Common use of Provisions With Respect to Insurance Clause in Contracts

Provisions With Respect to Insurance. Subject to Section 11.6, the Facility Lessee will place the insurance maintained pursuant to this Section 11 with companies having an A.M. Best rating of at least “A-” or, if not so rated, with comparable financial strength. All insurance policies required to be maintained pursuant to Sections 11.1 and 11.2 shall name each of the Owner Participant, the Equity Investor, the Owner Lessor, the Owner Trustee, the Lease Indenture Trustee, the Pass Through Trustees and holders of the Lessor Notes, as additional insureds, as their respective interests may appear (the “Additional Insureds”). All insurance policies required to be maintained pursuant to the terms hereof shall also provide for at least 30 days’ prior written notice (10 days if as a result of non-payment) by the insurance carrier to each Additional Insured in the event of cancellation, non-renewal, termination or expiration. The Facility Lessee will place the insurance required by the terms of this Section 11 with insurance companies which agree to waive all claims for premiums from, an all subrogation rights against, the Additional Insureds. All the insurance maintained pursuant to this Section 11 shall be primary without right of contribution of any other insurance carried by or on behalf of each of the Additional Insureds with respect to its interests in the Facility and the Facility Site. Subject to Section 11.6, to the extent available on commercially reasonable terms, the Facility Lessee will use its best efforts to provide that the respective interests of the Additional Insureds shall not be invalidated by any act or neglect of the Facility Lessee, or any breach or violation by the Facility Lessee of any warranties, declarations or conditions contained in such policies or by the use of the Facility for purposes more hazardous than permitted by such policies. Additionally, to the extent available on commercially reasonable terms, the Facility Lessee will use its best efforts to provide that such policies shall be endorsed to provide that, inasmuch as the policies are written to cover more than one insured, all terms, conditions, insuring agreements and endorsements, with the exception of limits of liability, shall operate in the manner as if there were a separate policy covering each insured. The Facility Lessee shall, at its own expense, make or cause to be made all proofs of loss and take all other steps necessary to collect the proceeds of such insurance.

Provisions With Respect to Insurance. Subject (a) The Facility Lessee will, subject to Section 11.6, the Facility Lessee will place the insurance maintained pursuant to this Section 11 with companies having an A.M. Best rating of at least “"A-” " or, if not so rated, with of comparable financial strength. All insurance policies required to be maintained pursuant to Sections 11.1 and Section 11.2 shall name each of the Owner Lessor, the Lessor Manager, the Trust Company, the Owner Participant, the Equity Investor, sole member of the Owner Lessor, Participant and any other entity in the chain of ownership up to and including the Equity Investor (so long as the Owner TrusteeParticipant provides the Facility Lessee with the name of each such entity) and, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture TrusteeTrustee (collectively, the Pass Through Trustees and holders of the Lessor Notes, "Additional Insured Parties") as additional insureds, as their respective interests may appear (the “Additional Insureds”)-------------------------- appear. All insurance policies required to be maintained pursuant to the terms hereof this Section 11 shall also provide for at least 30 days’ ' prior written notice (10 days if as a result of for non-payment) by the insurance carrier to each the Additional Insured Parties in the event of cancellation, non-non- renewal, termination termination, expiration or expirationmaterial change. The Facility Lessee will place the insurance required by the terms of this Section 11 with insurance companies which that agree to waive all claims for premiums from, an and all subrogation rights against, the Additional InsuredsInsured Parties. All the insurance maintained pursuant to this Section 11 11.3 shall be primary without right of contribution of any other insurance carried by or on behalf of each of the Additional Insureds Insured Parties with respect to its their respective interests in the Facility Facility, and the Facility Site. Subject . (b) The Facility Lessee will, subject to Section 11.6, to the extent available on commercially reasonable terms, the Facility Lessee will use its best reasonable efforts to provide that the respective interests of the Additional Insureds Insured Parties shall not be invalidated by any act or neglect of the Facility Lessee, or any breach or violation by the Facility Lessee of any warranties, declarations or conditions contained in such policies or by the use of the Facility for purposes more hazardous than permitted by such policies. Additionally, to the extent available on commercially reasonable terms, the Facility Lessee will will, subject to Section 11.6, use its best reasonable efforts to provide that such the liability policies required to be maintained pursuant to Section 11.2 shall be endorsed to provide that, inasmuch as the policies are written to cover more than one insured, all terms, conditions, insuring agreements and endorsements, with the exception of limits of liability, shall operate in the manner as if there were a separate policy covering each insured. The Facility Lessee shall, at its own expense, make or cause to be made all proofs of loss and take all other steps necessary to collect the proceeds of such insurance.

