided that any such policy shall specify the portion, if less than all, of the total coverage of such policy that is allocated to the Property and shall in all other respects comply with the requirements of this Section 2.1.

Policy Provisions. All Each policy of insurance maintained by the Mortgagor in respect of Borrower and/or any Property pursuant to this Section 2.1.1 shall (a) in the case of each category of public liability insurance, name Borrower as insured and name Agent (except for worker's compensation insurancethe benefit of the Lenders) list as an additional insured, and in the Mortgagor and the Mortgageecase of all other insurance required under this Agreement, as an additional insureds insured or as their respective interests may appeara loss payee, as Agent shall require; (b) (except for worker's compensation and in the case of public liability insurance and workers' compensation insurance) , provide that the all proceeds for any losses shall be adjusted by the Mortgagor subject to the approval of the Mortgagee in the event the proceeds shall exceed $1,000,000, and thereunder shall be payable to Agent pursuant to a standard first mortgagee endorsement, without contribution, that all losses with respect to each Property shall be paid directly to Agent, without contribution by any similar insurance carried by Agent and that adjustment and settlement of any material loss shall be subject to the Mortgagee, to be held and applied as provided in Section 2.3, reasonable approval of Agent; (c) include effective waivers by the insurer of all rights of subrogation against any loss payee, additional insured or named insured, the indebtedness secured by this Mortgage and the Property and all claims for insurance premiums against the Mortgagee, ; (d) permit Agent to pay the premiums and continue any insurance upon failure of such Loan Party or such Subsidiary, as the case may be, to pay premiums when due, upon the insolvency of such Loan Party or such Subsidiary, as the case may be, or through foreclosure; (e) to the extent such provisions are reasonably obtainable, provide that any losses such insurance shall not be payable notwithstanding impaired or invalidated by virtue of (i) any act, failure to act or act, negligence of of, or violation of warrantiesdeclarations, declarations warranties or conditions contained in such policy by any of the Loan Parties, the Agent, the Lenders, or any other named insured, additional insured or loss payee, except for the gross negligence or willful misconduct of Agent or the Lenders knowingly in violation of the conditions of such policy, (ii) the occupation or use of the such Property for purposes more hazardous than permitted by the terms thereofof the policy, (iii) any foreclosure or other action proceeding or proceeding taken by the Mortgagee pursuant notice of sale relating to any provision of this Mortgage, such Property or (iv) any change in title or ownership the possession of such Property without a change in the identity of the holder of actual title to such Property; (f) be subject to a deductible, if any, not greater than $100,000 (eor, with respect to coverage for wind damage, such greater amount as shall not exceed 5.0% of the affected Property's agreed value); (g) contain an endorsement providing that none of the Agent, the Lenders or the Loan Parties shall be, or shall be deemed to be, a co-insurer with respect to any risk insured by such policy; and (h) provide that if all or any part of such policy shall be canceled or terminated, or shall expire, the insurer will forthwith give notice thereof to Agent and each additional insured and loss payee and that no cancellation, termination, expiration, reduction in amount of, or material change in (other than an increase) in, coverage thereof or any portion thereof shall be effective until at least thirty (30) 30 days after receipt by the Mortgagee Agent and each additional insured and loss payee of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the Mortgagee, and (g) be satisfactory in all other reasonable respects to the Mortgagee. Any insurance maintained pursuant to this Section 2.1 may be evidenced by blanket insurance policies covering the Property and other properties or assets of the Mortgagor, provided that any such policy shall specify the portion, if less than all, of the total coverage of such policy that is allocated to the Property and shall in all other respects comply with the requirements of this Section 2.1.