Common use of Policy Provisions Clause in Contracts

Policy Provisions. All insurance maintained by the Grantor pursuant to Section 2.1.1 shall (a) (except for worker's compensation insurance) list the Grantee as an additional insured as 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 Grantor subject to the approval of the Grantee in the event the proceeds shall exceed $1,000,000, and shall be payable to the Grantee, 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 Deed and the Property and all claims for insurance premiums against the Grantee, (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 Grantee pursuant to any provision of this Deed, 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 Grantee of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the Grantee, and (g) be satisfactory in all other reasonable respects to the Grantee. 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 Grantor, 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 Grantor Mortgagor pursuant to Section 2.1.1 shall (a) (except for worker's compensation insurance) list the Grantee Mortgagor and the Mortgagee, as an additional insured insureds as its 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 Grantor Mortgagor subject to the approval of the Grantee Mortgagee in the event the proceeds shall exceed $1,000,000, and shall be payable to the GranteeMortgagee, 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 Deed Mortgage and the Property and all claims for insurance premiums against the GranteeMortgagee, (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 Grantee Mortgagee pursuant to any provision of this DeedMortgage, 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 Grantee Mortgagee of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the GranteeMortgagee, and (g) be satisfactory in all other reasonable respects to the GranteeMortgagee. 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 GrantorMortgagor, 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 Grantor Trustor pursuant to Section 2.1.1 shall (a) (except for worker's compensation insurance) list the Grantee Trustor and the Beneficiary, as an additional insured insureds as its 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 Grantor Trustor subject to the approval of the Grantee Beneficiary in the event the proceeds shall exceed $1,000,000, and shall be payable to the GranteeBeneficiary, 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 Deed of Trust and the Property and all claims for insurance premiums against the GranteeTrustee 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 Grantee Beneficiary pursuant to any provision of this DeedDeed 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 Grantee Beneficiary of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the GranteeBeneficiary, and (g) be satisfactory in all other reasonable respects to the GranteeBeneficiary. 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 GrantorTrustor, 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 Grantor Mortgagor pursuant to Section SECTION 2.1.1 shall (a) (except for worker's compensation insurance) list name the Grantee Mortgagor as an additional the insured with the Mortgagee named as its interests may appearmortgagee and loss payee, (b) (except for worker's compensation and public liability insurance) provide that the proceeds for any losses shall be adjusted by the Grantor Mortgagor subject to the reasonable approval of the Grantee Mortgagee in the event the proceeds shall exceed Two Hundred Fifty Thousand Dollars ($1,000,000250,000), and shall be payable to the GranteeMortgagee, 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 Deed Mortgage and the Property and all claims for insurance premiums against the GranteeMortgagee, (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 Grantee Mortgagee pursuant to any provision of this DeedMortgage, 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 Grantee Mortgagee of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the GranteeMortgagee, and (g) be reasonably satisfactory in all other reasonable material respects to the GranteeMortgagee. 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 GrantorMortgagor, 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 policies required by Section 1.7.1 shall be on forms, with endorsements and with deductible amounts reasonably satisfactory to Beneficiary (but in no event shall a deductible amount exceed ten percent (10%) of the policy limits above). All policies of insurance required by Sections 1.7.1(i), (iii), (iv), (v) and (vii) shall contain suitable loss-payable and standard noncontribution mortgagee clauses acceptable to and in favor of Beneficiary or the Trustee and their assigns. If an Event of Default shall have occurred at the time of receipt of any insurance proceeds, Beneficiary or the Trustee may, at Beneficiary's option, apply the same to the repayment of the Obligations in accordance with the Mortgage Note or other Loan Documents. In all other cases, proceeds of such insurance shall be applied in the manner contemplated by Section 1.8 hereof. All policies of insurance maintained by the Grantor pursuant to this Section 2.1.1 shall 1.7.2 shall: (ai) (except for worker's compensation insurance) list Name Beneficiary and the Grantee Trustee as an additional insured insureds or loss payees, as its applicable, as their respective interests may appear; (ii) provide that Beneficiary shall be advised in writing of any casualty insurance claims exceeding One Hundred Thousand Dollars ($100,000) before payment thereon is made and, (b) (except for in the case of worker's compensation and public liability insurance, that all proceeds for losses of One Hundred Thousand Dollars ($100,000) or less, shall be paid to and adjusted by Grantor, and all proceeds for losses of more than One Hundred Thousand Dollars ($100,000) shall be paid to Beneficiary or Grantor in accordance with Section 1.8.3 and adjusted by Grantor with approval of Beneficiary, pursuant to a mortgagee endorsement acceptable to Beneficiary; (iii) provide that the proceeds for any losses shall be adjusted by the Grantor subject to the approval of the Grantee in the event the proceeds shall exceed $1,000,000, and shall be payable to the Grantee, to be held and applied casualty insurance (or insurance otherwise known 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 Deed and the Property and all claims for insurance premiums against the Grantee, (d) (except for worker's compensation and public liability property insurance) provide that any losses shall not be payable notwithstanding impaired or invalidated by virtue of (iA) any act, failure to act act, or negligence neglect of or violation of warranties, declarations or conditions contained in such policy by any named insuredGrantor, (iiB) the occupation or use of the Property insured properties for purposes more hazardous than permitted by the terms thereofof the policy, (iiiC) any foreclosure or other action proceeding or proceeding taken by notice of sale relating to the Grantee pursuant to any provision of this Deedinsured properties, or (ivD) any change in title or ownership the possession of the Propertyinsured properties without a change in the identity of the holder of actual title to the Property (provided that with respect to items (C) and (D), any notice requirements of the applicable policies are satisfied); (eiv) provide that no cancellation, reduction in amount material changes or material change in coverage thereof or any portion thereof mid-term cancellation shall be effective until at least thirty (30) days after receipt by the Grantee of written notice thereof by Grantor and Beneficiary (and no termination for non-payment of premium shall be effective until at least ten (10) days after receipt of written notice thereof by Grantor and Beneficiary), with Beneficiary having the opportunity, but being under no obligation, to pay all moneys or to do any act necessary to prevent such alteration, cancellation, termination or expiration or to cause such renewal, the cost thereof, together with interest thereon at the Default Interest Rate provided for in the Loan Agreement, to be added to the indebtedness of Grantor under the Mortgage Note and to be secured hereby; (fv) provide include effective waivers by the insurer of all claims for insurance premiums against all loss payees and additional insureds (other than Grantor) and, where applicable, all rights of subrogation against any loss payee, additional insured or named insured; (vi) permit Beneficiary to pay the premiums and continue any insurance upon failure of Grantor to pay premiums when due, upon the insolvency of Grantor, or through foreclosure or other transfer of title to the Property or any portion thereof (it being understood that any notice Grantor's rights to coverage under such policies shall may not be simultaneously delivered to assignable without the Grantee, and consent of the provider); and (gvii) be reasonably satisfactory to Beneficiary in all other reasonable respects respects. The insurance required to the Grantee. Any insurance be maintained pursuant to this by clauses (i), (ii), (iii), (iv) and (v) of Section 2.1 1.7.1 may be evidenced provided by a blanket insurance policies covering policy so long as the Property and other properties or assets of the Grantor, provided that any such blanket 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 complies with the requirements terms of this Section 2.11.7 and Beneficiary is provided with reasonably satisfactory evidence that the policy limits required hereunder are satisfied by such policy and that such coverage and limits will be no less than those that would be provided under separate policies even if there is a total loss of all properties covered by the blanket policy.

Policy Provisions. All Any insurance policy required to be maintained by the Grantor Lessee pursuant to Section 2.1.1 shall 7.1 shall: (a) specify Lessee as the insured and, except in the case of the insurance described in Section 7.1(d), Lessor, each Participant and Indenture Trustee (except for worker's compensation insurancein both its individual and trust capacities) list as additional insureds as to all such insurances. It shall be understood that any obligation imposed upon the Grantee as an additional insured as its interests may appearLessee, including but not limited to the obligation to pay premiums, shall be the sole obligation of Lessee and not of Lessor, any Participant or Indenture Trustee; (b) provide, in the case of insurance carried pursuant to Section 7.1(a) and (except for worker's compensation and public liability insuranceb), that all insurance proceeds in respect of any loss or occurrence (i) provide that the proceeds for any losses shall be adjusted by the Grantor subject to the approval with Lessee, unless (and only for so long as) an Event of the Grantee Default shall be continuing, in the event the which case such proceeds shall exceed $1,000,000, be adjusted solely with Lessor and (ii) shall be payable (x) if in an amount (including amounts with respect to the Grantee, to be held and applied which Lessee is self-insured as provided in Section 2.37.5 hereof) of $10,000,000 or less and no Material Default is continuing, to Lessee in accordance with Section 14, and (y) in all other circumstances unless and until the Indenture shall have been satisfied and discharged in accordance with Section 3.1 thereof, to Indenture Trustee and thereafter, to Lessor; (c) include effective waivers provide that, in respect of the interests of Lessor, each Participant and Indenture Trustee, such policies shall not be invalidated by any action or inaction of Lessee or any other Person (other than the insurer of all rights of subrogation against Person making the claim thereunder) and shall insure Lessor, each Participant and Indenture Trustee regardless of, and any named insured, the indebtedness secured by this Deed and the Property and all claims for insurance premiums against the Grantee, (d) (except for worker's compensation and public liability insurance) provide that any losses shall be payable notwithstanding notwithstanding: (i) any actact of negligence, failure to act including any breach of any condition or negligence warranty in any policy of insurance, of Lessee or violation of warranties, declarations or conditions contained in such policy by any named insured, other Person (other than the Person making the claim thereunder); (ii) the occupation or use of the Leased Property for purposes more hazardous than permitted by the terms thereof, of the policies; (iii) any foreclosure or other action similar proceeding or proceeding taken by the Grantee pursuant notice of sale relating to any provision of this Deed, or the Leased Property; and (iv) any change in the title to or ownership of any of the PropertyLeased Property after Lessee and its insurance underwriter has notice of such change in title or ownership; (d) provide that such insurance shall be primary insurance and that the insurers under such insurance policies shall be liable under such policies without right of contribution from any other insurance coverage effected by or on behalf of Lessor, each Participant or Indenture Trustee under any other insurance policies covering a loss that is also covered under the insurance policies maintained or arranged by Lessee pursuant to this Article 7 and shall expressly provide that all 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 Lessee), shall operate in the same manner as if there were a separate policy covering each insured; (e) provide that no cancellation, reduction in amount or material change in coverage thereof or any portion cancellation thereof shall not be effective as to Lessee, Lessor, each Participant or Indenture Trustee until at least thirty THIRTY (30) days after receipt by the Grantee Lessee, Lessor, each Participant or Indenture Trustee, as applicable, of written notice thereof; provided that such delayed effectiveness shall not be required where the insurance proposed to be canceled has been replaced with other insurance, or Lessee has self-insured, in either case in accordance with the terms hereof; (f) provide that waive any notice under such policies shall be simultaneously delivered to right of subrogation of the Granteeinsurers against Lessor, each Participant and Indenture Trustee, and waive any right of the insurers to any setoff or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of Lessor, each Participant and Indenture Trustee; and (g) be satisfactory in all other reasonable respects to provide that the Grantee. Any insurance maintained pursuant to this Section 2.1 whole or any part of the right, title and interest of Lessor therein may be evidenced by blanket insurance policies covering the Property and other properties or assets of the Grantor, provided that any such policy shall specify the portion, if less than all, of the total coverage of such policy that is allocated assigned to the Property and shall in all other respects comply with the requirements of this Section 2.1Indenture Trustee.

