Common use of Required Insurance Coverage Clause in Contracts

Required Insurance Coverage. Borrower, at its expense, shall maintain and deliver to Lender policies of insurance providing the following: (i) Commercial General Liability Insurance with limits of not less than $1,000,000.00 per occurrence combined single limit and $2,000,000.00 in the aggregate for the policy period, or in whatever higher amounts as may be required by Lender from time to time by notice to Borrower, and extended to cover: (a) Contractual Liability assumed by Borrower with defense provided in addition to policy limits for indemnities of the named insured, (b) if any of the work is subcontracted, Independent Contractors Liability providing coverage in connection with such portion of the work which may be subcontracted, (c) Broad Form Property Damage Liability, (d) Products & Completed Operations for coverage, such coverage to apply for two years following completion of construction, (e) waiver of subrogation against all parties named additional insured, (f) severability of interest provision, and (g) Personal Injury & Advertisers Liability. (ii) Automobile Liability including coverage on owned, hired and non-owned automobiles and other vehicles, if used in connection with the performance of the work, with Bodily Injury and Property Damage limits of not less than $1,000,000.00 per occurrence combined single limit, with a waiver of subrogation against all parties named as additional insured. (iii) Umbrella/Excess Liability in excess of Commercial General Liability, Automobile Liability and Employers’ Liability coverages which is at least as broad as these underlying policies with a limit of liability of $10,000,000.00. (iv) All-Risk Property (Special Cause of Loss) Insurance on the Improvements in an amount not less than the full insurable value on a replacement cost basis of the insured Improvements and personal property related thereto. During any construction period, such policy shall be written in the so-called “Builder’s Risk Completed Value Non-Reporting Form” with no coinsurance requirement and shall contain a provision granting the insured permission to occupy prior to completion. Such policy shall not contain an exclusion for terrorist losses. However, if such an exclusion exists in the All-Risk policy, a separate Terrorism policy covering Certified Acts of Terrorism must be evidenced to Lender in an amount equal to the full replacement cost of the Improvements. This policy must also list Lender as mortgagee and loss payee. (v) Workers’ Compensation and Employer’s Liability Insurance in accordance with the applicable laws of the state in which the work is to be performed or of the state in which Borrower is obligated to pay compensation to employees engaged in the performance of the work. The policy limit under the Employer’s Liability Insurance section shall not be less than $1,000,000.00 for any one accident. (vi) If all or any portion of the Property lies within a “special flood hazard area” as designated on maps prepared by the Department of Housing and Urban Development, a National Flood Insurance Association standard flood insurance policy covering the Property, plus insurance from a private insurance carrier if necessary, for the duration of the Loan in the amount of the full insurable value of the Improvements located on the Property, or the amount of the Loan, whichever is less. (vii) Rent loss or business interruption insurance against loss of income (including, but not limited to, rent, cost reimbursements and all other amounts payable by tenants under Leases or otherwise derived by Borrower from the operation of the Property) arising out of damage to or destruction of the Property and Improvements by fire or other peril insured against under each policy. The amount of the policy shall be in the amount equal to one year’s projected rentals or gross revenue. (viii) Such other insurance as Lender may reasonably require, which may include, without limitation, errors and omissions insurance with respect to the contractors, architects and engineers, and earthquake insurance; provided, however, that Lender shall not require Borrower to maintain earthquake insurance unless a so called “PML” report with respect to the Property reflects a probable maximum loss of twenty percent (20%) or more in the event of an earthquake or other seismic casualty.

