Common use of Insurance Coverage Clause in Contracts

Insurance Coverage. For so long as this Mortgage is in effect, Borrower shall continuously maintain insurance in accordance with the following provisions: (a) Borrower shall obtain and maintain at all times during the term of the Loan the insurance required by Agent pursuant to Exhibit B attached hereto. In addition, Borrower shall cause Agent to be named as a named insured under the insurance policies required by Agent and Agent shall be identified in each policy as follows: Fifth Third Bank, its successors and/or assigns as their respective interests may appear. Borrower shall provide Agent with evidence of all such insurance required hereunder. (b) The policies of insurance to be obtained and maintained by Borrower under the provisions of this Mortgage shall be issued by responsible insurance carriers with a Best’s rating of no less than A/VII, licensed to do business in the State of Indiana, who are acceptable to Agent and shall be in such form and with such endorsements (including a mortgagee clause in favor of Agent), waivers and deductibles (in no event to exceed $10,000) as Agent shall designate or approve. Without limitation on the foregoing: (c) All policies shall name Borrower as the insured, and (with the exception of policies for workmen’s compensation insurance) shall name Agent as mortgagee and as an additional insured (under a standard non-contributing mortgagee protection clause, in form reasonably satisfactory to Agent, attached to such policy or policies whenever applicable, and providing, among other matters, that all insurance proceeds shall be paid to Agent). (d) All policies shall contain: (1) the agreement of the insurer to give Agent at least 30 days’ written notice prior to cancellation or expiration of or change in such policies, or any of them; (2) a waiver of subrogation rights against Agent and, if available Borrower; (3) an agreement that such policies are primary and non-contributing with any insurance that may be carried by Agent; (4) a statement that the insurance shall not be invalidated should any insured waive in writing prior to a loss any or all right of recovery against any party for loss accruing to the property described in the insurance policy; and (5) if obtainable, a provision that no act or omission of Borrower shall affect or limit the obligation of the insurance carrier to pay the amount of any loss sustained. As of the date hereof, and subject to any changes in such requirements which Agent may, in its discretion, make from time to time pursuant to its rights under this Section 6, each policy of property insurance hereunder shall contain a lender’s loss payable endorsement, lender clause, or other non-contributory mortgagee clause of similar form and substance acceptable to Agent in favor of Agent as a second mortgagee. (e) Concurrently herewith, Borrower shall deliver to Agent original policies or certificates with premiums prepaid evidencing the insurance required hereunder. Borrower shall procure and pay for renewals of such insurance (or shall cause the procurement and payment) from time to time before the expiration thereof, and Borrower shall deliver to Agent such original renewal policies or certificates with premiums prepaid at least 30 days before the expiration of any existing policy. (f) Borrower, for itself, and on behalf of its insurers, hereby releases and waives any right to recover against Agent on any liability for: damages for injury to or death of persons; any loss or damage to property, including the property of any occupant of the Premises; any loss or damage to buildings or other improvements comprising the Premises; any other direct or indirect loss or damage caused by fire or other risks, which loss or damage is or would be covered by the insurance required to be carried hereunder by Borrower, or is otherwise insured; or claims arising by reason of any of the foregoing, except to the extent caused solely by the active negligence of Agent, respectively. (g) Agent shall not, by reason of accepting, rejecting, obtaining or failing to obtain insurance, incur any liability for (a) the existence, non-existence, form, amount or legal sufficiency thereof, (b) the solvency or insolvency of any insurer, or (c) the payment of losses. All insurance required hereunder or carried by Borrower shall be procured at Borrower’s sole cost and expense. Borrower shall deliver to Agent receipts satisfactory to Agent evidencing full prepayment of the premiums therefor, except to the extent Agent makes payments with Borrower’s deposits under Section 26 (for the periods and payments so covered by such payments). In the event of foreclosure on, or other transfer of title in lieu of foreclosure of, the Premises, all of Borrower’s interest in and to any and all insurance policies in force shall pass to Agent, or the transferee or purchaser as the case may be, and Agent is hereby irrevocably authorized to assign in Borrower’s name to such purchaser or transferee all such policies, which may be amended or rewritten to show the interest of such purchaser or transferee. (h) If the Borrower fails to procure, pay the premiums for, or deliver to the Agent any of the Policies or renewals as required herein, the Agent may elect, but shall not be obligated, to obtain such insurance and pay the premiums therefor. The Borrower shall pay to the Agent on demand any premiums so paid with interest thereon at the Default Rate set forth in the Notes, from the time of the advance for such payment by the Agent, and said advance and interest shall be part of the Debt. (i) Approval by the Agent of any policies of insurance (“Policies”) shall not be deemed a representation by the Agent as to the adequacy of coverage of such Policies or the solvency of the insurer.

Insurance Coverage. For so long as this Mortgage is in effect, Borrower shall continuously maintain insurance in accordance with the following provisions: (a) Borrower The Lessee shall obtain and maintain at all times during furnish the term of the Loan Lessor with certificates showing the insurance required by Agent pursuant to Exhibit B attached hereto. In addition, Borrower shall cause Agent under Sections 17.1 and 17.2 to be named in effect and naming the Lessor as a named additional insured under with respect to liability coverage (excluding worker's compensation insurance), and naming the insurance policies Lessor as loss payee with respect to property coverage and showing the mortgagee endorsement required by Agent and Agent Section 17.3(c) with respect to such coverage. All such insurance shall be identified at the cost and expense of the Lessee. Such certificates shall include a provision for no less than thirty (30) days' advance written notice by the insurer to the Lessor in each policy as follows: Fifth Third Bank, its successors and/or assigns as their respective interests may appear. Borrower shall provide Agent with evidence the event of all cancellation or reduction of such insurance required hereunderinsurance. (b) The policies of Lessee agrees that the insurance to be obtained and maintained by Borrower under the provisions of this Mortgage shall be issued by responsible insurance carriers with a Best’s rating of no less than A/VII, licensed to do business in the State of Indiana, who are acceptable to Agent and shall be in such form and with such endorsements (including a mortgagee clause in favor of Agent), waivers and deductibles (in no event to exceed $10,000) as Agent shall designate or approve. Without limitation on the foregoing: (c) All policies shall name Borrower as the insured, and (with the exception of policies for workmen’s compensation insurance) shall name Agent as mortgagee and as an additional insured (under a standard non-contributing mortgagee protection clause, in form reasonably satisfactory to Agent, attached to such policy or policies whenever applicable, and providing, among other matters, required by Section 17.2 shall include an appropriate clause pursuant to which such policy shall provide that all insurance proceeds shall be paid to Agent). (d) All policies shall contain: (1) the agreement of the insurer to give Agent at least 30 days’ written notice prior to cancellation or expiration of or change in such policies, or any of them; (2) a waiver of subrogation rights against Agent and, if available Borrower; (3) an agreement that such policies are primary and non-contributing with any insurance that may be carried by Agent; (4) a statement that the insurance shall it will not be invalidated should any insured waive the Lessee waive, in writing writing, prior to a loss loss, any or all right rights of recovery against any party for loss accruing to the property described in losses covered by such policy, and that the insurance policy; in favor of the Lessor and (5) if obtainable, a provision that no its rights under and interests in said policies shall not be invalidated or reduced by any act or omission of Borrower shall affect or limit the obligation negligence of the Lessee or any other Person having any interest in the Property. The Lessee hereby waives any and all such rights against the Lessor to the extent of payments made under such policies. (c) All such insurance carrier to pay shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the Lessee which is rated in Best's Insurance Guide or any loss sustained. As successor thereto (or if there be none, an organization having a similar national reputation) shall have a general policyholder rating of the date hereof, "A" and subject to any changes in such requirements which Agent may, in its discretion, make from time to time pursuant to its rights under this Section 6, each policy a financial rating of property insurance hereunder shall contain a lender’s loss payable endorsement, lender clause, at least "12" or other non-contributory mortgagee clause of similar form and substance be otherwise acceptable to Agent the Lessor. All insurance policies required by Section 17.2 shall include a standard form mortgagee endorsement in favor of Agent the Lender. (d) The Lessor may carry separate liability insurance so long as (i) the Lessee's insurance is designated as primary and in no event excess or contributory to any insurance the Lessor may have in force which would apply to a second mortgageeloss covered under the Lessee's policy and (ii) each such insurance policy will not cause the Lessee's insurance required under this Article XVII to be subject to a coinsurance exception of any kind. (e) Concurrently herewithThe Lessee shall pay as they become due all premiums for the insurance required by Section 17.1 and Section 17.2, Borrower and