Policy Provisions. All insurance policies required by Section 1.7.1 shall be on forms, with endorsements and with deductible amounts reasonably satisfactory to Beneficiary (but in no event shall a deductible amount exceed ten percent (10%) of the policy limits above). All policies of insurance required by Sections 1.7.1(i), (iii), (iv), (v) and (vii) shall contain suitable loss-payable and standard noncontribution mortgagee clauses acceptable to and in favor of Beneficiary or the Trustee and their assigns. If an Event of Default shall have occurred at the time of receipt of any insurance proceeds, Beneficiary or the Trustee may, at Beneficiary's option, apply the same to the repayment of the Obligations in accordance with the Mortgage Note or other Loan Documents. In all other cases, proceeds of such insurance shall be applied in the manner contemplated by Section 1.8 hereof. All policies of insurance maintained by the Grantor pursuant to this Section 2.1.1 shall 1.7.2 shall: (ai) (except for worker's compensation insurance) list Name Beneficiary and the Grantee Trustee as an additional insured insureds or loss payees, as its applicable, as their respective interests may appear; (ii) provide that Beneficiary shall be advised in writing of any casualty insurance claims exceeding $100,000 before payment thereon is made and, (b) (except for in the case of worker's compensation and public liability insurance, that all proceeds for losses of One Hundred Thousand Dollars ($100,000) or less, shall be paid to and adjusted by Grantor, and all proceeds for losses of more than One Hundred Thousand Dollars ($100,000) shall be paid to Beneficiary or Grantor in accordance with Section 1.8.3 and adjusted by Grantor with approval of Beneficiary, pursuant to a mortgagee endorsement acceptable to Beneficiary; (iii) provide that the proceeds for any losses shall be adjusted by the Grantor subject to the approval of the Grantee in the event the proceeds shall exceed $1,000,000, and shall be payable to the Grantee, to be held and applied casualty insurance (or insurance otherwise known 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 Deed and the Property and all claims for insurance premiums against the Grantee, (d) (except for worker's compensation and public liability property insurance) provide that any losses shall not be payable notwithstanding impaired or invalidated by virtue of (iA) any act, failure to act act, or negligence neglect of or violation of warranties, declarations or conditions contained in such policy by any named insuredGrantor, (iiB) the occupation or use of the Property insured properties for purposes more hazardous than permitted by the terms thereofof the policy, (iiiC) any foreclosure or other action proceeding or proceeding taken by notice of sale relating to the Grantee pursuant to any provision of this Deedinsured properties, or (ivD) any change in title or ownership the possession of the Propertyinsured properties without a change in the identity of the holder of actual title to the Property (provided that with respect to items (C) and (D), any notice requirements of the applicable policies are satisfied); (eiv) provide that no cancellation, reduction in amount material changes or material change in coverage thereof or any portion thereof mid-term cancellation shall be effective until at least thirty (30) days after receipt by the Grantee of written notice thereof by Grantor and Beneficiary (and no termination for non-payment of premium shall be effective until at least ten (10) days after receipt of written notice thereof by Grantor and Beneficiary), with Beneficiary having the opportunity, but being under no obligation, to pay all moneys or to do any act necessary to prevent such alteration, cancellation, termination or expiration or to cause such renewal, the cost thereof, together with interest thereon at the Default Interest Rate provided for in the Loan Agreement, to be added to the indebtedness of Grantor under the Mortgage Note and to be secured hereby; (fv) provide include effective waivers by the insurer of all claims for insurance premiums against all loss payees and additional insureds (other than Grantor) and, where applicable, all rights of subrogation against any loss payee, additional insured or named insured; (vi) permit Beneficiary to pay the premiums and continue any insurance upon failure of Grantor to pay premiums when due, upon the insolvency of Grantor, or through foreclosure or other transfer of title to the Property or any portion thereof (it being understood that any notice Grantor's rights to coverage under such policies shall may not be simultaneously delivered to assignable without the Grantee, and consent of the provider); and (gvii) be reasonably satisfactory to Beneficiary in all other reasonable respects respects. The insurance required to the Grantee. Any insurance be maintained pursuant to this by clauses (i), (ii), (iii), (iv) and (v) of Section 2.1 1.7.1 may be evidenced provided by a blanket insurance policies covering policy so long as the Property and other properties or assets of the Grantor, provided that any such blanket 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 complies with the requirements terms of this Section 2.11.7 and Beneficiary is provided with reasonably satisfactory evidence that the policy limits required hereunder are satisfied by such policy and that such coverage and limits will be no less than those that would be provided under separate policies even if there is a total loss of all properties covered by the blanket policy.

Policy Provisions. All Any insurance policy maintained by the Grantor Lessee pursuant to Section 2.1.1 shall 8.01 hereof shall: (a) (except for workerspecify Lessor, affiliates, the Lessor and Lessor's compensation insurance) list the Grantee affiliates as an additional insured (the "Additional Insured"), as its respective interests may appear, ; (b) specify Fee Mortgagee as mortgagee and loss payee; (c) provide, except for worker's compensation and in the case of public liability insurance and workers' compensation insurance) provide , that the proceeds for any losses all loss or occurrence shall be adjusted by with the Grantor subject Lessee and Lessor, unless an Event of Default shall have occurred and be continuing, in which case such loss or occurrence shall be adjusted with the Lessor, and payable (x) in respect of payments not exceeding $25,000, provided no Default or Event of Default shall have occurred or be continuing, to the approval of the Grantee in the event the proceeds shall exceed $1,000,000Lessee, and shall be payable (y) in all other circumstances, to the Grantee, to be held and applied as provided in Section 2.3, Lessor; (cd) include effective waivers by the insurer of all rights of subrogation against any named insured, the indebtedness secured by this Deed and the Property and all claims for insurance premiums or commissions or (if such policies provide for the payment thereof) additional premiums or assessments against the Grantee, any Additional Insured; (d) (except for worker's compensation and public liability insurancee) provide that in respect of the interests of the Additional Insured, such policies shall not be invalidated by any action or inaction of the Lessee or any other Person and shall insure the Additional Insured regardless of, and any claims for the losses shall be payable notwithstanding 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 Facility for purposes more hazardous than permitted by the terms thereof, of the policy; (iiiii) any foreclosure or other action proceeding or proceeding taken by notice of sale relating to all or any portion of the Grantee pursuant to any provision of this Deed, or Facility; or (iviii) any change in the title to or ownership Lessorship of all or any portion of the Property, Facility. (ef) provide that no cancellationsuch insurance shall be primary insurance and that the insurers under such insurance policies shall be liable under such policies without right of contribution from any other insurance coverage effected by or on behalf of any Additional Insured under any other insurance policies covering a loss that is also covered under the insurance policies maintained by the Lessee pursuant to this Article VIII and shall expressly provide that all provisions thereof, reduction 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 Lessee), shall operate in amount the same manner as if there were a separate policy covering each insured; (g) provide that any cancellation thereof or material adverse change in coverage thereof or any portion thereof therein shall not be effective as to each of the Additional Insured until at least thirty sixty (3060) days after receipt by the Grantee such Additional Insured of written notice thereof; (h) waive any right of subrogation of the insurers against the Additional Insured, and waive any right of the insurers to any setoff or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Additional Insured; and (fi) provide that any notice under such policies shall subject to Section 8.01 hereof, be simultaneously delivered reasonably satisfactory to the GranteeLessor, and (g) be satisfactory Fee Mortgagee in all other reasonable respects to the Grantee. 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 Grantor, 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 2.1material respects.