Provisions With Respect to Insurance. Subject to Section 11.6, the Facility Lessee will place the insurance maintained pursuant to this Section 11 with companies having an A.M. an A. M. Best rating of at least “A-” or, if not so rated, with comparable financial strength. All insurance policies required to be maintained pursuant to Sections 11.1 and 11.2 shall name each of the Owner Participant, the Equity Investor, the Owner Lessor, the Owner Trustee, the Lease Indenture Trustee, the Pass Through Trustees and holders of the Lessor Notes, as additional insureds, as their respective interests may appear (the “Additional Insureds”). All insurance policies required to be maintained pursuant to the terms hereof shall also provide for at least 30 days’ prior written notice (10 days if as a result of non-payment) by the insurance carrier to each Additional Insured in the event of cancellation, non-renewal, termination or expiration. The Facility Lessee will place the insurance required by the terms of this Section 11 with insurance companies which agree to waive all claims for premiums from, an all subrogation rights against, the Additional Insureds. All the insurance maintained pursuant to this Section 11 shall be primary without right of contribution of any other insurance carried by or on behalf of each of the Additional Insureds with respect to its interests in the Facility and the Facility Site. Subject to Section 11.6, to the extent available on commercially reasonable terms, the Facility Lessee will use its best efforts to provide that the respective interests of the Additional Insureds shall not be invalidated by any act or neglect of the Facility Lessee, or any breach or violation by the Facility Lessee of any warranties, declarations or conditions contained in such policies or by the use of the Facility for purposes more hazardous than permitted by such policies. Additionally, to the extent available on commercially reasonable terms, the Facility Lessee will use its best efforts to provide that such policies shall be endorsed to provide that, inasmuch as the policies are written to cover more than one insured, all terms, conditions, insuring agreements and endorsements, with the exception of limits of liability, shall operate in the manner as if there were a separate policy covering each insured. The Facility Lessee shall, at its own expense, make or cause to be made all proofs of loss and take all other steps necessary to collect the proceeds of such insurance.

Provisions With Respect to Insurance. Subject to Section 11.6, the Facility Lessee will place the insurance maintained pursuant to this Section 11 with companies having an A.M. Best rating of at least “"A-” " or, if not so rated, with comparable financial strength. All insurance policies required to be maintained pursuant to Sections 11.1 and 11.2 shall name each of the Owner Participant, the Equity Investor, the Owner Lessor, the Owner Trustee, the Lease Indenture Trustee, the Pass Through Trustees and holders of the Lessor Notes, as additional insureds, as their respective interests may appear (the “Additional Insureds”"ADDITIONAL INSUREDS"). All insurance policies required to be maintained pursuant to the terms hereof shall also provide for at least 30 days’ ' prior written notice (10 days if as a result of non-payment) by the insurance carrier to each Additional Insured in the event of cancellation, non-renewal, termination termination, expiration or expirationmaterial change. The Facility Lessee will place the insurance required by the terms of this Section 11 with insurance companies which agree to waive all claims for premiums from, an and all subrogation rights against, the Additional Insureds. All the insurance maintained pursuant to this Section 11 shall be primary without right of contribution of any other insurance carried by or on behalf of each of the Additional Insureds with respect to its interests in the Facility and the Facility Site. Subject to Section 11.6, to the extent available on commercially reasonable terms, the Facility Lessee will use its best efforts to provide that the respective interests of the Additional Insureds shall not be invalidated by any act or neglect of the Facility Lessee, or any breach or violation by the Facility Lessee of any warranties, declarations or conditions contained in such policies or by the use of the Facility for purposes more hazardous than permitted by such policies. Additionally, to the extent available on commercially reasonable terms, the Facility Lessee will use its best efforts to provide that such policies shall be endorsed to provide that, inasmuch as the policies are written to cover more than one insured, all terms, conditions, insuring agreements and endorsements, with the exception of limits of liability, shall operate in the manner as if there were a separate policy covering each insured. The Facility Lessee shall, at its own expense, make or cause to be made all proofs of loss and take all other steps necessary to collect the proceeds of such insurance.

Provisions With Respect to Insurance. (a) Subject to Section 11.6, the Facility Lessee will place the insurance maintained pursuant to this Section 11 with companies having an A.M. Best rating of at least “"A-” " or a comparable rating by S&P or, if not so rated, with of comparable financial strength. All insurance policies required to be maintained pursuant to Sections 11.1 and Section 11.2 shall name each of the Owner Participant, the Equity Investor, the Owner Lessor, the Lessor Manager, the Trust Company, the Owner TrusteeParticipant and, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee, the Pass Through Trustees and holders of the Lessor Notes, Trustee as additional insureds, as their respective interests may appear (the “Additional Insureds”)appear. All insurance policies required to be maintained pursuant to the terms hereof this Section 11 shall also provide for at least 30 days’ ' prior written notice (10 days if as a result of for non-payment) by the insurance carrier to each Additional Insured the Owner Lessor, the Owner Participant and, so long as the Lien of the Lease Indenture shall not have been terminated or discharged, the Lease Indenture Trustee in the event of cancellation, non-renewal, termination termination, expiration or expirationmaterial change. The Facility Lessee will place the insurance required by the terms of this Section 11 with insurance companies which agree to waive all claims for premiums from, an and all subrogation rights against, the Additional InsuredsOwner Lessor, the Owner Participant and the Lease Indenture Trustee. All the insurance maintained pursuant to this Section 11 11.3 shall be primary without right of contribution of any other insurance carried by or on behalf of each of the Additional Insureds Owner Lessor, the Owner Participant or the Lease Indenture Trustee with respect to its their respective interests in the Facility Facility, and the Facility Colstrip Site. . (b) Subject to Section 11.6, to the extent available on commercially reasonable terms, the Facility Lessee will use its best efforts to provide ensure that the respective interests of the Additional Insureds Owner Lessor, the Owner Participant and the Lease Indenture Trustee shall not be invalidated by any act or neglect of the Facility Lessee, or any breach or violation by the Facility Lessee of any warranties, declarations or conditions contained in such policies or by the use of the Facility for purposes more hazardous than permitted by such policies. Additionally, to the extent available on commercially reasonable terms, the Facility Lessee will use its best efforts to provide that such policies shall be endorsed to provide that, inasmuch as the policies are written to cover more than one insured, all terms, conditions, insuring agreements and endorsements, with the exception of limits of liability, shall operate in the manner as if there were a separate policy covering each insured. The Facility Lessee shall, at its own expense, make or cause to be made all proofs of loss and take all other steps necessary to collect the proceeds of such insurance.