Required Insurance Coverage. BorrowerDuring the Lease Term, Lessee shall, at its Lessee's sole cost and expense, shall maintain secure and deliver to Lender policies of keep the following insurance providing (the following"Insurance Requirements") in full force and effect: (ia) All-risk" of physical damage coverage insurance, including earthquake damage coverage, covering the Improvements, Lessor's Fixtures and Lessor's Equipment on a replacement cost basis, in an amount sufficient to avoid application of any co-insurance clause and with an "agreed amount" endorsement voiding co-insurance, including a full "replacement cost" endorsement together with appropriate "demolition and increased costs of construction" endorsements. Lessee shall be responsible for determining the applicability of "demolition and increased costs of construction" endorsements. Lessor reserves the right to reasonably disapprove any exclusions from the "all-risk" coverage furnished hereunder. If Lessee elects to provide blanket "all-risk" coverage over locations in addition to the Premises, Lessor reserves the right to require a specific endorsement or endorsements from the insurance companies affording such coverage evidencing coverage over the Premises in a sufficient amount to provide recovery on a replacement cost basis. Lessee's coverage may provide for reasonable self-insured retentions. (b) Commercial General Liability Insurance general liability insurance for the benefit of Lessor, Lessee and the Fee Mortgagee, fully protecting Lessor, Lessee and the Fee Mortgagee in respect of personal injuries and death to persons and property damage, with a combined single limit of not less than $5,000,000 for personal injuries and death to persons and property damage. In the event Lessee maintains blanket liability coverage, the total limits of liability required hereunder must be available to the Premises. (c) Business interruption/loss of rents insurance covering all risks referenced in Section 6.04(a) for the benefit of Lessor, Lessee and, if Lessor so directs, for the benefit of the Fee Mortgagee, as their interests may appear, covering risk of loss during the lesser of the first 12 months of reconstruction or the actual reconstruction period necessitated by the occurrence of any of the covered hazards, in such amounts as may be customary for comparable properties in the area and in an amount sufficient to prevent Lessor or Lessee from becoming a co-insurer. Lessee's obligation for payment of rent shall be reduced dollar for dollar by the amount of rent insurance received by Lessor or Fee Mortgagee. (d) Boiler and machinery coverage covering loss or damage, on a replacement cost basis, from explosion of any steam and pressure boilers, hot water heaters, and similar apparatus located in, on or about the Premises with limits of not less than $1,000,000.00 per occurrence combined single limit and $2,000,000.00 the replacement cost of the Improvements. In the event coverage hereunder is afforded by more than one insurance company, all such companies shall furnish a joint loss endorsement to the policies covering the risk set forth in this Section. (e) Flood (if the aggregate for the policy period, Premises is located in whole or in whatever higher part within any flood plain area as designated by any department or agency of the United States Government having jurisdiction) and such other hazards and in such amounts as may be required customary for comparable properties in the area, provided the same is available at rates which are economically practical in relation to the risks covered, as determined by Lender from time to time Lessee and reasonably approved by notice to BorrowerLessor. (f) Workers' compensation insurance coverage for all persons employed by Lessee on the Premises with statutory limits and otherwise with limits of and provisions in accordance with the requirements of applicable local, state and extended to cover: federal law. (ag) Contractual Liability assumed by Borrower with defense provided in addition to policy limits for indemnities During the course of the named insured, (b) if any of the work is subcontracted, Independent Contractors Liability providing coverage construction or reconstruction in connection with such portion of any addition, renovation or any Casualty or Condemnation, "builder's risk" coverage for the work which may be subcontracted, (c) Broad Form Property Damage Liability, (d) Products & Completed Operations for coverage, such coverage Premises written on an "all risk" basis with privilege granted to apply for two years following completion of construction, (e) waiver of subrogation against all parties named additional insured, (f) severability of interest provision, and (g) Personal Injury & Advertisers Liability. (ii) Automobile Liability including coverage on owned, hired and non-owned automobiles and other vehicles, if used in connection with the performance of the work, with Bodily Injury and Property Damage limits of not less than $1,000,000.00 per occurrence combined single limit, with a waiver of subrogation against all parties named as additional insured. (iii) Umbrella/Excess Liability in excess of Commercial General Liability, Automobile Liability and Employers’ Liability coverages which is at least as broad as these underlying policies with a limit of liability of $10,000,000.00. (iv) All-Risk Property (Special Cause of Loss) Insurance on the Improvements occupy