Policy Provisions. All insurance maintained by the Grantor Mortgagor ----------------- pursuant to Section 2.1.1 shall (a) (except for worker's compensation insurance) list ------------- name the Grantee Mortgagor as the named insured and the Mortgagee as an additional insured as its interests may appearand 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 Grantor Mortgagor subject to the approval of the Grantee Mortgagee in the event the proceeds shall exceed $1,000,000100,000, and shall be payable to the GranteeMortgagee, 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 Deed Mortgage and the Property and all claims for insurance premiums against the GranteeMortgagee, (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 Grantee Mortgagee pursuant to any provision of this DeedMortgage, 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 Grantee Mortgagee of written notice thereof, and (f) provide that any notice under such policies shall be simultaneously delivered to the Grantee, and (g) be satisfactory in all other reasonable respects to the GranteeMortgagee. 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 GrantorMortgagor, 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 The Debtor shall cause all policies of insurance maintained by carried in accordance with this Section 9 to name the Grantor pursuant Agent and the Lenders as additional insureds and, with respect to Section 2.1.1 policies covering the Equipment, name the Agent as loss payee. Such policies shall (a) (except for worker's compensation insurance) list the Grantee as an provide with respect to each additional insured as 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 Grantor subject to the approval of the Grantee in the event the proceeds shall exceed $1,000,000, and shall be payable to the Grantee, 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 Deed and the Property and all claims for insurance premiums against the Grantee, (d) (except for worker's compensation and public liability insurance) 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 Grantee pursuant to any provision of this Deed, 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 Grantee 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 Grantee, 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 Grantee. 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 Grantor, 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 Grantor Mortgagor pursuant to Section SECTION 2.1.1 shall (a) (except for worker's compensation insurance) list name the Grantee Mortgagor as an additional the insured with the mortgagee named as its interests may appearmortgagee and loss payee, (b) (except for worker's compensation and public liability insurance) provide that the proceeds for any losses shall be adjusted by the Grantor Mortgagor subject to the reasonable approval of the Grantee Mortgagee in the event the proceeds shall exceed Two Hundred Fifty Thousand Dollars ($1,000,000250,000), and shall be payable to the GranteeMortgagee, 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 Deed Mortgage and the Property and all claims for insurance premiums against the GranteeMortgagee, (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 Grantee Mortgagee pursuant to any provision of this DeedMortgage, 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 Grantee Mortgagee of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the GranteeMortgagee, and (g) be reasonably satisfactory in all other reasonable material respects to the GranteeMortgagee. 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 GrantorMortgagor, 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 policies maintained by the Grantor 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 Grantee as an additional insured as its interests may appear, New York standard mortgagee clause or 438 BFU and (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 Grantor 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 Grantee 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 GranteeAdministrative 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 Deed and the Property and all claims for insurance premiums against the Grantee, (d) (except for worker's compensation and public liability insurance) 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 Grantee pursuant to any provision of this Deed, 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 Grantee of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the Grantee, and (g) be satisfactory in all other reasonable respects to the Grantee. 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 Grantor, 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 Any insurance policy required to be ----------------- maintained by the Grantor Lessee pursuant to Section 2.1.1 shall 11.1 shall: (a) (specify Lessee as the insured, Lessor as loss payee and Lender as mortgagee and loss payee with respect to all property insurance, including rental income insurance, and, except for worker's compensation insurance) list in the Grantee case of the insurance described in Section 11.1(d), Lessor and Lender as an additional insured in respect of claims or suits for bodily injury or property damage arising from the use, ownership, occupancy, lease or sublease of the Property as its interests may appearto all such insurances. It shall be understood that any obligation imposed upon the Lessee, including but not limited to the obligation to pay premiums, shall be the sole obligation of Lessee and not of Lessor; (b) provide, in the case of insurance carried pursuant to Section 11.1(a) and (except for worker's compensation and public liability insuranceb), that all insurance proceeds in respect of any loss or occurrence with respect to the Property (i) provide that the proceeds for any losses shall be adjusted by the Grantor subject to the approval with Lessee, unless a (and only for so long as no) Lease Event of the Grantee Default shall be continuing, in the event the which case such proceeds shall exceed $1,000,000be adjusted solely with Lessor (or Lender, if Lessor has assigned such right to Lender) and (ii) shall be payable (x) to Lessee in accordance with Article XIV, and (y) in all other circumstances to Lessor or the Grantee, to be held and applied Depository or otherwise as provided in Section 2.3, Lessor may direct; (c) include effective waivers provide that, in respect of the interests of Lessor and Lender, such policies shall not be invalidated by any action or inaction of Lessee or any other Person (other than the insurer of all rights of subrogation against Person making the claim thereunder) and shall insure Lessor and Lender regardless of, and any named insured, the indebtedness secured by this Deed and the Property and all claims for insurance premiums against the Grantee, (d) (except for worker's compensation and public liability insurance) provide that any losses shall be payable notwithstanding notwithstanding: (i) any actact of negligence, failure to act including any breach of any condition or negligence warranty in any policy of insurance, of Lessee or violation of warranties, declarations or conditions contained in such policy by any named insured, other Person (other than the Person making the claim thereunder); (ii) the occupation or use of the Property for purposes more hazardous than permitted by the terms thereof, of the policies; (iii) any foreclosure or other action similar proceeding or proceeding taken by the Grantee pursuant notice of sale relating to any provision of this Deed, or the Property; and (iv) any change in the title to or ownership of the PropertyProperty after Lessee and its insurance underwriter has notice of such change in title or ownership; (d) provide that such insurance shall be primary insurance and that the insurers under such insurance policies shall be liable under such policies without right of contribution from any other insurance coverage effected by or on behalf of Lessor under any other insurance policies covering a loss that is also covered under the insurance policies maintained or arranged by Lessee pursuant to this Article XI and shall expressly provide that all 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 Lessee), shall operate in the same manner as if there were a separate policy covering each insured; (e) provide that no cancellation, reduction in amount or material change in coverage thereof or any portion cancellation thereof shall not be effective as to Lessee, Lessor or Lender until at least thirty (30) days after receipt by the Grantee Lessee or Lessor, as applicable, of written notice thereofthereof (except for the nonpayment of premium for which ten (10) days notice shall be given); provided -------- that such delayed effectiveness shall not be required where the insurance proposed to be canceled has been replaced with other insurance, or Lessee has self-insured, in either case in accordance with the terms hereof; and (f) provide that waive any notice under such policies shall be simultaneously delivered to the Grantee, and (g) be satisfactory in all other reasonable respects to the Grantee. Any insurance maintained pursuant to this Section 2.1 may be evidenced by blanket insurance policies covering the Property and other properties or assets right of subrogation of the Grantor, provided that insurers against Lessor and Lender and waive any such policy shall specify the portion, if less than all, right of the total coverage insurers to any setoff or counterclaim or any other deduction, whether by attachment or otherwise, in respect of such policy that is allocated any liability of Lessor or Lender. So long as no Lease Event of Default shall have occurred and be continuing, the Lessee shall have the right to the Property and shall in settle all other respects comply claims with the requirements of this Section 2.1insurers.