shall renew or replace each policy prior to the expiration date thereof. Throughout the Term, at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year), the Lessee shall deliver to Agent original policies or the Lessor certificates with premiums prepaid of insurance evidencing the that all insurance required hereunder. Borrower shall procure and pay for renewals of such insurance (or shall cause the procurement and payment) from time to time before the expiration thereof, and Borrower shall deliver to Agent such original renewal policies or certificates with premiums prepaid at least 30 days before the expiration of any existing policy. (f) Borrower, for itself, and on behalf of its insurers, hereby releases and waives any right to recover against Agent on any liability for: damages for injury to or death of persons; any loss or damage to property, including the property of any occupant of the Premises; any loss or damage to buildings or other improvements comprising the Premises; any other direct or indirect loss or damage caused by fire or other risks, which loss or damage this Article XVII is or would be covered being maintained by the insurance required to be carried hereunder by Borrower, or Lessee and is otherwise insured; or claims arising by reason of any of the foregoing, except to the extent caused solely by the active negligence of Agent, respectivelyin effect. (g) Agent shall not, by reason of accepting, rejecting, obtaining or failing to obtain insurance, incur any liability for (a) the existence, non-existence, form, amount or legal sufficiency thereof, (b) the solvency or insolvency of any insurer, or (c) the payment of losses. All insurance required hereunder or carried by Borrower shall be procured at Borrower’s sole cost and expense. Borrower shall deliver to Agent receipts satisfactory to Agent evidencing full prepayment of the premiums therefor, except to the extent Agent makes payments with Borrower’s deposits under Section 26 (for the periods and payments so covered by such payments). In the event of foreclosure on, or other transfer of title in lieu of foreclosure of, the Premises, all of Borrower’s interest in and to any and all insurance policies in force shall pass to Agent, or the transferee or purchaser as the case may be, and Agent is hereby irrevocably authorized to assign in Borrower’s name to such purchaser or transferee all such policies, which may be amended or rewritten to show the interest of such purchaser or transferee. (h) If the Borrower fails to procure, pay the premiums for, or deliver to the Agent any of the Policies or renewals as required herein, the Agent may elect, but shall not be obligated, to obtain such insurance and pay the premiums therefor. The Borrower shall pay to the Agent on demand any premiums so paid with interest thereon at the Default Rate set forth in the Notes, from the time of the advance for such payment by the Agent, and said advance and interest shall be part of the Debt. (i) Approval by the Agent of any policies of insurance (“Policies”) shall not be deemed a representation by the Agent as to the adequacy of coverage of such Policies or the solvency of the insurer.

Insurance Coverage. For so long The insurance coverage required in Section 13.1 shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by Lessee shall be rated in A.M. Best's Insurance Guide or any successor thereto (or if there be none, an organization having a similar national reputation) and shall have a general policyholder rating of "A" (or comparable rating for a rating by an organization other than A.M. Best) and a financial rating of at least "X" (or comparable rating for a rating by an organization other than A.M. Best) or be otherwise acceptable to the Required Participants. In the case of liability insurance maintained by Lessee, it shall name Lessor (both in its individual capacity and as this Mortgage is in effectLessor), Borrower shall continuously maintain insurance in accordance with the following provisions: (a) Borrower shall obtain Administrative Agent and maintain at all times during the term each of the Loan Participants, as additional insureds and, in the case of property insurance required by Agent pursuant to Exhibit B attached hereto. In addition, Borrower shall cause Agent to be named as a named insured under the insurance policies required by Agent and Agent shall be identified in each policy as follows: Fifth Third Bank, its successors and/or assigns as their respective interests may appear. Borrower shall provide Agent with evidence of all such insurance required hereunder. (b) The policies of insurance to be obtained and maintained by Borrower under the provisions of this Mortgage shall be issued by responsible insurance carriers with a Best’s rating of no less than A/VIILessee, licensed to do business in the State of Indiana, who are acceptable to Agent and shall be in such form and with such endorsements (including a mortgagee clause in favor of Agent), waivers and deductibles (in no event to exceed $10,000) as Agent shall designate or approve. Without limitation on the foregoing: (c) All policies it shall name Borrower as the insuredAdministrative Agent, and (with the exception of policies for workmen’s compensation insurance) shall name Agent as mortgagee and as an additional insured sole loss payee. Each policy referred to in Section 13.1 shall provide that: (under a standard non-contributing mortgagee protection clausei) it will not be canceled, in form reasonably satisfactory materially modified or its limits reduced, or allowed to Agentlapse without renewal, attached to such policy or policies whenever applicable, and providing, among other matters, that all insurance proceeds shall be paid to Agent). (d) All policies shall contain: (1) the agreement of the insurer to give Agent at least except after not less than 30 days’ ' prior written notice prior to cancellation or expiration of or change in such policies, or any of them; (2) a waiver of subrogation rights against Agent and, if available Borrower; (3) an agreement that such policies are primary Lessor and non-contributing with any insurance that may be carried by Administrative Agent; (4ii) a statement that the insurance interests of Lessor, the Administrative Agent and any Participant shall not be invalidated should by any insured act or negligence of or breach of warranty or representation by Lessee or any other Person having an interest in the Leased Property; (iii) such insurance is primary with respect to any other insurance carried by or available to Lessor, the Administrative Agent or any Participant; (iv) the insurer shall waive in writing prior to a loss any or all right of recovery subrogation, setoff, counterclaim, or other deduction, whether by attachment or otherwise, against any party for loss accruing to the property described in the insurance policyLessor; and (5v) if obtainable, a provision that no act or omission of Borrower shall affect or limit the obligation of the insurance carrier to pay the amount of any loss sustained. As of the date hereof, and subject to any changes in such requirements which Agent may, in its discretion, make from time to time pursuant to its rights under this Section 6, each policy of property insurance hereunder shall contain a lender’s loss payable endorsementcross-liability clause providing for coverage of Lessor, lender clausethe Administrative Agent and each Participant, or other non-contributory mortgagee clause as if separate policies had been issued to each of similar form them. Lessee will notify Lessor and substance acceptable to Administrative Agent in favor of Agent as a second mortgagee. (e) Concurrently herewith, Borrower shall deliver to Agent original policies or certificates with premiums prepaid evidencing the insurance required hereunder. Borrower shall procure and pay for renewals of such insurance (or shall cause the procurement and payment) from time to time before the expiration thereof, and Borrower shall deliver to Agent such original renewal policies or certificates with premiums prepaid at least 30 days before the expiration promptly of any existing policypolicy cancellation, reduction in policy limits, modification or amendment. (f) Borrower, for itself, and on behalf of its insurers, hereby releases and waives any right to recover against Agent on any liability for: damages for injury to or death of persons; any loss or damage to property, including the property of any occupant of the Premises; any loss or damage to buildings or other improvements comprising the Premises; any other direct or indirect loss or damage caused by fire or other risks, which loss or damage is or would be covered by the insurance required to be carried hereunder by Borrower, or is otherwise insured; or claims arising by reason of any of the foregoing, except to the extent caused solely by the active negligence of Agent, respectively. (g) Agent shall not, by reason of accepting, rejecting, obtaining or failing to obtain insurance, incur any liability for (a) the existence, non-existence, form, amount or legal sufficiency thereof, (b) the solvency or insolvency of any insurer, or (c) the payment of losses. All insurance required hereunder or carried by Borrower shall be procured at Borrower’s sole cost and expense. Borrower shall deliver to Agent receipts satisfactory to Agent evidencing full prepayment of the premiums therefor, except to the extent Agent makes payments with Borrower’s deposits under Section 26 (for the periods and payments so covered by such payments). In the event of foreclosure on, or other transfer of title in lieu of foreclosure of, the Premises, all of Borrower’s interest in and to any and all insurance policies in force shall pass to Agent, or the transferee or purchaser as the case may be, and Agent is hereby irrevocably authorized to assign in Borrower’s name to such purchaser or transferee all such policies, which may be amended or rewritten to show the interest of such purchaser or transferee. (h) If the Borrower fails to procure, pay the premiums for, or deliver to the Agent any of the Policies or renewals as required herein, the Agent may elect, but shall not be obligated, to obtain such insurance and pay the premiums therefor. The Borrower shall pay to the Agent on demand any premiums so paid with interest thereon at the Default Rate set forth in the Notes, from the time of the advance for such payment by the Agent, and said advance and interest shall be part of the Debt. (i) Approval by the Agent of any policies of insurance (“Policies”) shall not be deemed a representation by the Agent as to the adequacy of coverage of such Policies or the solvency of the insurer.