in an amount not less than the full insurable value on a replacement cost basis amount of the insured Improvements construction or reconstruction cost, during the period of any Major Alteration, which shall include the value of building materials on the Premises, covering loss or damage by fire, lightning, windstorm, hail, explosion, riot, riot attending a strike, civil commotion, aircraft vehicles, smoke, earthquakes, vandalism and personal property related thereto. During any construction periodmalicious mischief, and flood insurance (if the Premises is in a flood hazard area), and such policy shall other hazards as may be written included in the so-called “Builder’s Risk Completed Value Non-Reporting Form” with no coinsurance requirement and shall contain a provision granting the insured permission broad form of extended coverage from time to occupy prior to completion. Such policy shall not contain an exclusion for terrorist losses. However, if such an exclusion exists in the All-Risk policy, a separate Terrorism policy covering Certified Acts of Terrorism must be evidenced to Lender in an amount equal to the full replacement cost of the Improvements. This policy must also list Lender as mortgagee and loss payeetime available. (vh) Workers’ Compensation and Employer’s Liability Insurance in accordance with Without limiting the applicable laws generality of the state foregoing, during the Lease Term, Lessee shall, at Lessee's sole cost and expense, secure and keep the insurance coverages as required in which the work is to be performed or of the state Schedule D hereto in which Borrower is obligated to pay compensation to employees engaged in the performance of the work. The policy limit under the Employer’s Liability Insurance section shall not be less than $1,000,000.00 for any one accidentfull force and effect. (vi) If all or any portion of the Property lies within a “special flood hazard area” as designated on maps prepared by the Department of Housing and Urban Development, a National Flood Insurance Association standard flood insurance policy covering the Property, plus insurance from a private insurance carrier if necessary, for the duration of the Loan in the amount of the full insurable value of the Improvements located on the Property, or the amount of the Loan, whichever is less. (vii) Rent loss or business interruption insurance against loss of income (including, but not limited to, rent, cost reimbursements and all other amounts payable by tenants under Leases or otherwise derived by Borrower from the operation of the Property) arising out of damage to or destruction of the Property and Improvements by fire or other peril insured against under each policy. The amount of the policy shall be in the amount equal to one year’s projected rentals or gross revenue. (viii) Such other insurance as Lender may reasonably require, which may include, without limitation, errors and omissions insurance with respect to the contractors, architects and engineers, and earthquake insurance; provided, however, that Lender shall not require Borrower to maintain earthquake insurance unless a so called “PML” report with respect to the Property reflects a probable maximum loss of twenty percent (20%) or more in the event of an earthquake or other seismic casualty.

Required Insurance Coverage. Borrower, at its expense, shall maintain and deliver to Lender policies of insurance providing the following: (i) Commercial General Liability Insurance with limits of not less than $1,000,000.00 [***] per occurrence combined single limit for bodily injury, personal injury and $2,000,000.00 in property damage. General liability risks and key exposures to be covered shall include, but not be limited to, the aggregate for the policy period, or in whatever higher amounts as may be required by Lender from time to time by notice to Borrower, premises and extended to cover: (a) Contractual Liability assumed by Borrower with defense provided in addition to policy limits for indemnities of the named insured, (b) if any of the work is subcontracted, Independent Contractors Liability providing coverage MEDecision operations in connection with such portion of the work which may be subcontractedpremises, (c) Broad Form Property Damage Liabilityproducts and completed operations, (d) Products & Completed Operations for coverage, such coverage to apply for two years following completion of construction, (e) waiver of subrogation against all parties named additional insured, (f) severability of interest provisionblanket contractual, and (g) Personal Injury & Advertisers Liability. (ii) Automobile Liability including coverage on owned, hired and non-owned automobiles and other vehicles, if personal injury. “Premises” for purposes of this section 11.12 shall include any premises used in connection with the performance of the work, services under this Agreement (ii) Comprehensive Automobile Liability Insurance coverage with Bodily Injury and Property Damage limits of not less than $1,000,000.00 per occurrence [***] combined single limitlimit coverage against bodily injury liability and property damage liability arising out of the use of any owned, non-owed or hired motor vehicles by or on behalf of MEDecision, its agents, employees ***Confidential material which has been omitted and filed separately with a waiver of subrogation against all parties named as additional insured.the Securities and Exchange Commission. and