Policy Provisions. All Each policy of insurance maintained by in respect of the Grantor Mortgagor and/or the Property pursuant to Section 2.1.1 13.1 shall (a) (except for worker's in the case of workers' compensation insurance and public liability insurance) list , name the Grantee Mortgagor as insured and name the Mortgagee as an additional insured or as its interests may appeara co-loss payee; provided, however, in the case of workers' compensation insurance and public liability insurance the Mortgagee shall be named as an additional insured (and not a loss payee); (b) (except for worker's compensation and in the case of public liability insurance and workers' compensation insurance) , provide that the proceeds for any losses shall be adjusted by the Grantor subject to the approval of the Grantee in the event the proceeds shall exceed $1,000,000, and all Proceeds thereunder shall be payable to the GranteeMortgagee pursuant to a standard first mortgagee endorsement, without contribution, and that adjustment and settlement of any material loss shall be subject to be held and applied as provided in Section 2.3, the reasonable approval of the Mortgagee; (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 Mortgagor) 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 Deed and the Property and all claims for insurance premiums against the Grantee, ; (d) permit the Mortgagee to pay the premiums and continue any insurance upon failure of the Mortgagor to pay premiums when due, upon the insolvency of the Mortgagor or through foreclosure or other transfer of title to the Property; (e) except for worker's compensation and in the case of public liability and workers' compensation insurance) , provide that any losses Proceeds shall be payable notwithstanding to the Mortgagee 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 Mortgagor, the Mortgagee or any other named insured, additional insured or loss payee, except for the willful misconduct of the Mortgagee knowingly in violation of the conditions of such policy, (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 Grantee pursuant to any provision of this Deed, insured properties or (iv) any change in title or ownership the possession of the Propertyinsured properties without a change in the identity of the holder of actual title to the affected Property (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 in any material respect, in proportion to the coverage maintained, than the deductible applicable under such coverage on the date of this Mortgage; and (g) except to the extent the Mortgagor has provided sufficient Cash, Credit Facility or Eligible Collateral therefor, provide that if all or any part of such policy shall be cancelled or terminated, or shall expire, the insurer will forthwith give notice thereof to each named insured, 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) days after receipt by the Grantee 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 Grantee, and (g) be satisfactory in all other reasonable respects to the Grantee. 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 Grantor, 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 Grantor 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 Grantee case of all other insurance required under this Agreement, as an additional insured or as its 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 Grantor subject to the approval of the Grantee in the event the proceeds shall exceed $1,000,000, and thereunder shall be payable to the GranteeAgent 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 Deed and the Property and all claims for insurance premiums against the Grantee, ; (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; (except for worker's compensation and public liability insurancee) 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 Grantee pursuant notice of sale relating to any provision of this Deed, 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 Grantee 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 Grantee, and (g) be satisfactory in all other reasonable respects to the Grantee. 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 Grantor, 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 Grantor 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 Grantee , name as an additional insured insureds, as its 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 Grantor subject to the approval of the Grantee in the event the proceeds shall exceed $1,000,000, relevant policy; and shall be payable to the Grantee, 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 Deed and the Property and all claims for insurance premiums against the Grantee, (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 Grantee pursuant to any provision of this Deed, 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 Grantee 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 Grantee, and (g) be satisfactory in all other reasonable respects to the Granteesuch 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 Grantorinsurance 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 Grantor 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 Grantee as an additional insured as its interests may appear, lower of VIII or such insurers FSC on the 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 Grantor subject to the approval of the Grantee in the event the proceeds shall exceed $1,000,000Beneficiary, and shall be payable to the Grantee, 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 Deed of Trust and the Property Trust Premises and all claims for insurance premiums against the Grantee, Beneficiary; (d) (except for worker's ’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 Grantee Beneficiary pursuant to any provision of this DeedDeed 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 Grantee of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the Grantee, and (g) be satisfactory in all other reasonable respects to the GranteeBeneficiary. 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 GrantorTrustor, 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 insurance policies maintained by the Grantor pursuant to Section 2.1.1 shall in accordance with clause (a) (except for worker's compensation insurance) list the Grantee as an additional insured as its 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 Grantor 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 Grantee in the event the proceeds Security Agent, which concurrence shall exceed $1,000,000not be unreasonably withheld, and shall be payable solely to the Grantee, 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 Deed and the Property and all claims for insurance premiums against the Grantee, (d) (except for worker's compensation and public liability insurance) 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 Grantee pursuant to any provision of this Deed, 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 Grantee of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the Grantee, and (g) be satisfactory in all other reasonable respects to the Grantee. 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 Grantorliability 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 Each policy of insurance maintained by the Grantor 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 Grantee case of all other insurance required under this Agreement, as an additional insured or as its 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 Grantor subject to the approval of the Grantee 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 Grantee, 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 Deed and the Property and all claims for insurance premiums against the Grantee, ; (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; (except for worker's compensation and public liability insurancee) 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 Grantee pursuant notice of sale relating to any provision of this Deed, 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 Grantee 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 Grantee, and (g) be satisfactory in all other reasonable respects to the Grantee. 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 Grantor, 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 Grantor 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 Grantee Beneficiary, as an additional insured as its interests 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 Grantor Trustor subject to the approval of the Grantee Beneficiary in the event the proceeds shall exceed $1,000,000, and shall be payable to the GranteeBeneficiary, 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 Deed of Trust and the Property Trust Premises and all claims for insurance premiums against the Grantee, 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 Grantee Beneficiary pursuant to any provision of this DeedDeed 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 Grantee Beneficiary of written notice thereof, ; (fg) provide that any notice under such policies shall be simultaneously delivered to the Grantee, and (g) be satisfactory in all other reasonable respects to the GranteeBeneficiary. 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 GrantorTrustor, 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 insurance policies maintained by the Grantor pursuant to Section 2.1.1 shall in accordance with clause (a) (except for worker's compensation insurance) list the Grantee as an additional insured as its 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 Grantor 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 Grantee in the event the proceeds Security Agent, which concurrence shall exceed $1,000,000not be unreasonably withheld, and shall be payable solely to the Grantee, 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 Deed and the Property and all claims for insurance premiums against the Grantee, (d) (except for worker's compensation and public liability insurance) 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 Grantee pursuant to any provision of this Deed, 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 Grantee of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the Grantee, and (g) be satisfactory in all other reasonable respects to the Grantee. 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 Grantorliability 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 maintained by the Grantor 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 Grantee , name as an additional insured insureds, as its 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 Grantor subject to the approval of the Grantee in the event the proceeds shall exceed $1,000,000, relevant policy; and shall be payable to the Grantee, 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 Deed and the Property and all claims for insurance premiums against the Grantee, (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 Grantee pursuant to any provision of this Deed, 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 Grantee 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 Grantee, and (g) be satisfactory in all other reasonable respects to the Granteesuch 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 Grantorinsurance 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 Grantor Mortgagor pursuant to Section 2.1.1 section 3.1.1, shall (a) (except for worker's ’s compensation insurance) list the Grantee name Mortgagor or its permitted assignee and Mortgagee as an additional insured insureds, mortgagees and loss payees as its 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 Grantor subject to the approval of the Grantee in the event the proceeds shall exceed $1,000,000, and shall be payable to the GranteeMortgagee 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 Deed Mortgage and the Mortgaged Property and all claims for insurance premiums against the Grantee, Mortgagee; (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 Grantee Mortgagee pursuant to any provision of this DeedMortgage, 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 Grantee Mortgagee of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the Grantee, and (g) be satisfactory in all other reasonable respects to the Grantee. 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 GrantorMortgagor, 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 Each policy of insurance maintained by the Grantor 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 Grantee Beneficiary as an insured and name the Mortgagor and the Mortgagee as additional insured as its 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 Grantor subject to the approval of the Grantee 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 GranteeMortgagee 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 be held and applied as provided in Section 2.3, the reasonable approval of the Mortgagee; (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 Deed and the Property and all claims for insurance premiums against the Grantee, ; (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 for worker's compensation and in the case of public liability insurance) 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 Grantee pursuant to any provision of this Deed, 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 Grantee 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 Grantee, and (g) be satisfactory in all other reasonable respects to the Grantee. 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 Grantor, 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 Grantor pursuant to Section 2.1.1 shall (a) All insurance provided for in Sections 7.1(a) and (except b) shall be effected under valid and enforceable policies issued by insurers having a current A.M. Best Company, Inc. policyholders' rating of "A" or better and a financial size category of "Class VI" and licensed or authorized to do business in the jurisdiction where the Demised Premises are located or such other insurers that may be acceptable to Landlord. If the A.M. Best Company, Inc. ratings shall cease to be published, then for worker's compensation purposes of this Lease, there shall be substituted therefor such alternative ratings as Landlord and Tenant shall agree on, and, if they are unable within sixty (60) days after the A.M. Best Company, Inc. ratings cease to be published to so agree, such alternative ratings shall be determined by arbitration pursuant to Article 21 hereof. (b) All policies of insurance provided for in Sections 7.1(a) and (b), and/or the certificates therefor, other than with respect to workers' compensation, shall: (i) name Landlord, Tenant, the holder of any Fee Mortgage and New York City Industrial Development Agency ("XXX") (and, with respect to commercial general liability insurance, the Board of Managers of the Condominium (as defined below)) list as the Grantee insureds, as an additional insured as its their respective interests may appear, ; (b) (except for worker's compensation and public liability insuranceii) provide that the proceeds for any losses such policies shall not be adjusted by the Grantor subject to the approval of the Grantee in the event the proceeds shall exceed $1,000,000, and shall be payable to the Grantee, 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 Deed and the Property and all claims for insurance premiums against the Grantee, (d) (except for worker's compensation and public liability insurance) provide that any losses shall be payable notwithstanding (i) any act, failure to act cancelled 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 Grantee pursuant to any provision of this Deed, 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 materially changed without at least thirty (30) days after receipt days' prior written notice to each insured named therein; (iii) provide for a commercially reasonable deductible; (iv) waive any defense based on any act or omission of the Board of Managers, Landlord, Tenant, XXX, the other owners of Units (as defined below), if any, other tenants or subtenants of the Building and their respective agents, contractors and employees, which might otherwise result in forfeiture of such insurance; (v) not permit (by endorsement or otherwise) cancellation for default in payment of any loan financing the premiums; (vi) waive any right of subrogation, setoff, counterclaim, or deduction as to any liability of Landlord, Tenant, XXX, the Board of Managers, the other owners of Units, if any, and their respective agents and employees, if the same is available at commercially reasonable cost at the time (or if not available at commercially reasonably cost, if the other party pays any additional premium levied by the Grantee of written notice thereof, insurance company for such waiver); (fvii) provide that any notice under such policies the loss, if any, thereunder shall be simultaneously delivered to the Grantee, adjusted and paid as provided in this Lease; and (gviii) be satisfactory in all any other reasonable respects to the Grantee. 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 Grantor, 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 2.1any Fee Mortgagee (as defined herein).

Policy Provisions. All insurance maintained by the Grantor Trustor ----------------- pursuant to Section 2.1.1 shall (a) (except for worker's compensation insurance) list ------------- name the Grantee Trustor as the named insured and the Beneficiary as an additional insured as its interests may appearand 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 Grantor Trustor subject to the approval of the Grantee Beneficiary in the event the proceeds shall exceed $1,000,000100,000, and shall be payable to the GranteeBeneficiary, 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 Deed of Trust and the Property and all claims for insurance premiums against the GranteeBeneficiary, (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 Grantee Beneficiary pursuant to any provision of this DeedDeed 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 Grantee Beneficiary of written notice thereof, and (f) provide that any notice under such policies shall be simultaneously delivered to the Grantee, and (g) be satisfactory in all other reasonable respects to the GranteeBeneficiary. 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 GrantorTrustor, 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 Grantor 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 Grantee as an additional insured as its interests may appear, New York standard mortgagee clause or 438 BFU and (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 Grantor 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 Grantee 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 GranteeAdministrative 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 Deed and the Property and all claims for insurance premiums against the Grantee, (d) (except for worker's compensation and public liability insurance) 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 Grantee pursuant to any provision of this Deed, 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 Grantee of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the Grantee, and (g) be satisfactory in all other reasonable respects to the Grantee. 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 Grantor, 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 Grantor Trustor pursuant to Section 2.1.1 shall (a) (except for worker's compensation insurance) list the Grantee Trustor and the Beneficiary, as an additional insured insureds as its 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 Grantor Trustor subject to the approval of the Grantee Beneficiary in the event the proceeds shall exceed $1,000,000, and shall be payable to the GranteeBeneficiary, 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 Deed of Trust and the Property and all claims for insurance premiums against the GranteeBeneficiary, (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 Grantee Beneficiary pursuant to any provision of this DeedDeed 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 Grantee Beneficiary of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the GranteeBeneficiary, and (g) be satisfactory in all other reasonable respects to the GranteeBeneficiary. 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 Grantor, 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 Any insurance policy maintained by the Grantor Lessee pursuant to Section 2.1.1 14.1 (Coverage) shall to the extent permissible under the policy: (a) name Lessor as additional insured as respect to the Property Insurance (referred to in 14.1(a)(6)) and, except for worker's workers' compensation insurance) list the Grantee , name Lessor as an additional insured with respect to all other insurance (but only to the extent required in (b) below) and as its 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 Grantor subject to the approval of the Grantee in the event the proceeds shall exceed $1,000,000, and shall be payable to the Grantee, 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 Deed and the Property and all claims for insurance premiums or commissions or (if such policies provide for the payment thereof) additional premiums or assessments against Lessor; (c) to the Granteeextent commercially available, (d) (except include non-vitiation clause which provides that in respect of the interests of Lessor, such policies shall not be invalidated by any action or inaction of Lessee or any other Person and shall insure to Lessor, regardless of any claims for worker's compensation and public liability insurance) provide that any losses shall be payable notwithstanding notwithstanding; (i1) any actact of negligence, failure to act including any breach of any condition or negligence warranty in any policy of or violation insurance, of warrantiesLessee, 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 Grantee pursuant to any provision of this DeedLessor, or any other Person, or (iv2) any change in the title to or ownership of any of the Leased Property, ; (d) provide that such insurance shall be primary insurance with respect to claims attributable solely to events occurring completely after the Effective Time and that the insurers under such insurance policies shall be liable under such policies without right of contribution from any other insurance coverage effected by or on behalf of Lessor under any other insurance policies covering the loss; (e) provide that no cancellation, reduction in amount any cancellation thereof or material change in coverage thereof or any portion thereof therein shall not be effective as to Lessor until at least thirty (30) 30 days after receipt by the Grantee Lessor of written notice thereof, thereof and (f) provide that any notice WAIVE ANY right of subrogation of the insurers against Lessor, in its capacities as Lessor under such policies shall be simultaneously delivered to this Lease and owner of the GranteeLeased Property, and (g) be satisfactory in all other reasonable respects to the Grantee. Any insurance maintained pursuant to this Section 2.1 may be evidenced by blanket insurance policies covering the Property and other properties or assets waive any right of the Grantorinsurers to any setoff or counterclaim or any other deduction, provided that whether by attachment or otherwise, in respect of any such policy shall specify the portionliability of Lessor, if less than all, in its capacities as Lessor under this Lease and owner of the total coverage of such policy that is allocated Leased Property, with respect to claims attributable solely to events occurring completely after the Property and shall in all other respects comply with the requirements of this Section 2.1Effective Time.