Insurance Coverage. For so long as this Mortgage is in effect, Borrower shall continuously maintain insurance in accordance with the following provisions: (a) Borrower The Lessee shall obtain furnish the Lessor and maintain at all times during the term of the Loan Lender with certificates showing the insurance required by Agent pursuant to Exhibit B attached hereto. In addition, Borrower shall cause Agent under Sections 17.1 and 17.2 to be named in effect and naming the Lessor and Lender as a named additional insured under with respect to liability coverage (excluding worker's compensation insurance), and naming the insurance policies Lender as loss payee with respect to property coverage and showing the mortgagee endorsement required by Agent and Agent Section 17.3(c) with respect to such coverage. All such insurance shall be identified at the cost and expense of the Lessee. Such certificates shall include a provision for no less than thirty (30) days' advance written notice by the insurer to the Lessor and Lender in each policy as follows: Fifth Third Bank, its successors and/or assigns as their respective interests may appear. Borrower shall provide Agent with evidence the event of all cancellation or reduction of such insurance required hereunderinsurance. (b) The policies of Lessee agrees that the insurance to be obtained and maintained by Borrower under the provisions of this Mortgage shall be issued by responsible insurance carriers with a Best’s rating of no less than A/VII, licensed to do business in the State of Indiana, who are acceptable to Agent and shall be in such form and with such endorsements (including a mortgagee clause in favor of Agent), waivers and deductibles (in no event to exceed $10,000) as Agent shall designate or approve. Without limitation on the foregoing: (c) All policies shall name Borrower as the insured, and (with the exception of policies for workmen’s compensation insurance) shall name Agent as mortgagee and as an additional insured (under a standard non-contributing mortgagee protection clause, in form reasonably satisfactory to Agent, attached to such policy or policies whenever applicable, and providing, among other matters, required by Section 17.2 shall include an appropriate clause pursuant to which such policy shall provide that all insurance proceeds shall be paid to Agent). (d) All policies shall contain: (1) the agreement of the insurer to give Agent at least 30 days’ written notice prior to cancellation or expiration of or change in such policies, or any of them; (2) a waiver of subrogation rights against Agent and, if available Borrower; (3) an agreement that such policies are primary and non-contributing with any insurance that may be carried by Agent; (4) a statement that the insurance shall it will not be invalidated should any insured waive the Lessee waive, in writing writing, prior to a loss loss, any or all right rights of recovery against any party for loss accruing to the property described in losses covered by such policy, and that the insurance policy; in favor of the Lessor and (5) if obtainable, a provision that no Lender and its rights under and interests in said policies shall not be invalidated or reduced by any act or omission of Borrower shall affect or limit the obligation negligence of the Lessee or any other Person having any interest in the Property. The Lessee hereby waives any and all such rights against the Lessor and Lender to the extent of payments made under such policies. (c) All such insurance carrier to pay shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the Lessee which is rated in Best's Insurance Guide or any loss sustained. As successor thereto (or if there be none, an organization having a similar national reputation) shall have a general policyholder rating of the date hereof, and subject to any changes in such requirements which Agent may, in its discretion, make from time to time pursuant to its rights under this Section 6, each policy of property insurance hereunder shall contain a lender’s loss payable endorsement, lender clause, "A:VII" or other non-contributory mortgagee clause of similar form and substance better or be otherwise acceptable to Agent the Lessor. All insurance policies required by Section 17.2 shall include a standard form mortgagee endorsement in favor of Agent the Lender. (d) The Lessor may carry separate liability insurance so long as (i) the Lessee's insurance is designated as primary and in no event excess or contributory to any insurance the Lessor may have in force which would apply to a second mortgageeloss covered under the Lessee's policy and (ii) each such insurance policy will not cause the Lessee's insurance required under this Article XVII to be subject to a coinsurance exception of any kind. (e) Concurrently herewithThe Lessee shall pay as they become due all premiums for the insurance required by Section 17.1 and Section 17.2, Borrower and shall renew or replace each policy prior to the expiration date thereof. Throughout the Term, at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year), the Lessee shall deliver to Agent original policies or the Lessor certificates with premiums prepaid of insurance evidencing the that all insurance required hereunder. Borrower shall procure and pay for renewals of such insurance (or shall cause the procurement and payment) from time to time before the expiration thereof, and Borrower shall deliver to Agent such original renewal policies or certificates with premiums prepaid at least 30 days before the expiration of any existing policy. (f) Borrower, for itself, and on behalf of its insurers, hereby releases and waives any right to recover against Agent on any liability for: damages for injury to or death of persons; any loss or damage to property, including the property of any occupant of the Premises; any loss or damage to buildings or other improvements comprising the Premises; any other direct or indirect loss or damage caused by fire or other risks, which loss or damage this Article XVII is or would be covered being maintained by the insurance required to be carried hereunder by Borrower, or Lessee and is otherwise insured; or claims arising by reason of any of the foregoing, except to the extent caused solely by the active negligence of Agent, respectivelyin effect. (g) Agent shall not, by reason of accepting, rejecting, obtaining or failing to obtain insurance, incur any liability for (a) the existence, non-existence, form, amount or legal sufficiency thereof, (b) the solvency or insolvency of any insurer, or (c) the payment of losses. All insurance required hereunder or carried by Borrower shall be procured at Borrower’s sole cost and expense. Borrower shall deliver to Agent receipts satisfactory to Agent evidencing full prepayment of the premiums therefor, except to the extent Agent makes payments with Borrower’s deposits under Section 26 (for the periods and payments so covered by such payments). In the event of foreclosure on, or other transfer of title in lieu of foreclosure of, the Premises, all of Borrower’s interest in and to any and all insurance policies in force shall pass to Agent, or the transferee or purchaser as the case may be, and Agent is hereby irrevocably authorized to assign in Borrower’s name to such purchaser or transferee all such policies, which may be amended or rewritten to show the interest of such purchaser or transferee. (h) If the Borrower fails to procure, pay the premiums for, or deliver to the Agent any of the Policies or renewals as required herein, the Agent may elect, but shall not be obligated, to obtain such insurance and pay the premiums therefor. The Borrower shall pay to the Agent on demand any premiums so paid with interest thereon at the Default Rate set forth in the Notes, from the time of the advance for such payment by the Agent, and said advance and interest shall be part of the Debt. (i) Approval by the Agent of any policies of insurance (“Policies”) shall not be deemed a representation by the Agent as to the adequacy of coverage of such Policies or the solvency of the insurer.