other persons under MEDecision’s control in connection with this Agreement (iii) Umbrella/Excess Umbrella Liability in excess of Commercial General Liability, Automobile Liability and Employers’ Liability coverages which is at least as broad as these underlying policies with a limit of liability of $10,000,000.00. (iv) All-Risk Property (Special Cause of Loss) Insurance on the Improvements Coverage in an amount not less than the full insurable value on a replacement cost basis of the insured Improvements and personal property related thereto$[***]. During any construction period, such policy Such insurance shall be written in the so-called “Builderexcess of all liability coverages required in paragraphs (i) and (ii) above; and (iv) Workers’ Compensation Insurance in full compliance with all applicable state and federal laws and regulations and which covers all employees of MEDecision. Coverage shall include Employer’s Risk Completed Value Non-Reporting Form” with no coinsurance requirement and shall contain a provision granting the insured permission to occupy prior to completion. Such policy shall not contain an exclusion for terrorist losses. However, if such an exclusion exists in the All-Risk policy, a separate Terrorism policy covering Certified Acts of Terrorism must be evidenced to Lender Liability insurance in an amount equal to the full replacement cost of the Improvements. This policy must also list Lender as mortgagee not less than $[***] per accident, $[***] per illness per employee and loss payee$[***] per illness aggregate. (v) Workers’ Compensation and Employer’s Liability Insurance Fidelity Surety Bonds or an insurance policy which includes employee dishonesty coverage, in accordance with the applicable laws of the state in which the work is to be performed or of the state in which Borrower is obligated to pay compensation to employees engaged in the performance of the work. The policy limit under the Employer’s Liability Insurance section shall an amount not be less than $1,000,000.00 [***] for all employees of MEDecision who provide Services to Customer, if the Services provided under this Agreement include the handling of any one accidentfunds or accounts of Customer. This bond or policy may be a blanket policy covering all employees of MEDecision. (vi) If all or any portion of the Property lies within a An “special flood hazard areaAll Risk” as designated on maps prepared by the Department of Housing and Urban Development, a National Flood Insurance Association standard flood property insurance policy on a replacement value basis covering MEDecision personal property, contents and equipment at the PropertyPremises. Such policy shall contain the appropriate clauses pursuant to which the insurance company or companies waive the right of subrogation against Customer and all of its shareholders, plus insurance from a private insurance carrier if necessarydirectors, for the duration of the Loan in the amount of the full insurable value of the Improvements located on the Propertyofficers, or the amount of the Loanemployees, whichever is lessrepresentatives and agents. (vii) Rent loss Professional Liability insurance covering acts, errors or business interruption insurance against loss of income (including, but not limited to, rent, cost reimbursements and all other amounts payable by tenants under Leases or otherwise derived by Borrower from the operation of the Property) omissions arising out of damage to Services performed under this agreement in an amount no less than $1 million per claim and $5 million per aggregate. A “Claims Made” policy not renewed or destruction replaced shall have an extended reporting period or “tail” of the Property and Improvements by fire or other peril insured against under each policy. The amount of the policy shall be in the amount equal to one year’s projected rentals or gross revenuetwo (2) years. (viii) Such other If applicable, Network/Cyber-Liability/E-Commerce insurance as Lender may reasonably require, which may include, without limitationcovering acts, errors or omissions arising out of Services performed under this agreement in an amount no less than $5 million per occurrence and omissions insurance with respect to the contractors, architects and engineers, and earthquake insurance; provided, however, that Lender $5 million per aggregate. A “Claims Made” policy not renewed or replaced shall not require Borrower to maintain earthquake insurance unless a so called have an extended reporting period or “PMLtail” report with respect to the Property reflects a probable maximum loss of twenty percent two (20%2) or more in the event of an earthquake or other seismic casualtyyears.