Policy Provisions. All Each policy of insurance maintained by in respect of the Grantor Mortgagor and/or the Property pursuant to Section 2.1.1 12.1 shall (a) (except for worker's in the case of workers' compensation insurance) list , name the Grantee Mortgagor as insured and name the Mortgagee as an additional insured or as its interests may appearloss payee; provided, however, in the case of public liability insurance the Mortgagee should be named as an additional insured (and not a loss payee); (b) (except for worker's compensation and in the case of public liability insurance and workers' compensation insurance) , provide that the proceeds for any losses shall be adjusted by the Grantor subject to the approval of the Grantee in the event the proceeds shall exceed $1,000,000, and all Proceeds thereunder shall be payable to the GranteeMortgagee pursuant to a standard first mortgagee endorsement, without contribution, and that adjustment and settlement of any loss in excess of the Threshold Amount shall be subject to be held and applied as provided in Section 2.3, the reasonable approval of the Mortgagee; (c) include effective waivers by the insurer of all rights of subrogation against any named insured, the indebtedness secured by this Deed and the Property and all claims for insurance premiums against all loss payees, additional insureds and named insureds (other than the Grantee, Mortgagor); (d) permit the Mortgagee to pay the premiums and continue any insurance upon failure of the Mortgagor to pay premiums when due, upon the insolvency of the Mortgagor or through foreclosure or other transfer of title to the property; (e) except for worker's compensation and in the case of public liability and workers' compensation insurance) , provide that any losses Proceeds shall be payable notwithstanding to the Mortgagee 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 Mortgagor, the Mortgagee or any other named insured, additional insured or loss payee, except for the willful misconduct of the Mortgagee knowingly in violation of the conditions of such policy, (ii) the occupation or use of the Property insured property 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 Grantee pursuant to any provision of this Deed, insured property or (iv) any change in title or ownership the possession of the Property, (e) provide that no cancellation, reduction in amount or material insured properties without a change in coverage thereof or any portion thereof shall be effective until at least thirty (30) days after receipt by the Grantee of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the Grantee, and (g) be satisfactory in all other reasonable respects to the Grantee. Any insurance maintained pursuant to this Section 2.1 may be evidenced by blanket insurance policies covering the Property and other properties or assets identity of the Grantor, provided that any such policy shall specify the portion, if less than all, holder of the total coverage of such policy that is allocated actual title to the Property (provided that with respect to items (iii) and shall in all other respects comply with the (iv), any notice requirements of this Section 2.1.the applicable

Policy Provisions. All insurance maintained by the Grantor ----------------- pursuant to Section 2.1.1 shall (a) (except for worker's compensation insurance) list ------------- name the Grantee Grantor as the named insured and the Beneficiary as an additional insured as its interests may appearand 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 Grantor subject to the approval of the Grantee Beneficiary in the event the proceeds shall exceed $1,000,000100,000, and shall be payable to the GranteeBeneficiary, 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 Deed of Trust and the Property and all claims for insurance premiums against the GranteeBeneficiary, (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 Grantee Beneficiary pursuant to any provision of this DeedDeed 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 Grantee Beneficiary of written notice thereof, and (f) provide that any notice under such policies shall be simultaneously delivered to the Grantee, and (g) be satisfactory in all other reasonable respects to the GranteeBeneficiary. 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 Grantor, 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 Any insurance policy maintained by the Grantor Lessee pursuant to Section 2.1.1 14.1 (Coverage) shall to the extent permissible under the policy: (a) name Lessor as additional insured as respect to the Property Insurance (referred to in 14.1(a)(6)) and, except for worker's workers' compensation insurance) list the Grantee , name Lessor as an additional insured with respect to all other insurance (but only to the extent required in (b) below) and as its 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 Grantor subject to the approval of the Grantee in the event the proceeds shall exceed $1,000,000, and shall be payable to the Grantee, 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 Deed and the Property and all claims for insurance premiums or commissions or (if such policies provide for the payment thereof) additional premiums or assessments against Lessor; (c) to the Granteeextent commercially available, (d) (except include non-vitiation clause which provides that in respect of the interests of Lessor, such policies shall not be invalidated by any action or inaction of Lessee or any other Person and shall insure to Lessor, regardless of any claims for worker's compensation and public liability insurance) provide that any losses shall be payable notwithstanding notwithstanding; (i1) any actact of negligence, failure to act including any breach of any condition or negligence warranty in any policy of or violation insurance, of warrantiesLessee, 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 Grantee pursuant to any provision of this DeedLessor, or any other Person, or (iv2) any change in the title to or ownership of any of the Leased Property, ; (d) provide that such insurance shall be primary insurance with respect to claims attributable solely to events occurring completely after the Effective Time and that the insurers under such insurance policies shall be liable under such policies without right of contribution from any other insurance coverage effected by or on behalf of Lessor under any other insurance policies covering the loss; (e) provide that no cancellation, reduction in amount any cancellation thereof or material change in coverage thereof or any portion thereof therein shall not be effective as to Lessor until at least thirty (30) 30 days after receipt by the Grantee Lessor of written notice thereof, thereof and (f) provide that WAIVE any notice right of subrogation of the insurers against Lessor, in its capacities as Lessor under such policies shall be simultaneously delivered to this Lease and owner of the GranteeLeased Property, and (g) be satisfactory in all other reasonable respects to the Grantee. Any insurance maintained pursuant to this Section 2.1 may be evidenced by blanket insurance policies covering the Property and other properties or assets waive any right of the Grantorinsurers to any setoff or counterclaim or any other deduction, provided that whether by attachment or otherwise, in respect of any such policy shall specify the portionliability of Lessor, if less than all, in its capacities as Lessor under this Lease and owner of the total coverage of such policy that is allocated Leased Property, with respect to claims attributable solely to events occurring completely after the Property and shall in all other respects comply with the requirements of this Section 2.1Effective Time.

Policy Provisions. i. All insurance maintained by the Grantor Tenant pursuant to Section 2.1.1 shall (a19(a)(i) (except for worker's compensation insurance) list the Grantee Property Insurance), shall: 1. name Landlord, Tenant, and such other parties as an additional insured Landlord shall reasonably designate as its insureds, as their respective interests may appear, (b) (except for worker's compensation and public liability insurance) provide that the proceeds for any losses and, if reasonably commercially available, shall be adjusted include an effective waiver by the Grantor subject to the approval of the Grantee in the event the proceeds shall exceed $1,000,000, and shall be payable to the Grantee, to be held and applied as provided in Section 2.3, (c) include effective waivers by the insurer issuer of all rights of subrogation against any named insured or such insured, 's interest in the indebtedness secured by this Deed and the Property and all claims for insurance premiums against the Grantee, (d) (except for worker's compensation and public liability insurance) Leased Premises or any income derived therefrom as provided in Section 19(d); 2. provide that any all insurance proceeds, if any, from losses shall be payable adjusted with Landlord and Tenant. ii. All insurance maintained by Tenant pursuant to Section 19(a)(ii) (Liability Insurance), shall name Landlord and such other parties as Landlord shall reasonably designate as additional insureds and, if reasonably commercially available, shall include an effective waiver by the issuer of all rights of subrogation against any additional insured or such additional insured's interest in the Leased Premises or any income derived therefrom as provided in Section 19(d). iii. All insurance maintained by Tenant pursuant to Section 19(a), shall: 1. not have a "deductible" in excess of One Hundred Thousand Dollars ($100,000.00), or such greater amount as is approved by Landlord; 2. if reasonably commercially available, pay any losses notwithstanding (i) any act, act or failure to act or negligence of Landlord or violation of warrantiesTenant or any other person or entity relating to any act, 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 omission or other action or proceeding taken by the Grantee pursuant to any provision of this Deed, or (iv) any change in title or ownership of the Property, (e) event causing such losses; 3. provide that no cancellation, lapse, reduction in amount or material change in coverage thereof or any portion thereof shall be effective until at least thirty (30) days (or ten (10) days in the case of non payment of premium) after receipt by the Grantee Landlord and Tenant of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the Grantee, and (g) be satisfactory in all other reasonable respects to the Grantee. 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 Grantor, 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 Any insurance policy maintained by the Grantor Lessee pursuant to Section 2.1.1 shall 8.01 hereof shall: (a) (except for worker's compensation insurance) list specify the Grantee Lessor and the Lender as an additional insured insureds, as its their respective interests may appear, ; (b) (provide, except for worker's compensation and in the case of public liability insurance and workers' compensation insurance) provide , that the proceeds for any losses all loss or occurrence shall be adjusted by with the Grantor subject Lessee and Lessor, unless an Event of Default shall have occurred and be continuing, in which case such loss or occurrence shall be adjusted with the Lessor, and payable (x) in respect of payments not exceeding $10,000, provided no Default or Event of Default shall have occurred or be continuing, to the approval Lessee, and (y) in all other circumstances (A) unless and until receipt of notice from the Grantee Lender stating that the Loan Agreement shall have been satisfied and discharged, to the Lender for deposit in the event the proceeds shall exceed $1,000,000Insurance and Condemnation Proceeds Account and (B) thereafter, and shall be payable to the Grantee, to be held and applied as provided in Section 2.3, Lessor; (c) include effective waivers by the insurer of all rights of subrogation against any named insured, the indebtedness secured by this Deed and the Property and all claims for insurance premiums or commissions or (if such policies provide for the payment thereof) additional premiums or assessments against the Grantee, Lessor and the Lender; (d) (except for worker's compensation and public liability insurance) provide that in respect of the interests of the Lessor and the Lender, such policies shall not be invalidated by any action or inaction of the Lessee or any other Person and shall insure the Lessor and the Lender regardless of, and any claims for the losses shall be payable notwithstanding 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 Facility for purposes more hazardous than permitted by the terms thereof, of the policy; (iiiii) any foreclosure or other action proceeding or proceeding taken by notice of sale relating to all or any portion of the Grantee pursuant to any provision of this Deed, or Facility; or (iviii) any change in the title to or ownership of all or any portion of the Property, Facility. (e) provide that no cancellationsuch insurance shall be primary insurance and that the insurers under such insurance policies shall be liable under such policies without right of contribution from any other insurance coverage effected by or on behalf of the Lessor or the Lender under any other insurance policies covering a loss that is also covered under the insurance policies maintained by the Lessee pursuant to this Article VIII and shall expressly provide that all provisions thereof, reduction 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 Lessee), shall operate in amount the same manner as if there were a separate policy covering each insured; (f) provide that any cancellation thereof or material adverse change in coverage thereof or any portion thereof therein shall not be effective as to the Lessor and the Lender until at least thirty sixty (3060) days after receipt by the Grantee Lessor and the Lender of written notice thereof; (g) waive any right of subrogation of the insurers against the Lessor and the Lender, and waive any right of the insurers to any setoff or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Lessor or the Lender; (fh) provide that the whole or any notice under such policies shall part of the right, title and interest of the Lessor or the Lessee therein may be simultaneously delivered assigned to the GranteeLender; and (i) subject to Section 8.01 hereof, be reasonably satisfactory to the Lessor and (g) be satisfactory the Lender in all other reasonable respects to the Grantee. 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 Grantor, 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 2.1material respects.