Insurance Coverage. For so long as this Mortgage is The insurance coverage required in effect, Borrower shall continuously maintain insurance in accordance with the following provisions: (a) Borrower shall obtain and maintain at all times during the term of the Loan the insurance required by Agent pursuant to Exhibit B attached hereto. In addition, Borrower shall cause Agent to be named as a named insured under the insurance policies required by Agent and Agent Section 13.1 shall be identified written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by Lessee shall be rated in each policy as follows: Fifth Third BankA.M. Best’s Insurance Guide or any successor thereto (or if there be none, its successors and/or assigns as their respective interests may appearan organization having a similar national reputation) and shall have a general policyholder rating of “A-” (or comparable rating for a rating by an organization other than A.M. Best) and a financial rating of at least “VIII” (or comparable rating for a rating by an organization other than A.M. Best) or be otherwise reasonably acceptable to the Required Participants. Borrower shall provide Agent with evidence of all such insurance required hereunder. (b) The All policies of insurance to be obtained and maintained by Borrower under the provisions of this Mortgage shall be issued by responsible insurance carriers with a Best’s rating of no less than A/VIIrequired herein, licensed to do business in the State of Indiana, who are acceptable to Agent and shall be in such form and with such endorsements (including a mortgagee clause in favor of Agent), waivers and deductibles (in no event to exceed $10,000) as Agent shall designate or approve. Without limitation on the foregoing: (c) All policies shall name Borrower as the insured, and (with the exception of policies for workmen’s compensation insurance) workers compensation, shall name Lessor, the Administrative Agent and each Participant, as additional insureds and, in the case of property insurance maintained by Lessee, it shall name the Administrative Agent, as mortgagee and as an additional insured sole loss payee with respect to the Leased Property (but subject to the obligations of Administrative Agent under a standard non-contributing mortgagee protection clauseSection 14.1 of this Lease). Each policy referred to in Section 13.1 shall provide that: (i) it will not be canceled or its limits reduced, in form reasonably satisfactory or allowed to Agentlapse without renewal, attached except after not less than thirty (30) days’ prior written notice to such policy or policies whenever applicable, Lessor and providing, among other matters, that all insurance proceeds shall be paid to AgentAdministrative Agent (and after not less than ten (10) days for nonpayment of premium). ; (d) All policies shall contain: (1ii) the agreement interests of Lessor, the insurer to give Administrative Agent at least 30 days’ written notice prior to cancellation or expiration of or change in such policies, or and any of them; (2) a waiver of subrogation rights against Agent and, if available Borrower; (3) an agreement that such policies are primary and non-contributing with any insurance that may be carried by Agent; (4) a statement that the insurance Participant shall not be invalidated should by any insured act or negligence of or breach of warranty or representation by Lessee or any other Person having an interest in the Leased Property; (iii) such insurance is primary with respect to any other insurance carried by or available to Lessor, the Administrative Agent or any Participant; (iv) the insurer shall waive in writing prior to a loss any or all right of recovery subrogation against any party for loss accruing to the property described in the insurance policyParticipants and Administrative Agent; and (5v) if obtainable, a provision that no act or omission of Borrower shall affect or limit the obligation of the insurance carrier to pay the amount of any loss sustained. As of the date hereof, and subject to any changes in such requirements which Agent may, in its discretion, make from time to time pursuant to its rights under this Section 6, each liability policy of property insurance hereunder shall contain a lender’s loss payable endorsementcross-liability/separation of insureds clause providing for coverage of Lessor, lender clausethe Administrative Agent and each Participant, or other non-contributory mortgagee clause as if separate policies had been issued to each of similar form and substance acceptable to Agent in favor of Agent as a second mortgagee. (e) Concurrently herewith, Borrower shall deliver to Agent original policies or certificates them. Lessee will promptly provide Lessor with premiums prepaid evidencing the insurance required hereunder. Borrower shall procure and pay for renewals of such insurance (or shall cause the procurement and payment) from time to time before the expiration thereof, and Borrower shall deliver to Agent such original renewal policies or certificates with premiums prepaid at least 30 days before the expiration prior written notice of any existing policy. (f) Borrower, for itself, and on behalf of its insurers, hereby releases and waives any right to recover against Agent on any liability for: damages for injury to policy modification or death of persons; any loss or damage to property, including the property of any occupant of the Premises; any loss or damage to buildings or other improvements comprising the Premises; any other direct or indirect loss or damage caused by fire or other risks, which loss or damage is or would be covered by the insurance required to be carried hereunder by Borrower, or is otherwise insured; or claims arising by reason of any of the foregoing, except to the extent caused solely by the active negligence of Agent, respectively. (g) Agent shall not, by reason of accepting, rejecting, obtaining or failing to obtain insurance, incur any liability for (a) the existence, non-existence, form, amount or legal sufficiency thereof, (b) the solvency or insolvency of any insurer, or (c) the payment of losses. All insurance required hereunder or carried by Borrower shall be procured at Borrower’s sole cost and expense. Borrower shall deliver to Agent receipts satisfactory to Agent evidencing full prepayment of the premiums therefor, except to the extent Agent makes payments with Borrower’s deposits under Section 26 (for the periods and payments so covered by such payments). In the event of foreclosure on, or other transfer of title in lieu of foreclosure of, the Premises, all of Borrower’s interest in and to any and all insurance policies in force shall pass to Agent, or the transferee or purchaser as the case may be, and Agent is hereby irrevocably authorized to assign in Borrower’s name to such purchaser or transferee all such policies, which may be amended or rewritten to show the interest of such purchaser or transferee. (h) If the Borrower fails to procure, pay the premiums for, or deliver to the Agent any of the Policies or renewals as required herein, the Agent may elect, but shall not be obligated, to obtain such insurance and pay the premiums therefor. The Borrower shall pay to the Agent on demand any premiums so paid with interest thereon at the Default Rate set forth amendment that will result in the Notes, from applicable insurance policy no longer satisfying with the time requirements of the advance for such payment by the Agent, and said advance and interest shall be part of the DebtSection 13.1 hereof. (i) Approval by the Agent of any policies of insurance (“Policies”) shall not be deemed a representation by the Agent as to the adequacy of coverage of such Policies or the solvency of the insurer.