Required Insurance Coverage. Borrower will cause Facility Lessee to maintain the insurance required by Section 13 of the Facility Lease and otherwise comply with the requirements set forth therein and will cause and Contractor to maintain the insurance required by the Construction Contract. In addition, but without duplication of such insurance, Borrower, at its expense, shall maintain and deliver provide to Lender Administrative Agent duplicate originals of policies of insurance providing the following: (i) Commercial General Liability Insurance with limits of not less than $1,000,000.00 1,000,000 per occurrence combined single limit and $2,000,000.00 2,000,000 in the aggregate for the policy period, or in whatever higher amounts as may be required by Lender Administrative Agent from time to time by notice to BorrowerBorrower (with deductibles acceptable to Lender), and extended to cover: (a) Contractual Liability assumed by Borrower with defense provided in addition to policy limits for indemnities of the named insured, (b) if any of the work is subcontracted, Independent Contractors Liability providing coverage in connection with such portion of the work which may be subcontracted, (c) Broad Form Property Damage Liability, (d) Products & Completed Operations for coverage, such coverage to apply for two years following completion of construction, (e) waiver of subrogation against all parties named additional insured, (f) severability of interest provision, and (g) Personal Injury & Advertisers LiabilityLiability and (g) environmental liability. (ii) Automobile Liability including coverage on owned, hired and non-owned automobiles and other vehicles, if used in connection with the performance of the work, with Bodily Injury and Property Damage limits of not less than $1,000,000.00 per occurrence combined single limit, with a waiver of subrogation against all parties named as additional insured. (iii) Umbrella/Excess Liability in excess of Commercial General Liability, Automobile Liability and Employers’ Liability coverages which is at least as broad as these underlying policies with a limit of liability of $10,000,000.0025,000,000. (iv) All-Risk Property (Special Cause of Loss) Insurance on including, without limitation, coverage for loss or damage to the Improvements Facility by fire and other perils including windstorm, earthquake/earth movement and malicious mischief, building ordinance extension endorsement (including cost of demolition, increased costs of construction and the value of the undamaged portion of the building and soft costs coverage), and boiler and machinery coverage (if separate policy, that policy must include loss of rents or business interruption coverage), as specified by Administrative Agent. The policy shall be in an amount not less than the full insurable value on a replacement cost basis of the insured Improvements Facility and personal property related theretothereto (without deduction for depreciation). If the policy is a blanket policy covering the Facility and one or more other properties, the policy must specify the dollar amount of the total blanket limit of the policy that is allocated to each property, and the amount so allocated to the Facility must not be less than the full insurable value on a replacement cost basis. During any construction period, such policy shall be written in the so-called “Builder’s Risk Completed Value Non-Reporting Form” with no coinsurance requirement and shall contain a provision granting the insured permission to occupy prior to completion. Such policy shall not contain an exclusion for terrorist losses. However, if such an exclusion exists in the All-Risk policy, losses unless Borrower shall procure a separate Terrorism policy covering Certified Acts of Terrorism must be evidenced to Lender in an amount equal to the full replacement cost of the ImprovementsFacility, or the amount of the Loan, whichever is less. This policy must also list Lender Collateral Agent as mortgagee and loss payee. (v) Workers’ Compensation and Employer’s Liability Insurance in accordance with If the applicable laws of the state in which the work is to be performed or of the state in which Borrower is obligated to pay compensation to employees engaged in the performance of the work. The policy limit under the Employer’s Liability Insurance section shall not be less than $1,000,000.00 for any one accident. (vi) If all Property, or any portion of the Property part thereof, lies within a “special flood hazard area” as designated on maps prepared by the Department of Housing and Urban DevelopmentFederal Emergency Management Agency (FEMA), a National Flood Insurance Association standard flood insurance policy covering the Property, plus Program Standard Flood Insurance Policy (“SFIP”) and/or insurance from a private insurance carrier (which may substitute for or supplement, the SFIP) in form and substance acceptable to Administrative Agent covering the Facility, if necessaryapplicable, for the duration of the Loan Loans in the amount of the full insurable value of the Improvements located on the PropertyFacility, if applicable, or the amount of the LoanLoans, whichever is less. (vii) Rent loss or business interruption insurance against loss of income (including, but not limited to, rent, cost reimbursements and all other amounts payable by tenants under Leases or otherwise derived by Borrower from the operation of the Property) arising out of damage to or destruction of the Property and Improvements by fire or other peril insured against under each policy. The amount of the policy shall be in the amount equal to one year’s projected rentals or gross revenue. (viiivi) Such other insurance coverages in such amounts as Lender Administrative Agent may reasonably require, which may include, without limitation, errors and omissions insurance with respect to the contractors, architects and engineers, and earthquake insurance; provided, however, that Lender shall not require Borrower to maintain earthquake insurance unless a so called “PML” report with respect to the Property reflects a probable maximum loss of twenty percent (20%) or more in the event of an earthquake or other seismic casualty.