Provisions With Respect to Insurance. Subject (a) In respect of the insurance required to be maintained or caused to be maintained by the Facility Lessee under this Section 11.611, the Facility Lessee will, or will use reasonable efforts in respect of insurance that it does not directly effect, but for which it has benefit, subject to Section 11.6 below, (i) place the insurance maintained pursuant to this Section 11 11.3 with companies having an A.M. Best rating of at least “"A-” " or, if not so rated, with of comparable financial strength. All , (ii) except in the case of any insurance policies required to be maintained issued pursuant to Sections 11.1 Section 11.1, name the Owner Lessor, the Lessor Manager (both in its individual capacity and 11.2 shall name each of as manager), the Owner Participant, the Equity Investor, the Owner LessorEquity Subsidiary Holding Company, the Owner TrusteeEquity Subsidiary, the Lease Indenture Trustee, Trustee and the Pass Through Trustees and holders of the Lessor Notes, Trustee as additional insureds, as their respective interests may appear appear, (iii) in the “Additional Insureds”). All case of insurance policies required to be maintained issued pursuant to Section 11.1, name the terms hereof shall also provide for at least 30 days’ prior written notice Owner Lessor, the Lessor Manager (10 days if both in its individual capacity and as a result of non-paymentmanager), the Owner Participant, the Equity Investor, the Equity Subsidiary Holding Company, the Equity Subsidiary, the Lease Indenture Trustee and the Pass Through Trustee as additional named insured and/or loss payees, as appropriate, (iv) by cause the insurance carrier companies to each Additional Insured in the event of cancellation, non-renewal, termination or expiration. The Facility Lessee will place the insurance required by the terms of this Section 11 with insurance companies which agree to waive all claims for premiums from, an and all subrogation rights against, the Additional Insureds. All Owner Lessor, the Lessor Manager, the Owner Participant, the Equity Investor, the Equity Subsidiary Holding Company, the Equity Subsidiary, the Lease Indenture Trustee and the Pass Through Trustee, and (v) cause such insurance maintained pursuant to this Section 11 shall be primary without right of contribution of any other insurance carried by or on behalf of each of the Additional Insureds Owner Lessor, the Owner Participant, the Equity Investor, the Equity Subsidiary Holding Company, the Equity Subsidiary, the Lease Indenture Trustee and the Pass Through Trustee with respect to its their respective interests in the Facility and the Facility Site. Subject . (b) The Facility Lessee will, subject to Section 11.611.6 below, to the extent available on commercially reasonable terms, the Facility Lessee will use its best reasonable efforts to provide that the respective interests of the Additional Insureds Owner Lessor, the Owner Participant, the Equity Subsidiary, the Equity Subsidiary Holding Company, the Equity Investor, the Lease Conemaugh Facility Lease 26 31 Indenture Trustee and the Pass Through Trustee shall not be invalidated by any act or neglect of the Facility Lessee, or any breach or violation by the Facility Lessee of any warranties, declarations or conditions contained in such the property insurance policies or by the use of the Facility for purposes more hazardous than permitted by such policies. Additionally, to the extent available on commercially reasonable terms, the Facility Lessee will will, subject to Section 11.6 below, use its best reasonable efforts to provide that such the liability insurance policies required to be maintained hereunder shall be endorsed to provide that, inasmuch as the policies are written to cover more than one insured, all terms, conditions, insuring agreements and endorsements, with the exception of limits of liability, shall operate in the manner as if there were a separate policy covering each insured. The Facility Lessee shall, at its own expense, make or cause to be made all proofs of loss and take all other steps necessary to collect the proceeds of such insurance. (c) All of the insurance policies required by this Section 11 may cover other operations, facilities and properties of the Facility Lessee or Reliant or its Affiliates as long as the limits of insurance available to the Facility are not less than the requirements set forth herein. (d) Claims and losses, if any, under any insurance policies required to be carried under this Section 11 shall be adjusted with the insurance companies, including the filing of appropriate proceedings, by, subject to the Owners Agreement, the Facility Lessee. (e) The Maximum Probable Loss will be adjusted (i) within 60 days after the close of each fiscal quarter during which the cumulative cost of Modifications (other than Severable Modifications that are not Required Modifications) to the Facility Interest exceeds an additional 10% of the Purchase Price since the most recent adjustment of the Maximum Probable Loss pursuant to this Section 11.3(e) and (ii) on each fifth anniversary of the most recent adjustment of Maximum Probable Loss pursuant to this Section 11.3(e); provided, that the first such adjustment shall occur no later than the fifth anniversary of the Closing Date. Such adjustment shall be based on an analysis, at the Facility Lessee's expense, of an independent insurance expert from a nationally recognized insurance brokerage firm selected by the Facility Lessee and reasonably acceptable to the Owner Lessor. As soon as practicable after any such adjustment, the Facility Lessee shall, subject to the terms of this Section 11, cause the its property insurance policies to carry coverage of at least the adjusted Maximum Probable Loss.