Policy Provisions. All Any insurance policy maintained by the Grantor ----------------- Lessee pursuant to Section 2.1.1 shall 10.1 hereof shall: (a) specify the Lessor (except for worker's compensation insurance) list in both its individual and trust capacities), the Grantee Equity Participants, the Agent and the Lenders as an additional insured insureds, as its their respective interests may appear, and with respect to property damage insurance, specify the Lenders, the Agent and Lessor, as their interests may appear, as loss payees pursuant to a standard loss payable clause as long as the Loan Agreement is in effect; (b) provide (except for worker's compensation and in the case of public liability insurance and workers' compensation insurance) provide that all property damage insurance proceeds in respect of any loss or occurrence shall be adjusted with the Lessee (subject to approval of Lessor), unless a Lease Default or Lease Event of Default shall have occurred and be continuing, in which case such proceeds for any losses shall be adjusted by the Grantor Lenders (subject to the approval of the Grantee in the event the proceeds shall exceed $1,000,000Lessor), and payable (x) in respect of payments not exceeding Two Hundred Fifty Thousand Dollars ($250,000) provided no Lease Default or Lease Event of Default shall have occurred or be payable continuing, to the GranteeLessee; and (y) in all other circumstances (A) unless and until receipt of notice from the Agent stating that the Loan Agreement shall have been satisfied and discharged, to be held the Agent and applied as provided in Section 2.3(B) thereafter, to the Lessor; (c) include effective waivers by the insurer of all rights of subrogation against any named insured, the indebtedness secured by this Deed and the Property and all claims for insurance premiums or commissions of additional premiums or assessments against the GranteeLessor (in both its individual and trust capacities), the Agent and the Lenders (if such policies provide for the payment hereof) to the extent required under the Approved Broker Insurance Determination; (d) (except for worker's compensation and public liability insurance) provide that in respect of the interest of the Lessor, the Equity Participants, the Agent and the Lenders, such policies shall not be invalidated by any action or inaction of the Lessee or any other Person and shall insure the Lessor, the Agent and the Lenders regardless of, and any claims for losses shall be payable notwithstanding to the extent required under the Approved Insurance Broker Determination: (i) any actact of negligence, failure to act including any breach of any condition or negligence warranty in any policy of insurance, of the Lessee, the Lessor, the Equity Participants, the Agent, the Lenders or violation of warranties, declarations or conditions contained in such policy by any named insured, other Person; (ii) the occupation or use of the Property Equipment for purposes more hazardous than permitted by the terms thereof, of the policy; (iii) any foreclosure or other action proceeding or proceeding taken by notice of sale relating to the Grantee pursuant to any provision of this Deed, or Equipment; or (iv) any change in the title to or ownership of the Property, Equipment; (e) provide that no cancellationsuch insurance shall be primary insurance and that the insurers under such insurance policies shall be liable under such policies without right of contribution from any other insurance coverage effected by or on behalf of the Lessor, reduction the Equity Participants, the Agent or the Lenders under any other insurance policies covering a loss that is also covered under the insurance policies maintained by the Lessee pursuant to this Article X and shall expressly provide that all 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 Lessee), shall operate in amount the same manner as if there were a separate policy covering each insured; (f) provide that any cancellation thereof or material adverse change in coverage thereof or any portion thereof therein shall not be effective as to the Lessor, the Equity Participants, the Agent and the Lenders until at least thirty (30) days after receipt by the Grantee Lessor, the Agent and the Lenders of written notice thereof; (g) waive any right of subrogation of the insurers against the Lessor, the Equity Participants, the Agent and the Lenders, and waive any right of the insurers to any setoff or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Lessor, the Equity Participants, the Agent or the Lenders to the extent required under the Approved Insurance Broker Determination; and (fh) provide that the whole or any notice under such policies shall part of the right, title and interest of the Lessor or the Lessee therein may be simultaneously delivered assigned to the Grantee, and (g) be satisfactory in all other reasonable respects to the Grantee. Any insurance maintained pursuant to this Section 2.1 may be evidenced by blanket insurance policies covering the Property and other properties or assets Agent on behalf of the Grantor, 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 2.1Lenders.

Policy Provisions. All insurance maintained by the Grantor pursuant to Section 2.1.1 shall (a) All insurance provided for in this Article 7 shall be effected under valid and enforceable policies issued by insurers having a current A.M. Best Company, Inc. policyholders' rating of "A" or better and a financial size category of "Class VI" and licensed or authorized to do business in the jurisdiction where the Demised Premises are located or such other insurers that may be acceptable to Landlord. If the A.M. Best Company, Inc. ratings shall cease to be published, then for purposes of this Lease, there shall be substituted therefor such alternative ratings as Landlord and Tenant shall agree on, and, if they are unable within sixty (except 60) days after the AM. Best Company, Inc. ratings cease to be published to so agree, such alternative ratings shall be determined by arbitration pursuant to Article 21 hereof. (b) All policies of insurance provided for worker's compensation insurancein this Article 7, and/or the certificates therefor, other than with respect to workers' compensation, shall: (i) list name Landlord and Tenant (and the Grantee holder of any Fee Mortgage) as an additional insured the insureds, as its their respective interests may appear, ; (b) (except for worker's compensation and public liability insuranceii) provide that the proceeds for any losses such policies shall not be adjusted by the Grantor subject to the approval of the Grantee in the event the proceeds shall exceed $1,000,000, and shall be payable to the Grantee, 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 Deed and the Property and all claims for insurance premiums against the Grantee, (d) (except for worker's compensation and public liability insurance) provide that any losses shall be payable notwithstanding (i) any act, failure to act cancelled 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 Grantee pursuant to any provision of this Deed, 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 materially changed without at least thirty (30) days after receipt by the Grantee of days' prior written notice thereof, to each insured named therein; (fiii) provide for a commercially reasonable deductible; (iv) provide that any notice under such policies loss shall be simultaneously delivered payable to Landlord notwithstanding any act or negligence of Tenant which might otherwise result in forfeiture of such insurance; (v) not permit (by endorsement or otherwise) cancellation for default in payment of any loan financing the Granteepremiums; (vi) waive any right of subrogation, setoff, counterclaim, or deduction as to any liability of Landlord or Tenant, if the same is available at commercially reasonable cost at the time (or if not available at commercially reasonably cost, if the other party pays any additional premium levied by the insurance company for such waiver); (vii) provide that the loss, if any, thereunder shall be adjusted and paid as provided in this Lease; and (gviii) be satisfactory in all any other reasonable respects to the Grantee. 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 Grantor, 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 2.1any Fee Mortgagee (as defined herein).