Required Insurance Coverage. BorrowerDuring the Lease Term, Lessee shall, at its Lessee's sole cost and expense, shall maintain secure and deliver to Lender policies of keep the following insurance providing (the following"Insurance Requirements") in full force and effect: (ia) All-risk" of physical damage coverage insurance, including earthquake damage coverage, covering the Improvements, Lessor's Fixtures and Lessor's Equipment on a replacement cost basis, in an amount sufficient to avoid application of any co-insurance clause and with an "agreed amount" endorsement voiding co-insurance, including a full "replacement cost" endorsement together with appropriate "demolition and increased costs of construction" endorsements. Lessee shall be responsible for determining the applicability of "demolition and increased costs of construction" endorsements. Lessor reserves the right to reasonably disapprove any exclusions from the "all-risk" coverage furnished hereunder. If Lessee elects to provide blanket "all-risk" coverage over locations in addition to the Premises, Lessor reserves the right to require a specific endorsement or endorsements from the insurance companies affording such coverage evidencing coverage over the Premises in a sufficient amount to provide recovery on a replacement cost basis. Lessee's coverage may provide for reasonable self-insured retentions. (b) Commercial General Liability Insurance general liability insurance for the benefit of Lessor, Lessee and the Fee Mortgagee, fully protecting Lessor, Lessee and the Fee Mortgagee in respect of personal injuries and death to persons and property damage, with a combined single limit of not less than $5,000,000 for personal injuries and death to persons and property damage. In the event Lessee maintains blanket liability coverage, the total limits of liability required hereunder must be available to the Premises. (c) Business interruption/loss of rents insurance covering all risks referenced in Section 6.04(a) for the benefit of Lessor, Lessee and, if Lessor so directs, for the benefit of the Fee Mortgagee, as their interests may appear, covering risk of loss during the lesser of the first 12 months of reconstruction or the actual reconstruction period necessitated by the occurrence of any of the covered hazards, in such amounts as may be customary for comparable properties in the area and in an amount sufficient to prevent Lessor or Lessee from becoming a co-insurer. Lessee's obligation for payment of rent shall be reduced dollar for dollar by the amount of rent insurance received by Lessor or Fee Mortgagee. (d) Boiler and machinery coverage covering loss or damage, on a replacement cost basis, from explosion of any steam and pressure boilers, hot water heaters, and similar apparatus located in, on or about the Premises with limits of not less than $1,000,000.00 per occurrence combined single limit and $2,000,000.00 the replacement cost of the Improvements. In the event coverage hereunder is afforded by more than one insurance company, all such companies shall furnish a joint loss endorsement to the policies covering the risk set forth in this Section. (e) Flood (if the aggregate for the policy period, Premises is located in whole or in whatever higher part within any flood plain area as designated by any department or agency of the United States Government having jurisdiction) and such other hazards and in such amounts as may be required customary for comparable properties in the area, provided the same is available at rates which are economically practical in relation to the risks covered, as determined by Lender from time to time Lessee and reasonably approved by notice to BorrowerLessor. (f) Workers' compensation insurance coverage for all persons employed by Lessee on the Premises with statutory limits and otherwise with limits of and provisions in accordance with the requirements of applicable local, state and extended to cover: federal law. (ag) Contractual Liability assumed by Borrower with defense provided in addition to policy limits for indemnities During the course of the named insured, (b) if any of the work is subcontracted, Independent Contractors Liability providing coverage construction or reconstruction in connection with such portion of any addition, renovation or any Casualty or Condemnation, "builder's risk" coverage for the work which may be subcontracted, (c) Broad Form Property Damage Liability, (d) Products & Completed Operations for coverage, such coverage Premises written on an "all risk" basis with privilege granted to apply for two years following completion of construction, (e) waiver of subrogation against all parties named additional insured, (f) severability of interest provision, and (g) Personal Injury & Advertisers Liability. (ii) Automobile Liability including coverage on owned, hired and non-owned automobiles and other vehicles, if used in connection with the performance of the work, with Bodily Injury and Property Damage limits of not less than $1,000,000.00 per occurrence combined single limit, with a waiver of subrogation against all parties named as additional insured. (iii) Umbrella/Excess Liability in excess of Commercial General Liability, Automobile Liability and Employers’ Liability coverages which is at least as broad as these underlying policies with a limit of liability of $10,000,000.00. (iv) All-Risk Property (Special Cause of Loss) Insurance on the Improvements occupy in an amount not less than the full insurable value on a replacement cost basis amount of the insured Improvements construction or reconstruction cost, during the period of any Major Alteration, which shall include the value of building materials on the Premises, covering loss or damage by fire, lightning, windstorm, hail, explosion, riot, riot attending a strike, civil