Provisions With Respect to Insurance. Subject to Section 11.6, the Facility Lessee will place the insurance maintained pursuant to this Section 11 with companies having an A.M. Best rating of at least “A-” "A-7" or, if not so rated, with comparable financial strength. All insurance policies required to be maintained pursuant to Sections 11.1 and 11.2 shall name each of the Owner Participant, the Equity Investor, the Owner Lessor, the Owner Trustee, the Lease Indenture Trustee, Holder Representative and the Pass Through Trustees and holders of the Lessor Notes, Lender as additional insureds, as their respective interests may appear (the “Additional Insureds”"ADDITIONAL INSUREDS"). All insurance policies required to be maintained pursuant to the terms hereof shall also provide for at least 30 days’ ' prior written notice (10 days if as a result of non-payment) by the insurance carrier to each Additional Insured in the event of cancellation, non-renewal, termination termination, expiration or expirationmaterial change. The Facility Lessee will place the insurance required by the terms of this Section 11 with insurance companies which agree to waive all claims for premiums from, an and all subrogation rights against, the Additional Insureds. All the insurance maintained pursuant to this Section 11 shall be primary without right of contribution of any other insurance carried by or on behalf of each of the Additional Insureds with respect to its interests in the Facility and the Facility Site. Subject to Section 11.6, to the extent available on commercially reasonable terms, the Facility Lessee will use its best efforts to provide that the respective interests of the Additional Insureds shall not be invalidated by any act or neglect of the Facility Lessee, or any breach or violation by the Facility Lessee of any warranties, declarations or conditions contained in such policies or by the use of the Facility for purposes more hazardous than permitted by such policies. Additionally, to the extent available on commercially reasonable terms, the Facility Lessee will use its best efforts to provide that such policies shall be endorsed to provide that, inasmuch as the policies are written to cover more than one insured, all terms, conditions, insuring agreements and endorsements, with the exception of limits of liability, shall operate in the manner as if there were a separate policy covering each insured. The Facility Lessee shall, at its own expense, make or cause to be made all proofs of loss and take all other steps necessary to collect the proceeds of such insurance.

Provisions With Respect to Insurance. Subject to Section 11.6availability on commercially reasonable terms, the Facility Lessee Sublessee will place the insurance maintained pursuant to this Section 11 with companies having an A.M. Best rating of at least “"A-” " or, if not so rated, with of comparable financial strength. All insurance policies required to be maintained pursuant to Sections 11.1 and this Section 11.2 shall name each of the Owner Participant, the Equity InvestorTrustees (both in their individual capacities and as trustees), the Owner Lessor, Participant and the Owner Trustee, the Lease Indenture Trustee, the Pass Through Trustees and holders of the Lessor Notes, Lender as additional insureds, as their respective interests interest may appear (the “Additional Insureds”)appear. All insurance policies required to be maintained pursuant to the terms hereof this Section 11 shall also provide for at least 30 days’ ' prior written notice (10 days if as a result of for non-payment) by the insurance carrier to each Additional Insured the Facility Sublessor, the Trustees, the Owner Participant and the Lender in the event of cancellation, non-renewal, termination termination, expiration or expirationamendment. The Facility Lessee Sublessee will place the insurance required by the terms of this Section 11 with insurance companies which agree to waive all claims for premiums from, an and all subrogation rights against, the Additional InsuredsFacility Sublessor, the Trustees, the Owner Participant and the Lender. All the insurance maintained pursuant to this Section 11 shall be primary without right of contribution of any other insurance carried by or on behalf of each of the Additional Insureds Facility Sublessor, the Trustees, the Owner Participant or the Lender with respect to its their respective interests in the Facility and the Facility Rocky Mountain Site. Subject to Section 11.6, to To the extent available on commercially reasonable terms, the Facility Lessee Sublessee will use its best efforts to provide that the respective interests of the Additional Insureds Facility Sublessor, the Trustees, the Owner Participant and the Lender shall not be invalidated by any act or neglect of the Facility LesseeSublessee, or any breach or violation by the Facility Lessee Sublessee of any warranties, declarations or conditions contained in such policies policies, or by the use of the Facility and the Rocky Mountain Site for purposes more hazardous than permitted by such policies. Additionally, to To the extent available on commercially reasonable terms, the Facility Lessee Sublessee will use its best efforts to provide that such policies shall also be endorsed to: (i) provide that coverage will not be invalidated by any foreclosure or other proceeding or notice of sale relating to the Facility or the Rocky Mountain Site or any change in title or ownership of the Facility or the Rocky Mountain Site, (ii) provide that, inasmuch as the policies are written to cover more than one insured, all terms, conditions, insuring agreements and endorsements, with the exception of limits of liability, shall operate in the same manner as if there were a separate policy covering each insuredinsured and (iii) provide that the coverage afforded by such policies shall not be affected by the performance of any work in or about any Modification. The Facility Lessee Sublessee shall, at its own expense, make or cause to be made all proofs of loss and take all other steps necessary to collect the proceeds of such insurance.