Insurance Coverage. For so long as this Mortgage is The insurance coverage required in effectSection 13.1 shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by Lessee shall be rated in A.M. Best’s Insurance Guide or any successor thereto (or if there be none, Borrower an organization having a similar national reputation) and shall continuously maintain have a general policyholder rating of “A” (or comparable rating for a rating by an organization other than A.M. Best) and a financial rating of at least “X” (or comparable rating for a rating by an organization other than A.M. Best) or be otherwise acceptable to the Participants. In the case of liability insurance in accordance with maintained by Lessee, it shall name the following provisions: (a) Borrower shall obtain Collateral Agent and maintain at all times during the term each of the Loan Participants as additional insureds and, in the case of property insurance required by Agent pursuant to Exhibit B attached hereto. In addition, Borrower shall cause Agent to be named as a named insured under the insurance policies required by Agent and Agent shall be identified in each policy as follows: Fifth Third Bank, its successors and/or assigns as their respective interests may appear. Borrower shall provide Agent with evidence of all such insurance required hereunder. (b) The policies of insurance to be obtained and maintained by Borrower under Lessee covering the provisions of this Mortgage shall be issued by responsible insurance carriers with a Best’s rating of no less than A/VIILeased Property, licensed to do business in the State of Indiana, who are acceptable to Agent and shall be in such form and with such endorsements (including a mortgagee clause in favor of Agent), waivers and deductibles (in no event to exceed $10,000) as Agent shall designate or approve. Without limitation on the foregoing: (c) All policies it shall name Borrower as the insured, and (with the exception of policies for workmen’s compensation insurance) shall name Collateral Agent as mortgagee and as an additional sole loss payee. Each policy referred to in Section 13.1 shall provide that: (i) it will not be canceled or amended with regard to reduction of limits, reduction or elimination of coverages, or increase in the amount of any deductible, retained limit, or self-insured (under a standard non-contributing mortgagee protection clauseretention, in form reasonably satisfactory or allowed to Agentlapse without renewal, attached to such policy or policies whenever applicable, and providing, among other matters, that all insurance proceeds shall be paid to Agent). (d) All policies shall contain: (1) the agreement of the insurer to give Agent at least except after not less than 30 days’ days prior written notice prior (10 days for nonpayment of premium) to cancellation or expiration of or change in such policies, or any of them; (2) a waiver of subrogation rights against Agent and, if available Borrower; (3) an agreement that such policies are primary Lessor and non-contributing with any insurance that may be carried by Collateral Agent; (4ii) a statement that the insurance interests of Lessor, Collateral Agent and any Lender shall not be invalidated should by any insured act or negligence of or breach of warranty or representation by Lessee or any other Person having an interest in the Leased Property; (iii) such insurance is primary with respect to any other insurance carried by or available to Lessor, Collateral Agent or any Lender; (iv) with respect to such other insurance the insurer shall waive in writing prior to a loss any or all right of recovery subrogation, setoff, counterclaim, or other deduction, whether by attachment or otherwise, against any party for loss accruing to the property described in the insurance policyLessor; and (5v) if obtainable, a provision that no act or omission of Borrower shall affect or limit the obligation of the insurance carrier to pay the amount of any loss sustained. As of the date hereof, and subject to any changes in such requirements which Agent may, in its discretion, make from time to time pursuant to its rights under this Section 6, each liability policy of property insurance hereunder shall contain a lender’s loss payable endorsementcross-liability clause providing for coverage of Collateral Agent and each Participant, lender clause, or other non-contributory mortgagee clause as if separate policies had been issued to each of similar form them. Lessee will notify Lessor and substance acceptable to Collateral Agent in favor of Agent as a second mortgagee. (e) Concurrently herewith, Borrower shall deliver to Agent original policies or certificates with premiums prepaid evidencing the insurance required hereunder. Borrower shall procure and pay for renewals of such insurance (or shall cause the procurement and payment) from time to time before the expiration thereof, and Borrower shall deliver to Agent such original renewal policies or certificates with premiums prepaid at least 30 days before the expiration promptly of any existing policy. (f) Borrowerpolicy cancellation, for itselfreduction in policy limits, and on behalf of its insurers, hereby releases and waives any right to recover against Agent on any liability for: damages for injury to modification or death of persons; any loss amendment which has or damage to property, including the property of any occupant of the Premises; any loss or damage to buildings or other improvements comprising the Premises; any other direct or indirect loss or damage caused by fire or other risks, which loss or damage is or would be covered by the insurance required to be carried hereunder by Borrower, or is otherwise insured; or claims arising by reason of any of the foregoing, except to the extent caused solely by the active negligence of Agent, respectively. (g) Agent shall not, by reason of accepting, rejecting, obtaining or failing to obtain insurance, incur any liability for (a) the existence, non-existence, form, amount or legal sufficiency thereof, (b) the solvency or insolvency of any insurer, or (c) the payment of losses. All insurance required hereunder or carried by Borrower shall be procured at Borrower’s sole cost and expense. Borrower shall deliver to Agent receipts satisfactory to Agent evidencing full prepayment of the premiums therefor, except to the extent Agent makes payments with Borrower’s deposits under Section 26 (for the periods and payments so covered by such payments). In the event of foreclosure could have an adverse effect on, or other transfer of title in lieu of foreclosure ofany way impair, the Premises, all of Borrower’s interest any insurance coverage provided for herein or in and to any and all insurance policies in force shall pass to Agent, or the transferee or purchaser as the case may be, and Agent is hereby irrevocably authorized to assign in Borrower’s name to such purchaser or transferee all such policies, which may be amended or rewritten to show the interest of such purchaser or transfereeSection 13.1. (h) If the Borrower fails to procure, pay the premiums for, or deliver to the Agent any of the Policies or renewals as required herein, the Agent may elect, but shall not be obligated, to obtain such insurance and pay the premiums therefor. The Borrower shall pay to the Agent on demand any premiums so paid with interest thereon at the Default Rate set forth in the Notes, from the time of the advance for such payment by the Agent, and said advance and interest shall be part of the Debt. (i) Approval by the Agent of any policies of insurance (“Policies”) shall not be deemed a representation by the Agent as to the adequacy of coverage of such Policies or the solvency of the insurer.

Insurance Coverage. For so long as this Mortgage is in effect, Borrower shall continuously maintain insurance in accordance with the following provisions: (a) Borrower Upon request the Lessee shall obtain and maintain at all times during furnish the term of the Loan Lessor with certificates showing the insurance required under Sections 17.1 and 17.2 to be in effect and naming the Lessor, the Receivable Purchaser, the Conduits and the Liquidity Providers as additional insureds with respect to liability coverage (excluding worker's compensation insurance), and naming the Lessor as loss payee with respect to property coverage and showing the mortgagee endorsement required by Agent pursuant Section 17.3(c) with respect to Exhibit B attached heretosuch coverage. All such insurance shall be at the sole cost and expense of the Lessee and shall be maintained with respect to each Leased Asset from the Acquisition Date thereof through the Expiration Date therefor. Such certificates shall include a provision for no less than ten (10) days' advance written notice by the insurer to the Lessor in the event of cancellation or reduction of such insurance. In addition, Borrower the Lessee shall cause Agent the Lessor, the Receivable Purchaser, the Conduits and the Liquidity Providers to be named as a named insured additional insureds under the insurance liability policies required by Agent and Agent shall be identified in maintained with respect to the Construction for each policy as follows: Fifth Third Bank, its successors and/or assigns as their respective interests may appear. Borrower shall provide Agent with evidence of all such insurance required hereunderProperty. (b) The policies of Lessee agrees that the insurance to be obtained and maintained by Borrower under the provisions of this Mortgage shall be issued by responsible insurance carriers with a Best’s rating of no less than A/VII, licensed to do business in the State of Indiana, who are acceptable to Agent and shall be in such form and with such endorsements (including a mortgagee clause in favor of Agent), waivers and deductibles (in no event to exceed $10,000) as Agent shall designate or approve. Without limitation on the foregoing: (c) All policies shall name Borrower as the insured, and (with the exception of policies for workmen’s compensation insurance) shall name Agent as mortgagee and as an additional insured (under a standard