Policy Provisions. All insurance policies maintained by the Grantor 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 Grantee as an additional insured as its interests may appear, New York standard mortgagee clause or 438 BFU and (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 Grantor 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 Grantee 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 GranteeCollateral 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 Deed and the Property and all claims for insurance premiums against the Grantee, (d) (except for worker's compensation and public liability insurance) 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 Grantee pursuant to any provision of this Deed, 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 Grantee of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the Grantee, and (g) be satisfactory in all other reasonable respects to the Grantee. 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 Grantor, 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 Each policy of insurance maintained by the Grantor in respect of any Loan Party, any of its Subsidiaries and/or any Mortgaged Property pursuant to Section 2.1.1 this subsection 5.10 shall (a) in the case of each category of public liability insurance, name such Loan Party or such Subsidiary, as the case may be, as insured and name the Agent (except for worker's compensation insurancethe benefit of the Lenders) list as an additional insured, and in the Grantee case of all other insurance required under this Agreement (other than any such policy maintained solely in respect of one or more hotel properties that is not a Mortgaged Property), name the Agent (for the benefit of the Lenders) as an additional insured or as its 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 Grantor subject to the approval of the Grantee in the event the proceeds shall exceed $1,000,000, and thereunder shall be payable to the GranteeAgent 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 Deed and the Property and all claims for insurance premiums against the Grantee, ; (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 or other transfer of title to such Mortgaged Property; (except for worker's compensation and public liability insurancee) provide that any losses such insurance shall not be payable notwithstanding (i) impaired or invalidated by virtue of any act, failure to act or act, negligence of of, or violation of warrantiesdeclarations, declarations warranties or conditions contained in such policy by such Loan Party or such Subsidiary, as applicable, the Company, the Agent, the Lenders or any other named insured, (ii) 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, 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 Grantee pursuant notice of sale relating to any provision of this Deed, 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 (provided that with respect to items (3) and (4) any notice requirements of the applicable policies are satisfied); (f) be subject to a deductible, if any, not greater than $50,000 (or, with respect to coverage for wind damage or earthquake damage, such greater amount as shall not exceed 5% of the affected Mortgaged 113 125 Property's agreed value); (g) contain an endorsement providing that none of the Agent, the Lenders or such Loan Party or such Subsidiary, as applicable, shall be, or shall be deemed to be, a co-insurer with respect to any risk insured by such policy; and (eh) 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 each named insured, 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 days (30or 10 days in the case of non-payment for premiums) days after receipt by the Grantee 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 Grantee, and (g) be satisfactory in all other reasonable respects to the Grantee. 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 Grantor, 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 Grantor 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 Grantee case of all other insurance required under this Agreement, as an additional insured or as its 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 Grantor subject to the approval of the Grantee in the event the proceeds shall exceed $1,000,000, and thereunder shall be payable to the GranteeAgent 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 Deed and the Property and all claims for insurance premiums against the Grantee, ; (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; (except for worker's compensation and public liability insurancee) 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 Grantee pursuant notice of sale relating to any provision of this Deed, 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 Grantee 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 Grantee, and (g) be satisfactory in all other reasonable respects to the Grantee. 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 Grantor, 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 policies carried by the Grantor pursuant Lessee which cover loss or damage to Section 2.1.1 a Unit shall (ai) name the Lessee as insured and the Indenture Trustee (except for worker's compensation insuranceuntil 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) list the Grantee as an additional insured as its 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 Grantor subject to the approval of the Grantee in the event the proceeds shall exceed $1,000,000, and shall be payable to the Grantee, 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 Deed and the Property and all claims for insurance premiums against the Grantee, (d) (except for worker's compensation and public liability insuranceii) 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 Grantee pursuant to any provision of this Deed, 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 Grantee of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the Granteeinsured, and (gv) be satisfactory in all other reasonable respects to the Grantee. 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 GrantorLessor (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 Grantor Trustor pursuant to Section SECTION 2.1.1 shall (a) (except for worker's compensation insurance) list name the Grantee Trustor as an additional the insured with the Beneficiary named as its interests may appearmortgagee and loss payee, (b) (except for worker's compensation and public liability insurance) provide that the proceeds for any losses shall be adjusted by the Grantor Trustor subject to the reasonable approval of the Grantee Beneficiary in the event the proceeds shall exceed Two Hundred Fifty Thousand Dollars ($1,000,000250,000), and shall be payable to the GranteeBeneficiary, 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 Deed of Trust and the Property and all claims for insurance premiums against the GranteeTrustee 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 Grantee Beneficiary pursuant to any provision of this DeedDeed 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 Grantee Beneficiary of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the GranteeBeneficiary, and (g) be reasonably satisfactory in all other reasonable material respects to the GranteeBeneficiary. 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 GrantorTrustor, 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 Each policy of insurance maintained by the Grantor 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 Grantee case of all other insurance required under this Agreement, as an additional insured or as its 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 Grantor subject to the approval of the Grantee 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 Grantee, 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 Deed and the Property and all claims for insurance premiums against the Grantee, ; (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; (except for worker's compensation and public liability insurancee) 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 Grantee pursuant notice of sale relating to any provision of this Deed, 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 Grantee 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 Grantee, and (g) be satisfactory in all other reasonable respects to the Grantee. 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 Grantor, 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 Any insurance policy maintained by the Grantor Lessee pursuant to Section 2.1.1 shall 8.01 hereof shall: (a) (except for workerspecify Lessor, affiliates, the Lessor and Lessor's compensation insurance) list the Grantee affiliates as an additional insured (the "Additional Insured"), as its respective interests may appear, ; (b) specify Fee Mortgagee as mortgagee and loss payee; (c) provide, except for worker's compensation and in the case of public liability insurance and workers' compensation insurance) provide , that the proceeds for any losses all loss or occurrence shall be adjusted by with the Grantor subject Lessee and Lessor, unless an Event of Default shall have occurred and be continuing, in which case such loss or occurrence shall be adjusted with the Lessor, and payable (x) in respect of payments not exceeding $25,000, provided no Default or Event of Default shall have occurred or be continuing, to the approval of the Grantee in the event the proceeds shall exceed $1,000,000Lessee, and shall be payable (y) in all other circumstances, to the Grantee, to be held and applied as provided in Section 2.3, Lessor; (cd) include effective waivers by the insurer of all rights of subrogation against any named insured, the indebtedness secured by this Deed and the Property and all claims for insurance premiums or commissions or (if such policies provide for the payment thereof) additional premiums or assessments against the Grantee, any Additional Insured; (d) (except for worker's compensation and public liability insurancee) provide that in respect of the interests of the Additional Insured, such policies shall not be invalidated by any action or inaction of the Lessee or any other Person and shall insure the Additional Insured regardless of, and any claims for the losses shall be payable notwithstanding 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 Facility for purposes more hazardous than permitted by the terms thereof, of the policy; (iiiii) any foreclosure or other action proceeding or proceeding taken by notice of sale relating to all or any portion of the Grantee pursuant to any provision of this Deed, or Facility; or (iviii) any change in the title to or ownership Lessorship of all or any portion of the Property, Facility. (ef) provide that no cancellationsuch insurance shall be primary insurance and that the insurers under such insurance policies shall be liable under such policies without right of contribution from any other insurance coverage effected by or on behalf of any Additional Insured under any other insurance policies covering a loss that is also covered under the insurance policies maintained by the Lessee pursuant to this Article VIII and shall expressly provide that a provisions thereof, reduction 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 Lessee), shall operate in amount the same manner as if there were a separate policy covering each insured; (g) provide that any cancellation thereof or material adverse change in coverage thereof or any portion thereof therein shall not be effective as to each of the Additional Insured until at least thirty sixty (3060) days after receipt by the Grantee such Additional Insured of written notice thereof, (h) waive any right of subrogation of the insurers against the Additional Insured, and waive any right of the insurers to any setoff or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Additional Insured; and (fi) provide that any notice under such policies shall subject to Section 8.01 hereof, be simultaneously delivered reasonably satisfactory to the GranteeLessor, and (g) be satisfactory Fee Mortgagee in all other reasonable respects to the Grantee. 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 Grantor, 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 2.1material respects.

Policy Provisions. All insurance (other than workers' compensation insurance) maintained by the Grantor Lessee pursuant to Section 2.1.1 shall 9(a) shall: (ai) (except for worker's compensation insurance) list the Grantee specify Lessor, Owner Participant, Indenture Trustee, Loan Participants and Lessee, as an additional insured insureds, as its their respective interests may appear; (ii) provide, (b) (except for worker's compensation and in the case of public liability insurance) provide , that the all insurance proceeds for any losses of less than $250,000 shall be adjusted by with and payable to Lessee, and that all insurance proceeds for losses of $250,000 or more shall be adjusted with Lessor and Lessee jointly, and, unless the Grantor Indenture shall have been satisfied and discharged, subject to the approval of the Grantee in the event the proceeds shall exceed $1,000,000, Indenture Trustee and shall be payable to the Grantee, to be held and applied as provided in Section 2.3, Indenture Trustee; (ciii) include effective waivers by the insurer of all rights of subrogation against any named insured, the indebtedness secured by this Deed and the Property and all claims for insurance premiums against the GranteeLessor, Owner Participant, Indenture Trustee and Loan Participants; (d) (except for worker's compensation and public liability insuranceiv) provide that any losses shall be payable notwithstanding notwithstanding (i1) any actact of negligence, failure to act including any breach of any condition or negligence warranty in any policy of insurance, of Lessee, Lessor, Owner Participant, Indenture Trustee or violation of warranties, declarations or conditions contained in such policy by any named insured, Loan Participant, (ii2) the occupation or use of the Property Facility for purposes more hazardous than permitted by the terms thereof, of the policy, (iii3) any foreclosure or other action proceeding or proceeding taken by notice of sale relating to the Grantee pursuant to any provision of this DeedFacility, or or (iv4) any change in the title to or ownership of any of the Property, Facility; (ev) provide that such insurance shall be primary insurance and that the insurers under such insurance policies shall be liable under such policies without right of contribution from any other insurance coverage effected by Lessor or Owner Participant under any other insurance policies with any other insurance companies covering a loss which is also covered under the insurance policies maintained by Lessee pursuant to this Section 9; (vi) provide that no cancellation, reduction in amount cancelation or material change in coverage thereof or any portion thereof shall be effective until at least thirty (30) 30 days after receipt by the Grantee Lessor and Indenture Trustee of written notice thereof; (vii) waive any right of subrogation of the insurers against Lessor, Owner Participant, Indenture Trustee or any Loan Participant and waive any right of the insurers to any setoff or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of Lessor, Owner Participant, Indenture Trustee or any Loan Participant; and (f) provide that any notice under such policies shall be simultaneously delivered to the Grantee, and (gviii) be reasonably satisfactory to Lessor and Indenture Trustee in all other reasonable respects to the Grantee. 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 Grantor, 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 2.1respects.

Policy Provisions. All insurance maintained by the Grantor Trustor pursuant to Section 2.1.1 shall (a) (except for worker's compensation insurance) list the Grantee Trustor and the Beneficiary, as an additional insured insureds as its 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 Grantor Trustor subject to the approval of the Grantee Beneficiary in the event the I-3-B-14 18 proceeds shall exceed $1,000,000, and shall be payable to the GranteeBeneficiary, 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 Deed of Trust and the Property and all claims for insurance premiums against the GranteeTrustee 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 Grantee Beneficiary pursuant to any provision of this DeedDeed 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 Grantee Beneficiary of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the GranteeBeneficiary, and (g) be satisfactory in all other reasonable respects to the GranteeBeneficiary. 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 GrantorTrustor, 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. 4.1 All insurance policies maintained by the Grantor pursuant to Section 2.1.1 in accordance with this Schedule 12 shall (a) (except for worker's compensation insurance) list contain either the Grantee as an additional insured as its interests may appearNew 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, 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 Grantor 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 Grantee 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 GranteeAgent (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 Deed Agent and the Property Security Trustee, and all claims for insurance premiums against a waiver of any rights of the Granteeinsurer to any setoff or counterclaim or other deduction, (d) (except for worker's compensation and public whether by attachment or otherwise, in respect of any liability insurance) provide that any losses shall be payable notwithstanding (i) any actof 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 Grantee pursuant allowed to any provision of this Deedexpire, 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 Grantee 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 Granteesolely responsible for any deductibles, and (g) be satisfactory in coinsurance, retained risk or risk sharing under all other reasonable respects to the Grantee. 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 Grantor, 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 Each policy of insurance maintained by the Grantor in respect of any Loan Party, any of its Subsidiaries and/or any Pool A Property pursuant to Section 2.1.1 this subsection 6.10 shall (a) in the case of each category of public liability insurance, name such Loan Party or such Subsidiary, as the case may be, as insured and name the Agent (except for worker's compensation insurancethe benefit of the Lenders) list as an additional insured, and in the Grantee case of all other insurance required under this Agreement (other than any such policy maintained solely in respect of one or more Pool B Properties), name the Agent (for the benefit of the Lenders) as an additional insured or as its 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 Grantor subject to the approval of the Grantee in the event the proceeds shall exceed $1,000,000, and thereunder shall be payable to the GranteeAgent pursuant to a standard first mortgagee endorsement, without contribution, that all losses with respect to each 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 Deed and the Property and all claims for insurance premiums against the Grantee, ; (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; (except for worker's compensation and public liability insurancee) 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 (i1) any act, failure to act or act, negligence of of, or violation of warrantiesdeclarations, declarations warranties or conditions contained in such policy by such Loan Party or such Subsidiary, as applicable, the Borrower, 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, (ii2) the occupation or use of the such Pool A Property for purposes more hazardous than permitted by the terms thereofof the policy, (iii3) any foreclosure or other action proceeding or proceeding taken by the Grantee pursuant notice of sale relating to any provision of this Deed, such Property or (iv4) any change in title or ownership the possession of such Pool A Property without a change in the identity of the holder of actual title to such Property (PROVIDED that with respect to items (3) and (4) any notice requirements of the applicable policies are satisfied); (f) be subject to a deductible, if any, not greater than $100,000 (or, with respect to coverage for wind damage or earthquake damage, such greater amount as shall not exceed 5.0% or 10.0%, respectively, of the affected Pool A Property's agreed value); (g) contain an endorsement providing that none of the Agent, the Lenders or such Loan Party or such Subsidiary, as applicable, shall be, or shall be deemed to be, a co-insurer with respect to any risk insured by such policy; and (eh) 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 days (30or 10 days in the case of non-payment for premiums) days after receipt by the Grantee Agent and each additional insured and loss payee of written notice thereof; PROVIDED, (f) provide HOWEVER, that the requirements set forth in this subsection 6.10B with respect to any notice under such policies Pool A Property shall be simultaneously delivered subject to the Grantee, and (g) be satisfactory in all other reasonable respects to the Grantee. 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 Grantor, 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 any Ground Lease affecting such Pool A Property. Nothing contained herein shall be construed to prevent CapStar or any of its Subsidiaries from satisfying the provisions of this Section 2.1subsection 6.10 through the use of so-called blanket, manuscripted or loss limit policies.