Provisions With Respect to Insurance. Subject (a) With respect to the insurance required to be maintained or caused to be maintained by the Lessee under this Section 11.611, the Facility Lessee will (i) place, or use commercially reasonable efforts to place in respect of insurance that it does not directly place, but for which it has benefit, the insurance maintained pursuant to this Section 11 with companies having an A.M. Best rating of at least “A-, VIII” or, if not so rated, with of comparable financial strength. All insurance policies required to be maintained pursuant to Sections 11.1 and 11.2 shall , (ii) name each of the Lessor, the Owner Participant, the Equity InvestorOP Guarantor, the Owner Lessorparent companies of the OP Guarantor, the Owner TrusteeTrust Company and, so long as the Notes are outstanding and the Lien of the Indenture has not been discharged, the Lease Indenture Trustee, Trustee and the Pass Through Trustees and holders of the Lessor Notes, Trustee as additional insureds, as their respective interests may appear appear, (the “Additional Insureds”). All insurance policies required to be maintained pursuant to the terms hereof shall also provide for at least 30 days’ prior written notice (10 days if as a result of non-paymentiii) by cause the insurance carrier companies to each Additional Insured in the event of cancellation, non-renewal, termination or expiration. The Facility Lessee will place the insurance required by the terms of this Section 11 with insurance companies which agree to waive all claims for premiums from, an all subrogation rights against, the Additional Insureds. All Lessor, the Owner Participant, the OP Guarantor, the parent companies of the OP Guarantor, the Trust Company, the Indenture Trustee and the Pass Through Trustee, (iv) cause such insurance maintained pursuant to this Section 11 shall be primary (except that excess property insurance specific to the Facility will be primary only after the benefit of the shared property insurance policy has been exhausted) without right of contribution of any other insurance carried by or on behalf of each the Lessor, the Owner Participant, the OP Guarantor, the parent companies of the Additional Insureds OP Guarantor, the Trust Company, the Indenture Trustee and the Pass Through Trustee with respect to its their respective interests in the Facility and the Facility Site. Subject , and (v) subject to Section 11.611.6(a), name the Indenture Trustee, so long as the Lien of the Indenture has not been discharged, and the Lessor, as their interests may appear, as loss payees with respect to the extent available on commercially reasonable termsproperty and boiler and machinery insurance, with losses paid based upon percentage of loss; provided, however, that any policies of insurance specific to the Facility Lessee will use its best efforts shall have the Indenture Trustee, so long as the Lien of the Indenture has not been discharged, and the Lessor, as their interests may appear, as loss payees, and any loss proceeds of any such policy shall be paid solely to provide that the Lessor in accordance with the Lessor’s Percentage. The Lessor and the Owner Participant shall have the right to participate in claims covered under any of the policies required to be maintained hereunder in the event the loss amount is expected to be in excess of $100,000,000 with respect to the interest of the Lessor. (b) The respective interests of the Additional Insureds Lessor, the Owner Participant, the OP Guarantor, the parent companies of the OP Guarantor, and, so long as the Notes are outstanding and the Lien of the Indenture has not been discharged, the Indenture Trustee and Pass Through Trustee shall not be invalidated by any act or neglect of the Facility Lessee, or any breach or violation by the Facility Lessee of any warranties, declarations declarations, requirements or conditions contained in such the property (including boiler and machinery and accidental machinery breakdown) insurance policies or by the use of the Facility for purposes more hazardous than permitted by such policies. Additionally, to the extent available on commercially reasonable terms, the Facility Lessee will use its best efforts to provide that such the liability insurance policies required to be maintained hereunder shall be endorsed to provide that, inasmuch as the policies are written to cover more than one insured, all terms, conditions, insuring agreements and endorsements, with the exception of limits of liability, shall operate in the manner as if there were a separate policy covering each insured. The Facility Lessee shall, at its own expense, make or cause to be made all proofs of loss and take all other steps necessary to collect the proceeds of such insurancethe insurance policies required by this Section 11. (c) All of the insurance policies required by this Section 11 may cover other operations, facilities and properties of the Lessee as long as the limits of insurance available to the Facility are not less than the requirements set forth herein, with the exception of the $200,000,000 excess all-risk property insurance that is specific to the Facility.