non-contributing mortgagee protection clause, in form reasonably satisfactory to Agent, attached to such policy or policies whenever applicablerequired by Sections 17.1 and 17.2, and providing, among other matters, shall include an appropriate clause pursuant to which such policy shall provide that all insurance proceeds shall be paid to Agent). (d) All policies shall contain: (1) the agreement of the insurer to give Agent at least 30 days’ written notice prior to cancellation or expiration of or change in such policies, or any of them; (2) a waiver of subrogation rights against Agent and, if available Borrower; (3) an agreement that such policies are primary and non-contributing with any insurance that may be carried by Agent; (4) a statement that the insurance shall it will not be invalidated should any insured waive the Lessee waive, in writing writing, prior to a loss loss, any or all right rights of recovery against any party for loss accruing to the property described in losses covered by such policy, and that the insurance policy; in favor of the Lessor and (5) if obtainable, a provision that no the other additional insureds and their rights under and interests in said policies shall not be invalidated or reduced by any act or omission of Borrower shall affect or limit the obligation negligence of the Lessee or any other Person having any interest in any Leased Asset. The Lessee and the Lessor each hereby waives any and all rights against the other for loss or damage to or loss of use of its property to the extent of payments made under its property insurance carrier so long as such waiver shall not affect its rights to pay recover under such insurance. (c) Except as otherwise permitted by clause (d), all such insurance shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the Lessee which is rated in Best's Insurance Guide or any loss sustained. As successor thereto (or if there be none, an organization having a similar national reputation) shall have a general policyholder rating of the date hereof, "A" and subject to any changes in such requirements which Agent may, in its discretion, make from time to time pursuant to its rights under this Section 6, each policy a financial rating of property insurance hereunder shall contain a lender’s loss payable endorsement, lender clause, at least "VIII" or other non-contributory mortgagee clause of similar form and substance be otherwise acceptable to Agent the Lessor. All insurance policies required by Section 17.2 shall include a standard form mortgagee endorsement in favor of Agent the Lessor. (d) The Lessor shall not carry separate insurance concurrent in kind or form or contributing in the event of loss with any insurance required under this Article XVII except that the Lessor may carry separate liability insurance so long as (i) the Lessee's insurance is designated as primary and in no event excess or contributory to any insurance the Lessor may have in force which would apply to a second mortgageeloss covered under the Lessee's policy and (ii) each such insurance policy will not cause the Lessee's insurance required under this Article XVII to be subject to a coinsurance exception of any kind. Each policy maintained by the Lessee shall specifically provide that the policy shall be considered primary insurance which shall apply to any loss or claim before any contribution by any insurance which the Lessor may have in force. (e) Concurrently herewithThe Lessee shall pay as they become due all premiums for the insurance required by Section 17.1 and Section 17.2, Borrower and shall renew or replace each policy prior to the expiration date thereof. Throughout the Base Term for any Leased Asset, at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year), the Lessee shall deliver to Agent original policies or the Lessor certificates with premiums prepaid of insurance evidencing the that all insurance required hereunder. Borrower shall procure by this Article XVII with respect to such Leased Asset is being maintained by the Lessee and pay for renewals of such insurance (or shall cause the procurement and payment) from time to time before the expiration thereof, and Borrower shall deliver to Agent such original renewal policies or certificates with premiums prepaid at least 30 days before the expiration of any existing policyis in effect. (f) Borrower, for itself, and on behalf All insurance proceeds in respect of its insurers, hereby releases and waives any right to recover against Agent on any liability for: damages for injury to or death of persons; any property damage loss or damage occurrence for which the proceeds related thereto are (i) less than or equal to propertythe Threshold Amount, including in the property of any occupant absence of the Premises; any loss occurrence and continuance of a Default or damage Event of Default, shall be adjusted by and paid to buildings the Lessee for application toward the reconstruction, repair or other improvements comprising refurbishment of the Premises; any other direct or indirect loss or damage caused by fire or other risksapplicable Leased Asset and (ii) greater than the Threshold Amount, which loss or damage is or would shall be covered adjusted jointly by the insurance required to Lessee and the Lessor (unless a Default or Event of Default has occurred and is continuing, in which case such proceeds shall be carried hereunder by Borrower, or is otherwise insured; or claims arising by reason of any of the foregoing, except to the extent caused adjusted solely by the active negligence of Agent, respectively. (gLessor) Agent shall not, by reason of accepting, rejecting, obtaining or failing to obtain insurance, incur any liability for (a) the existence, non-existence, form, amount or legal sufficiency thereof, (b) the solvency or insolvency of any insurer, or (c) the payment of losses. All insurance required hereunder or carried by Borrower shall be procured at Borrower’s sole cost and expense. Borrower shall deliver to Agent receipts satisfactory to Agent evidencing full prepayment of the premiums therefor, except to the extent Agent makes payments with Borrower’s deposits under Section 26 (for the periods and payments so covered by such payments). In the event of foreclosure on, or other transfer of title in lieu of foreclosure of, the Premises, all of Borrower’s interest in and to any and all insurance policies in force shall pass to Agent, or the transferee or purchaser as the case may be, and Agent is hereby irrevocably authorized to assign in Borrower’s name to such purchaser or transferee all such policies, which may be amended or rewritten to show the interest of such purchaser or transferee. (h) If the Borrower fails to procure, pay the premiums for, or deliver to the Agent any of the Policies or renewals as required herein, the Agent may elect, but shall not be obligated, to obtain such insurance and pay the premiums therefor. The Borrower shall pay to the Agent on demand any premiums so paid with interest thereon at the Default Rate set forth in the Notes, from the time of the advance for such payment held by the Agent, and said advance and interest shall be part of the DebtLessor for application in accordance with Article XVIII hereof. (i) Approval by the Agent of any policies of insurance (“Policies”) shall not be deemed a representation by the Agent as to the adequacy of coverage of such Policies or the solvency of the insurer.

Insurance Coverage. For so long as this Mortgage is in effect, Borrower shall continuously maintain insurance in accordance with the following provisions: (a) Borrower shall obtain and maintain at all times during The Buyer is aware that the term of the Loan the insurance required Business is covered by Agent pursuant to Exhibit B attached hereto. In addition, Borrower shall cause Agent to be named as a named insured under the group insurance policies required taken out by Agent the Company and Agent shall its Subsidiaries (each, a “Group Policy”) and that the Business will not be identified in each policy as follows: Fifth Third Bank, its successors and/or assigns as their respective interests may appear. Borrower shall provide Agent with evidence of all covered by such insurance required hereunderpolicies after the Closing (or the Canadian Closing Date, as applicable) except as expressly set forth in this Section 7.10. The Buyer shall undertake measures so that the current insurance policies are replaced by other insurance policies for the Business as per the Closing Date at the latest if and to the extent such insurance policies cover the Business. The Company, the Buyer and the Buyer’s insurance broker shall reasonably cooperate to identify such insurance policies and to facilitate a smooth replacement thereof on the Closing Date. (b) The For a period of six (6) years immediately following the Closing, to the extent that any occurrence-based liability insurance policies or Specified Claims-Based Insurance Policies of the Company that are not Sellers’ Benefit Plans (the “Company Insurance Policies”) covers any losses from Assumed Liabilities (other than Undisclosed Pre-Closing Liabilities, Specified Business Liabilities or any other Liabilities for which the Company is liable under this Agreement, including pursuant to Article XI) to the extent arising out of any matter or occurrence prior to the Closing Date (the “Buyer Claims”), the Company shall cooperate with the Buyer in submitting the Buyer Claims on behalf of and for the benefit of the Buyer under any Company Insurance Policy; provided that the Buyer shall also make claims under all applicable insurance policies or self-insurance programs of the Buyer or any of its Affiliates (including, following the Closing, the Sold Companies and Sold Subsidiaries). For the avoidance of doubt, the Company and its Subsidiaries shall retain all rights to be obtained control their respective insurance policies and maintained by Borrower under programs, including the provisions right to exhaust, settle, release, commute, buy-back or otherwise resolve disputes with respect to any of this Mortgage shall be issued by responsible their