Policy Provisions. i. All insurance maintained by the Grantor Tenant pursuant to Section 2.1.1 shall (a19(a)(i) (except for worker's compensation insurance) list the Grantee Property Insurance), shall: 1. name Landlord, Tenant, and such other parties as an additional insured Landlord shall reasonably designate as its insureds, as their respective interests may appear, (b) (except for worker's compensation and public liability insurance) provide that the proceeds for any losses and, if reasonably commercially available, shall be adjusted include an effective waiver by the Grantor subject to the approval of the Grantee in the event the proceeds shall exceed $1,000,000, and shall be payable to the Grantee, to be held and applied as provided in Section 2.3, (c) include effective waivers by the insurer issuer of all rights of subrogation against any named insured or such insured, 's interest in the indebtedness secured by this Deed and the Property and all claims for insurance premiums against the Grantee, (d) (except for worker's compensation and public liability insurance) Leased Premises or any income derived therefrom as provided in Section I9(d); 2. provide that any all insurance proceeds, if any, from losses shall be payable adjusted with Landlord and Tenant. ii. All insurance maintained by Tenant pursuant to Section 19(a)(ii) (Liability Insurance), shall name Landlord and such other parties as Landlord shall reasonably, designate as additional insureds and, if reasonably commercially available, shall include an effective waiver by the issuer of all rights of subrogation against any additional insured or such additional insured's interest in the Leased Premises or any income derived therefrom as provided in Section 19(d). iii. All insurance maintained by Tenant pursuant to Section 19(a), shall: 1. not have a "deductible" in excess of One Hundred Thousand Dollars ($100,000.00), or such greater amount as is approved by Landlord; 2. if reasonably commercially available, pay any losses notwithstanding (i) any act, act or failure to act or negligence of Landlord or violation of warrantiesTenant or any other person or entity relating to any act, 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 omission or other action or proceeding taken by the Grantee pursuant to any provision of this Deed, or (iv) any change in title or ownership of the Property, (e) event causing such losses; 3. provide that no cancellation, lapse, reduction in amount or material change in coverage thereof or any portion thereof shall be effective until at least thirty (30) days (or ten (10) days in the case of non payment of premium) after receipt by the Grantee Landlord and Tenant of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the Grantee, and (g) be satisfactory in all other reasonable respects to the Grantee. 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 Grantor, 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 Any insurance policy required to ----------------- be maintained by the Grantor Lessee pursuant to Section 2.1.1 shall 11.1 shall: (a) (specify Lessee as the insured, Lessor as loss payee and Lender as mortgagee and loss payee with respect to all property insurance, including rental income insurance, and, except for worker's compensation insurance) list in the Grantee case of the insurance described in Section 11.1(d), Lessor and Lender as an additional insured in respect of claims or suits for bodily injury or property damage arising from the use, ownership, occupancy, lease or sublease of the Property as its interests may appearto all such insurances. It shall be understood that any obligation imposed upon the Lessee, including but not limited to the obligation to pay premiums, shall be the sole obligation of Lessee and not of Lessor; (b) provide, in the case of insurance carried pursuant to Section 11.1(a) and (except for worker's compensation and public liability insuranceb), that all insurance proceeds in respect of any loss or occurrence with respect to the Property (i) provide that the proceeds for any losses shall be adjusted by the Grantor subject to the approval with Lessee, unless a (and only for so long as no) Lease Event of the Grantee Default shall be continuing, in the event the which case such proceeds shall exceed $1,000,000be adjusted solely with Lessor (or Lender, if Lessor has assigned such right to Lender) and (ii) shall be payable (x) to Lessee in accordance with Article XIV, and (y) in all other circumstances to Lessor or the Grantee, to be held and applied Depository or otherwise as provided in Section 2.3, Lessor may direct; (c) include effective waivers provide that, in respect of the interests of Lessor and Lender, such policies shall not be invalidated by any action or inaction of Lessee or any other Person (other than the insurer of all rights of subrogation against Person making the claim thereunder) and shall insure Lessor and Lender regardless of, and any named insured, the indebtedness secured by this Deed and the Property and all claims for insurance premiums against the Grantee, (d) (except for worker's compensation and public liability insurance) provide that any losses shall be payable notwithstanding notwithstanding: (i) any actact of negligence, failure to act including any breach of any condition or negligence warranty in any policy of insurance, of Lessee or violation of warranties, declarations or conditions contained in such policy by any named insured, other Person (other than the Person making the claim thereunder); (ii) the occupation or use of the Property for purposes more hazardous than permitted by the terms thereof, of the policies; (iii) any foreclosure or other action similar proceeding or proceeding taken by the Grantee pursuant notice of sale relating to any provision of this Deed, or the Property; and (iv) any change in the title to or ownership of the PropertyProperty after Lessee and its insurance underwriter has notice of such change in title or ownership; (d) provide that such insurance shall be primary insurance and that the insurers under such insurance policies shall be liable under such policies without right of contribution from any other insurance coverage effected by or on behalf of Lessor under any other insurance policies covering a loss that is also covered under the insurance policies maintained or arranged by Lessee pursuant to this Article XI and shall expressly provide that all 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 Lessee), shall operate in the same manner as if there were a separate policy covering each insured; (e) provide that no cancellation, reduction in amount or material change in coverage thereof or any portion cancellation thereof shall not be effective as to Lessee, Lessor or Lender until at least thirty (30) days after receipt by the Grantee Lessee or Lessor, as applicable, of written notice thereofthereof (except for the nonpayment of premium for which ten (10) days notice shall be given); provided -------- that such delayed effectiveness shall not be required where the insurance proposed to be canceled has been replaced with other insurance, or Lessee has self-insured, in either case in accordance with the terms hereof; and (f) provide that waive any notice under such policies shall be simultaneously delivered to the Grantee, and (g) be satisfactory in all other reasonable respects to the Grantee. Any insurance maintained pursuant to this Section 2.1 may be evidenced by blanket insurance policies covering the Property and other properties or assets right of subrogation of the Grantor, provided that insurers against Lessor and Lender and waive any such policy shall specify the portion, if less than all, right of the total coverage insurers to any setoff or counterclaim or any other deduction, whether by attachment or otherwise, in respect of such policy that is allocated any liability of Lessor or Lender. So long as no Lease Event of Default shall have occurred and be continuing, the Lessee shall have the right to the Property and shall in settle all other respects comply claims with the requirements of this Section 2.1insurers.

Policy Provisions. All insurance maintained by the Grantor Borrower pursuant to Section 2.1.1 subsection 3.01.01, shall (a) (except for worker's ’s compensation insurance) list the Grantee name Borrower as an additional insured owner and Lender as its 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 Grantor Borrower, subject to the approval of the Grantee 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 GranteeLender, 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 Deed Security Instrument and the Property and all claims for insurance premiums against the GranteeLender, (d) (except for worker's compensation and public liability insurance) 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 Grantee pursuant to any provision of this Deed, 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 Grantee Lender of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the Grantee, 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 Grantee. 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 Grantor, 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 Grantor 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 Grantee as an additional insured as its interests may appearextent of their insureable 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 Grantor subject and be payable to Lessee to be used by Lessee, to the approval of the Grantee 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 Grantee, 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 Deed and the Property and all claims for insurance premiums against the Granteeinsured party, (de) in the case of Rent Insurance, provide that all proceeds for losses shall be payable to Lessor, (except for worker's compensation and public liability insurancef) 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 Grantee pursuant to any provision of Property or this DeedLease, 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 Grantee 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 Grantee, and (gh) be reasonably satisfactory in all other reasonable respects to the Grantee. Any insurance maintained pursuant to this Section 2.1 may be evidenced by blanket insurance policies covering the Property Lessor and other properties or assets of the Grantor, 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 2.1Mortgagee.

Policy Provisions. All insurance maintained by the Grantor Mortgagor pursuant to Section 2.1.1 subsection 3.01.01 hereof, shall (a) (except for worker's ’s compensation insurance) list the Grantee name Mortgagor as an additional insured owner and Mortgagee as its interests may appearloss payee under a mortgagee endorsement satisfactory to Mortgagee, (b) (except for worker's ’s compensation and public liability insurance) provide that the proceeds for any losses shall be adjusted by the Grantor Mortgagor, subject to the approval of the Grantee Mortgagee in the event the proceeds shall exceed $1,000,000100,000, and shall be payable to the GranteeMortgagee, 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 Deed Mortgage and the Mortgaged Property and all claims for insurance premiums against the GranteeMortgagee, (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 Grantee Mortgagee pursuant to any provision of this DeedMortgage, 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 Grantee Mortgagee of written notice thereof, (f) provide that any notice under such policies shall be simultaneously delivered to the Grantee, for a deductible of no more than $10,000.00 and (g) be satisfactory in all other reasonable respects to the Grantee. 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 Grantor, 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 2.1Mortgagee.