commotion, aircraft vehicles, smoke, earthquakes, vandalism and personal property related thereto. During any construction periodmalicious mischief, and flood insurance (if the Premises is in a flood hazard area), and such policy shall other hazards as may be written included in the so-called “Builder’s Risk Completed Value Non-Reporting Form” with no coinsurance requirement and shall contain a provision granting the insured permission broad form of extended coverage from time to occupy prior to completion. Such policy shall not contain an exclusion for terrorist losses. However, if such an exclusion exists in the All-Risk policy, a separate Terrorism policy covering Certified Acts of Terrorism must be evidenced to Lender in an amount equal to the full replacement cost of the Improvements. This policy must also list Lender as mortgagee and loss payeetime available. (vh) Workers’ Compensation and Employer’s Liability Insurance in accordance with Without limiting the applicable laws generality of the state foregoing, during the Lease Term, Lessee shall, at Lessee's sole cost and expense, secure and keep the insurance coverages as required in which the work is to be performed or of the state Schedule D hereto in which Borrower is obligated to pay compensation to employees engaged in the performance of the workfull force and effect. The policy limit under the Employer’s Liability Insurance section shall not be less than $1,000,000.00 for any one accident. (vi) If all or any portion of the Property lies within a “special flood hazard area” as designated on maps prepared by the Department of Housing and Urban Development, a National Flood Insurance Association standard flood insurance policy covering the Property, plus insurance from a private insurance carrier if necessary, for the duration of the Loan in the amount of the full insurable value of the Improvements located on the Property, or the amount of the Loan, whichever is less. (vii) Rent loss or business interruption insurance against loss of income (including, but not limited to, rent, cost reimbursements and all other amounts payable by tenants under Leases or otherwise derived by Borrower from the operation of the Property) arising out of damage to or destruction of the Property and Improvements by fire or other peril insured against under each policy. The amount of the policy shall be in the amount equal to one year’s projected rentals or gross revenue. (viii) Such other insurance as Lender may reasonably require, which may include, without limitation, errors and omissions insurance with respect to the contractors, architects and engineers, and earthquake insurance; provided, however, that Lender shall not require Borrower to maintain earthquake insurance unless a so called “PML” report with respect to the Property reflects a probable maximum loss of twenty percent (20%) or more in the event of an earthquake or other seismic casualty.17

Required Insurance Coverage. BorrowerDuring the Lease Term, Lessee shall, at its Lessee’s sole cost and expense, shall maintain secure and deliver to Lender policies of keep the following insurance providing (the following“Insurance Requirements”) in full force and effect: (ia) “All-risk” of physical damage coverage insurance, including earthquake damage coverage, covering the Improvements, Lessor’s Fixtures and Lessor’s Equipment on a replacement cost basis, in an amount sufficient to avoid application of any co-insurance clause and with an “agreed amount” endorsement voiding coinsurance, including a full “replacement cost” endorsement together with appropriate “demolition and increased costs of construction” endorsements. Lessee shall be responsible for determining the applicability of “demolition and increased costs of construction” endorsements. Lessor reserves the right to reasonably disapprove any exclusions from the “all-risk” coverage furnished hereunder. If Lessee elects to provide blanket “all-risk” coverage over locations in addition to the Premises, Lessor reserves the right to require a specific endorsement or endorsements from the insurance companies affording such coverage evidencing coverage over the Premises in a sufficient amount to provide recovery on a replacement cost basis. Lessee’s coverage may provide for reasonable self-insured retentions. (b) Commercial General Liability Insurance general liability insurance for the benefit of Lessor, Lessee and the Fee Mortgagee, fully protecting Lessor, Lessee and the Fee Mortgagee in respect of personal injuries and death to persons and property damage, with a combined single limit of not less than $5,000,000 for personal injuries and death to persons and property damage. In the event Lessee maintains blanket liability coverage, the total limits of liability required hereunder must be available to the Premises. (c) Business interruption/loss of rents insurance covering all risks referenced in Section 6.04(a) for the benefit of Lessor, Lessee and, if Lessor so directs, for the benefit of the Fee Mortgagee, as their interests may appear, covering risk of loss during the lesser of the first 12 months of reconstruction or the actual reconstruction period necessitated by the occurrence of any of the covered hazards, in such amounts as may be customary for comparable properties in the area and in an amount sufficient to prevent Lessor or Lessee from becoming a co-insurer. Lessee’s obligation for payment of rent shall be reduced dollar for dollar by the amount of rent insurance received by Lessor or Fee Mortgagee. (d) Boiler and machinery coverage covering loss or damage, on a replacement cost basis, from explosion of any steam and pressure boilers, hot water heaters, and similar apparatus located in, on or about the Premises with limits of not less than $1,000,000.00 per occurrence combined single limit and $2,000,000.00 