insurance carriers with a Best’s rating policies and programs, notwithstanding whether any such policies or programs apply to any Liabilities of no less than A/VII, licensed to do business in the State of Indiana, who are acceptable to Agent and shall be in such form and with such endorsements Buyer or its Affiliates (including a mortgagee clause the Sold Companies and Sold Subsidiaries). Notwithstanding anything to the contrary contained in favor this Agreement, neither the Buyer nor any of Agent), waivers its Affiliates (including the Sold Companies and deductibles Sold Subsidiaries) shall make any claims under any other Group Policies (in no event to exceed $10,000including any claims-made insurance policies) as Agent shall designate or approve. Without limitation on any self-insured programs of the foregoing:Company and its Subsidiaries other than the Company Insurance Policies. (c) All policies If there is a recovery under such Company Insurance Policies with respect to a Buyer Claim, the Company shall name Borrower as be reimbursed out of such recovery for any out-of-pocket fees, costs and expenses incurred by the insured, and (with the exception Company or any of policies for workmen’s compensation insurance) shall name Agent as mortgagee and as an additional insured (under a standard non-contributing mortgagee protection clause, its Subsidiaries in form reasonably satisfactory to Agent, attached relation to such policy or policies whenever applicable, and providing, among other matters, Buyer Claim that all insurance proceeds shall be paid have not previously been reimbursed to Agent)the Company by the Buyer. (d) All policies Any Party receiving a notice with respect to any Buyer Claim shall contain: (1) promptly notify all other parties hereto. To the agreement of the insurer to give Agent at least 30 days’ written notice prior to cancellation or expiration of or change in such policies, or any of them; (2) a waiver of subrogation rights against Agent and, if available Borrower; (3) an agreement that such policies are primary and non-contributing with any insurance that may be carried by Agent; (4) a statement extent that the insurance Company and the Buyer have competing claims that will exhaust the limits of a Company Insurance Policy, recovery under such claims shall not be invalidated should any insured waive allocated in writing prior proportion to a loss any or all right of recovery against any party for loss accruing to their respective bona fide claims thereunder following the property described in the insurance policy; and (5) if obtainable, a provision that no act or omission of Borrower shall affect or limit the obligation of the insurance carrier to pay the amount of any loss sustained. As of the date hereof, and subject to any changes in such requirements which Agent may, in its discretion, make from time to time pursuant to its rights under this Section 6, each policy of property insurance hereunder shall contain a lender’s loss payable endorsement, lender clause, or other non-contributory mortgagee clause of similar form and substance acceptable to Agent in favor of Agent as a second mortgageeClosing. (e) Concurrently herewithThe Buyer will reimburse the Company and its Subsidiaries for the full amount of all out-of-pocket fees, Borrower shall deliver to Agent original policies or certificates with premiums prepaid evidencing the insurance required hereunder. Borrower shall procure costs and pay for renewals expenses incurred by any such Person as a result of such insurance (or shall cause the procurement and payment) from time to time before the expiration thereof, and Borrower shall deliver to Agent such original renewal policies or certificates with premiums prepaid at least 30 days before the expiration claims. The amount of any existing policy“deductibles” and/or net retentions applicable to the Buyer Claims under Company Insurance Policies shall be allocated between the Company and the Buyer in proportion to their respective bona fide claims thereunder following the Closing; provided that any “deductibles” and/or net retentions applicable solely to Buyer Claims shall be incurred by the Buyer (but, for the avoidance of doubt, this Section 7.10(e) shall not prejudice the Buyer’s rights under Article XI hereof). (f) BorrowerFor purposes of this Section 7.10, for itself, and on behalf of its insurers, hereby releases and waives any right to recover against Agent on any liability for: damages for injury to or death of persons; any loss or damage to property, including “Specified Claims-Based Insurance Policies” shall mean the property of any occupant claims-based insurance policies of the Premises; any loss or damage to buildings or other improvements comprising the Premises; any other direct or indirect loss or damage caused by fire or other risks, which loss or damage is or would be covered by the insurance required to be carried hereunder by Borrower, or is otherwise insured; or claims arising by reason of any of the foregoing, except Company to the extent caused solely by such policies insure the active negligence of Agent, respectively. (g) Agent shall not, by reason of accepting, rejecting, obtaining or failing to obtain insurance, incur any liability Business for (a) the existence, non-existence, form, amount or legal sufficiency thereof, (b) the solvency or insolvency Assumed Liabilities arising out of any insurer, matter or (c) the payment of losses. All insurance required hereunder or carried by Borrower shall be procured at Borrower’s sole cost and expense. Borrower shall deliver to Agent receipts satisfactory to Agent evidencing full prepayment of the premiums therefor, except occurrence prior to the extent Agent makes payments with Borrower’s deposits under Section 26 (for the periods and payments so covered by such payments). In the event of foreclosure on, or other transfer of title in lieu of foreclosure of, the Premises, all of Borrower’s interest in and to any and all insurance policies in force shall pass to Agent, or the transferee or purchaser as the case may be, and Agent is hereby irrevocably authorized to assign in Borrower’s name to such purchaser or transferee all such policies, which may be amended or rewritten to show the interest of such purchaser or transfereeClosing Date. (h) If the Borrower fails to procure, pay the premiums for, or deliver to the Agent any of the Policies or renewals as required herein, the Agent may elect, but shall not be obligated, to obtain such insurance and pay the premiums therefor. The Borrower shall pay to the Agent on demand any premiums so paid with interest thereon at the Default Rate set forth in the Notes, from the time of the advance for such payment by the Agent, and said advance and interest shall be part of the Debt. (i) Approval by the Agent of any policies of insurance (“Policies”) shall not be deemed a representation by the Agent as to the adequacy of coverage of such Policies or the solvency of the insurer.

Insurance Coverage. For so long as this Mortgage is in effect, Borrower shall continuously maintain insurance in accordance with the following provisions: (a) Borrower The Lessee shall obtain furnish the Lessor with certificates showing the insurance procured under Sections 16.1 , 16.2, 16.3 and maintain 16.4 to be in effect and ------------- ---- ---- ---- naming the Lessor as additional insured with respect to liability coverage (excluding worker's compensation insurance) and naming the Lessor as loss payee with respect to property coverage. All such insurance shall be at all times during the term cost and expense of the Loan Lessee. Such certificates shall include a provision for no less than thirty days' advance written notice by the insurance required by Agent pursuant insurer to Exhibit B attached hereto. In addition, Borrower shall cause Agent to be named as a named insured under the insurance policies required by Agent and Agent shall be identified Lessor in each policy as follows: Fifth Third Bank, its successors and/or assigns as their respective interests may appear. Borrower shall provide Agent with evidence the event of all cancellation or reduction of such insurance required hereunderinsurance. (b) The policies of Lessee agrees that the insurance to be obtained and maintained by Borrower under the provisions of this Mortgage shall be issued by responsible insurance carriers with a Best’s rating of no less than A/VII, licensed to do business in the State of Indiana, who are acceptable to Agent and shall be in such form and with such endorsements (including a mortgagee clause in favor of Agent), waivers and deductibles (in no event to exceed $10,000) as Agent shall designate or approve. Without limitation on the foregoing: (c) All policies shall name Borrower as the insured, and (with the exception of policies for workmen’s compensation insurance) shall name Agent as mortgagee and as an additional insured (under a standard non-contributing mortgagee protection clause, in form reasonably satisfactory to Agent, attached to such policy or policies whenever applicableobtained under Section 16.2, and providing, among other matters, shall include an appropriate clause pursuant to which such policy shall provide that all insurance proceeds shall be paid to Agent). (d) All policies shall contain: (1) the agreement of the insurer to give Agent at least 30 days’ written notice prior to cancellation or expiration of or change in such policies, or any of them; (2) a waiver of subrogation rights against Agent and, if available Borrower; (3) an agreement that such policies are primary and non-contributing with any insurance that may be carried by Agent; (4) a statement that the insurance shall it will not be invalidated should any insured waive the Lessee waive, in writing writing, prior to a loss loss, any or all right rights of recovery against any party for loss accruing to the property described in losses covered by such policy, and that the insurance policy; in favor of the Lessor and (5) if obtainable, a provision that no its rights under and interests in said policies shall not be invalidated or reduced by