Provisions With Respect to Insurance. (a) Subject to Section 11.6, the Facility Lessee will place the insurance maintained pursuant to this Section 11 with companies insurers of recognized reputation, each having an A.M. Best rating of at least “A-” "A-,IX" or, if not so rated, with of comparable financial strengthstrength as an insurer with such a rating. All insurance policies required to be maintained pursuant to Sections Section 11.1 shall name the Lessor or, if the Lien of the Indenture shall not have been terminated or discharged, the Indenture Trustee as the First Loss Payee and pursuant to clauses (a), (b) and (d) of Section 11.2 shall name each of the Owner ParticipantLessor, the Equity InvestorTrust Company, the Trustee, the Owner Lessor, Participant and the Owner Trustee, the Lease Indenture Trustee, the Pass Through Trustees and holders of the Lessor Notes, Trustee as additional insureds, as their respective interests may appear (the “Additional Insureds”)appear. All insurance policies required to be maintained pursuant to the terms hereof this Section 11 shall also provide for at least 30 days’ ' prior written notice (10 days if as a result of for non-payment) by the insurance carrier to each Additional Insured the Lessor, the Trust Company, the Trustee, the Owner Participant and the Indenture Trustee in the event of cancellation, non-renewal, termination termination, expiration or expirationmaterial change. The Facility Lessee will place the insurance required by the terms of this Section 11 only with insurance companies which agree to waive all claims for premiums from, an and all subrogation rights against, the Additional InsuredsLessor, the Trust Company, the Trustee, the Owner Participant and the Indenture Trustee. All the insurance maintained pursuant to this Section 11 shall be primary without right of contribution of any other insurance carried by or on behalf of each of the Additional Insureds Lessor, the Trust Company, the Trustee, the Owner Participant and the Indenture Trustee with respect to its their respective interests in the Facility and the Facility Site. . (b) Subject to Section 11.6, to the extent available on commercially reasonable terms, the Facility Lessee will use its best efforts to provide ensure that the respective interests of the Additional Insureds Lessor, the Trust Company, the Trustee, the Owner Participant and the Indenture Trustee shall not be invalidated by any act or neglect of the Facility Lessee, or any breach or violation by the Facility Lessee of any warranties, declarations or conditions contained in such any policies referred to in Section 11.1 or by the use of the Facility for purposes more hazardous than permitted by such policies. Additionally, to the extent available on commercially reasonable terms, the Facility Lessee will use its best efforts to provide that such the policies shall referred to be Sections 11.2(a), (b) and (d) are endorsed to provide that, inasmuch as the policies are written to cover more than one insured, all terms, conditions, insuring agreements and endorsements, with the exception of limits of liability, shall operate in the manner as if there were a separate policy covering each insured. The Facility Lessee shall, at its own expense, make or cause to be made all proofs of loss and take all other steps necessary to collect the proceeds of such insurance.each

Provisions With Respect to Insurance. Subject (a) With respect to the insurance required to be maintained or caused to be maintained by the Facility Lessee under this Section 11.611, the Facility Lessee will, or will use ---------- reasonable efforts in respect of insurance that it does not directly place, but for which it has benefit, subject to Section 11.6 below, (1) place the insurance ------------ maintained pursuant to this Section 11 11.3 with companies having an A.M. Best ------------ rating of at least “"A-” " or, if not so rated, with of comparable financial strength. All insurance policies required to be maintained pursuant to Sections 11.1 and 11.2 shall , (2) name each of the Trust Company, the Owner Lessor, the Owner Participant, the Equity Investor, the Owner LessorOP Guarantor and, so long as the Owner TrusteeLessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged, the Lease Indenture Trustee, Trustee and the Pass Through Trustees and holders of the Lessor Notes, as additional insureds, as their respective interests may appear appear, (the “Additional Insureds”). All insurance policies required to be maintained pursuant to the terms hereof shall also provide for at least 30 days’ prior written notice (10 days if as a result of non-payment3) by cause the insurance carrier companies to each Additional Insured in the event of cancellation, non-renewal, termination or expiration. The Facility Lessee will place the insurance required by the terms of this Section 11 with insurance companies which agree to waive all claims for premiums from, an all subrogation rights against, the Additional Insureds. All Owner Lessor, the Owner Participant, the Equity Investor, the OP Guarantor and Lease Indenture Trustee and the Pass Through Trustees, (4) cause such insurance maintained pursuant to this Section 11 shall be primary without right of contribution of any other insurance carried by or on behalf of each the Owner Lessor, the Owner Participant, the Equity Investor, the OP Guarantor and, so long as the Lessor Notes are outstanding and the Lien of the Additional Insureds Lease Indenture has not been discharged, the Lease Indenture Trustee and the Pass Through Trustees with respect to its their respective interests in the Facility and the Facility Site. Subject , (5) if any liability insurance required under the provisions of this Section 11 is allowed to Section 11.6be written on a "claims made" basis, to then such insurance shall include (i) the extent available retroactive date (as such term is specified in each such policy) shall be no later than the date hereof and (ii) each time any policy written on commercially reasonable terms, a "claims made" basis is not renewed or the retroactive date of such policy is changed the Facility Lessee will shall obtain or cause to be obtained for each such policy or policies an extended reporting period coverage, or "tail" for three years after the expiration of such policy or policies, and (6) subject to Section 11.7(a), name the Lease Indenture Trustee and the Owner Lessor, as their interests may appear, as loss payee with respect to the property, boiler and machinery insurance. (b) The Facility Lessee