the replacement cost of the Improvements. In the event coverage hereunder is afforded by more than one insurance company, all such companies shall furnish a joint loss endorsement to the policies covering the risk set forth in this Section. (e) Flood (if the aggregate for the policy period, Premises is located in whole or in whatever higher part within any flood plain area as designated by any department or agency of the United States Government having jurisdiction) and such other hazards and in such amounts as may be required customary for comparable properties in the area, provided the same is available at rates which are economically practical in relation to the risks covered, as determined by Lender from time to time Lessee and reasonably approved by notice to BorrowerLessor. (f) Workers’ compensation insurance coverage for all persons employed by Lessee on the Premises with statutory limits and otherwise with limits of and provisions in accordance with the requirements of applicable local, state and extended to cover: federal law. (ag) Contractual Liability assumed by Borrower with defense provided in addition to policy limits for indemnities During the course of the named insured, (b) if any of the work is subcontracted, Independent Contractors Liability providing coverage construction or reconstruction in connection with such portion of any addition, renovation or any Casualty or Condemnation, “builder’s risk” coverage for the work which may be subcontracted, (c) Broad Form Property Damage Liability, (d) Products & Completed Operations for coverage, such coverage Premises written on an “all risk” basis with privilege granted to apply for two years following completion of construction, (e) waiver of subrogation against all parties named additional insured, (f) severability of interest provision, and (g) Personal Injury & Advertisers Liability. (ii) Automobile Liability including coverage on owned, hired and non-owned automobiles and other vehicles, if used in connection with the performance of the work, with Bodily Injury and Property Damage limits of not less than $1,000,000.00 per occurrence combined single limit, with a waiver of subrogation against all parties named as additional insured. (iii) Umbrella/Excess Liability in excess of Commercial General Liability, Automobile Liability and Employers’ Liability coverages which is at least as broad as these underlying policies with a limit of liability of $10,000,000.00. (iv) All-Risk Property (Special Cause of Loss) Insurance on the Improvements occupy in an amount not less than the full insurable value on a replacement cost basis amount of the insured Improvements construction or reconstruction cost, during the period of any Major Alteration, which shall include the value of building materials on the Premises, covering loss or damage by fire, lightning, windstorm, hail, explosion, riot, riot attending a strike, civil commotion, aircraft vehicles, smoke, earthquakes, vandalism and personal property related thereto. During any construction periodmalicious mischief, and flood insurance (if the Premises is in a flood hazard area), and such policy shall other hazards as may be written included in the so-called “Builder’s Risk Completed Value Non-Reporting Form” with no coinsurance requirement and shall contain a provision granting the insured permission broad form of extended coverage from time to occupy prior to completion. Such policy shall not contain an exclusion for terrorist losses. However, if such an exclusion exists in the All-Risk policy, a separate Terrorism policy covering Certified Acts of Terrorism must be evidenced to Lender in an amount equal to the full replacement cost of the Improvements. This policy must also list Lender as mortgagee and loss payeetime available. (vh) Workers’ Compensation and Employer’s Liability Insurance in accordance with Without limiting the applicable laws generality of the state foregoing, during the Lease Term, Lessee shall, at Lessee’s sole cost and expense, secure and keep the insurance coverages as required in which the work is to be performed or of the state Schedule D hereto in which Borrower is obligated to pay compensation to employees engaged in the performance of the work. The policy limit under the Employer’s Liability Insurance section shall not be less than $1,000,000.00 for any one accidentfull force and effect. (vi) If all or any portion of the Property lies within a “special flood hazard area” as designated on maps prepared by the Department of Housing and Urban Development, a National Flood Insurance Association standard flood insurance policy covering the Property, plus insurance from a private insurance carrier if necessary, for the duration of the Loan in the amount of the full insurable value of the Improvements located on the Property, or the amount of the Loan, whichever is less. (vii) Rent loss or business interruption insurance against loss of income (including, but not limited to, rent, cost reimbursements and all other amounts payable by tenants under Leases or otherwise derived by Borrower from the operation of the Property) arising out of damage to or destruction of the Property and Improvements by fire or other peril insured against under each policy. The amount of the policy shall be in the amount equal to one year’s projected rentals or gross revenue. (viii) Such other insurance as Lender may reasonably require, which may include, without limitation, errors and omissions insurance with respect to the contractors, architects and engineers, and earthquake insurance; provided, however, that Lender shall not require Borrower to maintain earthquake insurance unless a so called “PML” report with respect to the Property reflects a probable maximum loss of twenty percent (20%) or more in the event of an earthquake or other seismic casualty.