will, subject to Section 11.6 below, use its best ------------ reasonable efforts to provide that the respective interests of the Additional Insureds Owner Lessor, Owner Participant, the Equity Investor, the OP Guarantor and, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged, the Lease Indenture Trustee and Pass Through Trustees shall not be invalidated by any act or neglect of the Facility Lessee, or any breach or violation by the Facility Lessee of any warranties, declarations or conditions contained in such the property insurance policies or by the use of the Facility for purposes more hazardous than permitted by XXXXXXXXX FACILITY LEASE (L1) ----------------------------- such policies. Additionally, to the extent available on commercially reasonable terms, the Facility Lessee will will, subject to Section 11.6 ------------ below, use its best reasonable efforts to provide that such the liability insurance policies required to be maintained hereunder shall be endorsed to provide that, inasmuch as the policies are written to cover more than one insured, all terms, conditions, insuring agreements and endorsements, with the exception of limits of liability, shall operate in the manner as if there were a separate policy covering each insured. The Facility Lessee shall, at its own expense, make or cause to be made all proofs of loss and take all other steps necessary to collect the proceeds of such insurance. (c) All of the insurance policies required by this Section 11 may ---------- cover other operations, facilities and properties of the Facility Lessee or its Affiliates as long as the limits of insurance available to the Facility are not less than the requirements set forth herein. (d) Claims and losses, if any, under any insurance policies required to be carried under Section 11 shall be adjusted with the insurance companies, ---------- including the filing of appropriate proceedings, by the Facility Lessee. (e) The Maximum Foreseeable Loss will be adjusted (i) within 60 days after the close of each Fiscal Quarter during which the Owner Lessor's Percentage of the cumulative cost of Improvements (other than Severable Improvements that are not Required Improvements) to the Undivided Interest exceeds an additional 10% of the Purchase Price since the most recent adjustment of the Maximum Foreseeable Loss pursuant to this Section 11.3(e) and (ii) on --------------- each fifth anniversary of the earlier to occur of (A) the Closing Date and (B) the most recent adjustment of the Maximum Foreseeable Loss pursuant to this Section 11.3(e); provided, that the first such adjustment shall occur no later --------------- than the fifth anniversary of the Closing Date. Such adjustment shall be based on an analysis, at the Facility Lessee's expense, of an independent insurance expert from a nationally recognized insurance brokerage firm selected by the Facility Lessee and reasonably acceptable to the Owner Lessor. As soon as reasonably practicable after any such adjustment, the Facility Lessee shall, subject to the terms of this Section 11, cause the property insurance policies ---------- to carry limits equal to or no less than the latest adjusted Maximum Foreseeable Loss.

Provisions With Respect to Insurance. Subject to Section 11.6availability on commercially reasonable terms, the Facility Lessee will place the insurance maintained pursuant to this Section 11 with companies having an A.M. Best rating of at least “"A-” " or, if not so rated, with of comparable financial strength. All insurance policies required to be maintained pursuant to Sections 11.1 and Section 11.2 shall name each of the Owner Participant, the Equity InvestorTrustees (both in their individual capacities and as trustees), the Owner Lessor, Participant and the Owner Trustee, the Lease Indenture Trustee, the Pass Through Trustees and holders of the Lessor Notes, Lender as additional insureds, as their respective interests interest may appear (the “Additional Insureds”)appear. All insurance policies required to be maintained pursuant to the terms hereof this Section 11 shall also provide for at least 30 days’ ' prior written notice (10 days if as a result of for non-payment) by the insurance carrier to each Additional Insured the Trustees, the Owner Participant and the Lender in the event of cancellation, non-renewal, termination termination, expiration or expirationamendment. The Facility Lessee will place the insurance required by the terms of this Section 11 with insurance companies which agree to waive all claims for premiums from, an and all subrogation rights against, the Additional InsuredsTrustees, the Owner Participant and the Lender. All the insurance maintained pursuant to this Section 11 shall be primary without right of contribution of any other insurance carried by or on behalf of each of the Additional Insureds Trustees, the Owner Participant or the Lender with respect to its their respective interests in the Facility and the Facility Rocky Mountain Site. Subject to Section 11.6, to To the extent available on commercially reasonable terms, the Facility Lessee will use its best efforts to provide that the respective interests of the Additional Insureds Trustees, the Owner Participant and the Lenders shall not be invalidated by any act or neglect of the Facility Lessee, or any breach or violation by the Facility Lessee of any warranties, declarations or conditions contained in such policies policies, or by the use of the Facility and the Rocky Mountain Site for purposes more hazardous than permitted by such policies. Additionally, to To the extent available on commercially reasonable terms, the Facility Lessee will use its best efforts to provide that such policies shall also be endorsed to: (i) provide that coverage will not be invalidated by any foreclosure or other proceeding or notice of sale relating to the Facility or the Rocky Mountain Site or any change in title or ownership of the Facility or the Rocky Mountain Site, (ii) provide that, inasmuch as the policies are written to cover more than one insured, all terms, conditions, insuring agreements and endorsements, with the exception of limits of liability, shall operate in the same manner as if there were a separate policy covering each insuredinsured and (iii) to provide that the coverage afforded by such policies shall not be affected by the performance of any work in or about any Modification. The Facility Lessee shall, at its own expense, make or cause to be made all proofs of loss and take all other steps necessary to collect the proceeds of such insurance.

Provisions With Respect to Insurance. Subject (a) With respect to the insurance required to be maintained or caused to be maintained by the Facility Lessee under this Section 11.611, the Facility Lessee will, or will use ---------- reasonable efforts in respect of insurance that it does not directly place, but for which it has benefit, subject to Section 11.6 below, (1) place the insurance ------------ maintained pursuant to this Section 11 11.3 with companies having an A.M. Best ------------ rating of at least “"A-” " or, if not so rated, with of comparable financial strength. All insurance policies required to be maintained pursuant to Sections 11.1 and 11.2 shall , (2) name each of the Trust Company, the Owner Lessor, the Owner Participant, the Equity Investor, the Owner LessorOP Guarantor and, so long as the Owner TrusteeLessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged, the Lease Indenture Trustee, Trustee and the Pass Through Trustees and holders of the Lessor Notes, as additional insureds, as their respective interests may appear appear, (the “Additional Insureds”). All insurance policies required to be maintained pursuant to the terms hereof shall also provide for at least 30 days’ prior written notice (10 days if as a result of non-payment3) by cause the insurance carrier companies to each Additional Insured in the event of cancellation, non-renewal, termination or expiration. The Facility Lessee will place the insurance required by the terms of this Section 11 with insurance companies which agree to waive all claims for premiums from, an all subrogation rights against, the Additional Insureds. All Owner Lessor, the Owner Participant, the Equity Investor, the OP Guarantor and Lease Indenture Trustee and the Pass Through Trustees, (4) cause such insurance maintained pursuant to this Section 11 shall be primary without right of contribution of any other insurance carried by or on behalf of each the Owner Lessor, the Owner Participant, the Equity Investor, the OP Guarantor and, so long as the Lessor Notes are outstanding and the Lien of the Additional Insureds Lease Indenture has not been discharged, the Lease Indenture Trustee and the Pass Through Trustees with respect to its their respective interests in the Facility and the Facility Site. Subject , (5) if any liability insurance required under the provisions of this Section 11 is allowed to Section 11.6be written on a "claims made" basis, to then such insurance shall include (i) the extent available retroactive date (as such term is specified in each such policy) shall be no later than the date hereof and (ii) each time any policy written on commercially reasonable terms, a "claims made" basis is not renewed or the retroactive date of such policy is changed the Facility Lessee will shall obtain or cause to be obtained for each such policy or policies an extended reporting period coverage, or "tail" for three years after the expiration of such policy or policies, and (6) subject to Section 11.7(a), name the Lease Indenture Trustee and the Owner Lessor, as their interests may appear, as loss payee with respect to the property, boiler and machinery insurance. (b) The Facility Lessee will, subject to Section 11.6 below, use its best ------------ reasonable efforts to provide that the respective interests of the Additional Insureds Owner Lessor, Owner Participant, the Equity Investor, the OP Guarantor and, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged, the Lease Indenture Trustee and Pass Through Trustees shall not be invalidated by any act or neglect of the Facility Lessee, or any breach or violation by the Facility Lessee of any warranties, declarations or conditions contained in such the property insurance policies or by the use of the Facility for purposes more hazardous than permitted by such policies. Additionally, to the extent available on commercially reasonable terms, the Facility Lessee will will, subject to Section 11.6 below, use its best reasonable efforts to ------------ provide that such the liability insurance policies required to be maintained hereunder shall be endorsed to provide that, inasmuch as the policies are written to cover more than one insured, all terms, conditions, insuring agreements and endorsements, with the exception of limits of liability, shall operate in the manner as if there were a separate policy covering each insured. The Facility Lessee shall, at its own expense, make or cause to be made all proofs of loss and take all other steps necessary to collect the proceeds of such insurance. (c) All of the insurance policies required by this Section 11 may ---------- cover other operations, facilities and properties of the Facility Lessee or its Affiliates as long as the limits of insurance available to the Facility are not less than the requirements set forth herein. (d) Claims and losses, if any, under any insurance policies required to be carried under Section 11 shall be adjusted with the insurance companies, ---------- including the filing of appropriate proceedings, by the Facility Lessee. (e) The Maximum Foreseeable Loss will be adjusted (i) within 60 days after the close of each Fiscal Quarter during which the Owner Lessor's Percentage of the cumulative cost of Improvements (other than Severable Improvements that are not Required Improvements) to the Undivided Interest exceeds an additional 10% of the Purchase Price since the most recent adjustment of the Maximum Foreseeable Loss pursuant to this Section 11.3(e) and (ii) on --------------- each fifth anniversary of the earlier to occur of (A) the Closing Date and (B) the most recent adjustment of the Maximum Foreseeable Loss pursuant to this Section 11.3(e); provided, that the first such adjustment shall occur no later --------------- than the fifth anniversary of the Closing Date. Such adjustment shall be based on an analysis, at the Facility Lessee's expense, of an independent insurance expert from a nationally recognized insurance brokerage firm selected by the Facility Lessee and reasonably acceptable to the Owner Lessor. As soon as reasonably practicable after any such adjustment, the Facility Lessee shall, subject to the terms of this Section 11, cause the property insurance policies ---------- to carry limits equal to or no less than the latest adjusted Maximum Foreseeable Loss.