any act or omission of Borrower shall affect or limit the obligation negligence of the Lessee or any other Person having any interest in the Property. The Lessee hereby waives any and all such rights against the Lessor to the extent of payments made under such policies. (c) If the policies of insurance carrier required by this Article XVI provide for the payment of premiums on other than an annual basis, then (x) such premiums shall be paid no less frequently than quarterly, and (ii) the Lessee shall maintain with the Lessor as of the Commencement Date and at all times thereafter an amount sufficient to pay the next quarterly installment of premiums, which amount of any loss sustained. As of shall be maintained in an escrow account by the date hereof, and subject to any changes in such requirements which Agent may, in its discretion, make from time to time pursuant to its rights under this Section 6, each policy of property insurance hereunder shall contain a lender’s loss payable endorsement, lender clause, or other non-contributory mortgagee clause of similar form and substance acceptable to Agent in favor of Agent as a second mortgageeLessor. (ed) Concurrently herewithSubject to the terms of the Loan Documents and the Subleases, Borrower shall deliver all proceeds of insurance maintained pursuant to Agent original policies or certificates with premiums prepaid evidencing the insurance required hereunder. Borrower shall procure and pay for renewals of such insurance (or shall cause the procurement and payment) from time to time before the expiration thereof, and Borrower shall deliver to Agent such original renewal policies or certificates with premiums prepaid at least 30 days before the expiration Section 16.2 on account of any existing policy. (f) Borrower, for itself, and on behalf of its insurers, hereby releases and waives any right to recover against Agent on any liability for: damages for injury ------------ damage to or death destruction of personsany Property or any part thereof shall be paid over to the Lessor or as it may direct; any loss provided that if no Event of Default, or -------- Event of Loss shall have occurred and be continuing and, so long as the Lessee is diligently repairing the damage to propertythe Property caused by the applicable Casualty, including all such proceeds will be disbursed to the property of any occupant Lessee on a progress- payment basis and otherwise on standard commercial terms to effect the repair of the Premises; any loss or damage to buildings or other improvements comprising the Premises; any other direct or indirect loss or damage caused by fire or other risks, which loss or damage is or would be covered by the insurance required to be carried hereunder by Borrower, or is otherwise insured; or claims arising by reason of any of the foregoing, except to the extent caused solely by the active negligence of Agent, respectively. (g) Agent shall not, by reason of accepting, rejecting, obtaining or failing to obtain insurance, incur any liability for (a) the existence, non-existence, form, amount or legal sufficiency thereof, (b) the solvency or insolvency of any insurer, or (c) the payment of losses. All insurance required hereunder or carried by Borrower shall be procured at Borrower’s sole cost and expense. Borrower shall deliver to Agent receipts satisfactory to Agent evidencing full prepayment of the premiums therefor, except to the extent Agent makes payments with Borrower’s deposits under Section 26 (for the periods and payments so covered by such payments). In the event of foreclosure on, or other transfer of title in lieu of foreclosure of, the Premises, all of Borrower’s interest in and to any and all insurance policies in force shall pass to Agent, Improvements or the transferee or purchaser as the case may be, and Agent is hereby irrevocably authorized to assign in Borrower’s name to such purchaser or transferee all such policies, which may be amended or rewritten to show the interest of such purchaser or transfereeEquipment. (h) If the Borrower fails to procure, pay the premiums for, or deliver to the Agent any of the Policies or renewals as required herein, the Agent may elect, but shall not be obligated, to obtain such insurance and pay the premiums therefor. The Borrower shall pay to the Agent on demand any premiums so paid with interest thereon at the Default Rate set forth in the Notes, from the time of the advance for such payment by the Agent, and said advance and interest shall be part of the Debt. (i) Approval by the Agent of any policies of insurance (“Policies”) shall not be deemed a representation by the Agent as to the adequacy of coverage of such Policies or the solvency of the insurer.

Insurance Coverage. For so long as this Mortgage is in effect, Borrower shall continuously maintain insurance in accordance with the following provisions: (a) Borrower The Lessee shall obtain furnish the Lessor and maintain at all times during the term of the Loan Agent with certificates showing the insurance required by Agent pursuant to Exhibit B attached hereto. In addition, Borrower shall cause Agent under SECTIONS 13.1 and 13.2 to be named in effect and naming the Lessor as a named additional insured under with respect to liability coverage (excluding worker's compensation insurance), naming the insurance policies Lessor and the Lessee as their interests may appear with respect to property coverage and naming the Lessor as loss payee with respect to property coverage and showing the mortgagee endorsement required by Agent and Agent SECTION 13.3(c) with respect to such coverage. All such insurance shall be identified at the cost and expense of the Lessee. Such certificates shall include a provision for no less than thirty (30) days' advance written notice by the insurer to the Lessor in each policy as follows: Fifth Third Bank, its successors and/or assigns as their respective interests may appear. Borrower shall provide Agent with evidence the event of all cancellation or reduction of such insurance required hereunderinsurance. (b) The policies of Lessee agrees that the insurance to be obtained and maintained by Borrower under the provisions of this Mortgage shall be issued by responsible insurance carriers with a Best’s rating of no less than A/VII, licensed to do business in the State of Indiana, who are acceptable to Agent and shall be in such form and with such endorsements (including a mortgagee clause in favor of Agent), waivers and deductibles (in no event to exceed $10,000) as Agent shall designate or approve. Without limitation on the foregoing: (c) All policies shall name Borrower as the insured, and (with the exception of policies for workmen’s compensation insurance) shall name Agent as mortgagee and as an additional insured (under a standard non-contributing mortgagee protection clause, in form reasonably satisfactory to Agent, attached to such policy or policies whenever applicable, and providing, among other matters, required by SECTIONS 13.2 shall include an appropriate clause pursuant to which such policy shall provide that all insurance proceeds shall be paid to Agent). (d) All policies shall contain: (1) the agreement of the insurer to give Agent at least 30 days’ written notice prior to cancellation or expiration of or change in such policies, or any of them; (2) a waiver of subrogation rights against Agent and, if available Borrower; (3) an agreement that such policies are primary and non-contributing with any insurance that may be carried by Agent; (4) a statement that the insurance shall it will not be invalidated should any insured waive the Lessee waive, in writing writing, prior to a loss loss, any or all right rights of recovery against any party for loss accruing to the property described in losses covered by such policy, and that the insurance policy; in favor of the Lessor and (5) if obtainable, a provision that no its rights under and interests in said policies shall not be invalidated or reduced by any act or omission (including breach of Borrower shall affect warranty) or limit the obligation negligence of the Lessee or any other Person having any interest in any Property other than the Lessor. The Lessee hereby waives any and all such rights against the Lessor to the extent of payments made under such policies. (c) All such insurance carrier to pay shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the Lessee which is rated in Best's Insurance Guide or any loss sustained. As successor thereto (or if there be none, an organization having a similar national reputation) shall have a general policyholder rating of the date hereof, "A" and subject to any changes in such requirements which Agent may, in its discretion, make from time to time pursuant to its rights under this Section 6, each policy a financial rating of property insurance hereunder shall contain a lender’s loss payable endorsement, lender clause, at least "VIII" or other non-contributory mortgagee clause of similar form and substance be otherwise acceptable to Agent the Lessor. All insurance policies required by SECTION 13.2 shall include a standard form mortgagee endorsement in favor of Agent the Lessor. (d) The Lessor shall not carry separate insurance concurrent in kind or form or contributing in the event of loss with any insurance required under this Article XIII except that the Lessor may, at the Lessor's expense, carry separate liability insurance so long as (i) the Lessee's insurance is designated as primary and in no event excess or contributory to any insurance the Lessor may have in force which would apply to a second mortgageeloss covered under the Lessee's policy and (ii) each such insurance policy will not cause the Lessee's insurance required under this Article XIII to be subject to a coinsurance exception of any kind. (e) Concurrently herewithThe Lessee shall pay as they become due all premiums for the insurance required by SECTION 13.1 and SECTION 13.2, Borrower and shall renew or replace each policy prior to the expiration date thereof. Throughout the Lease Term, at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year), the Lessee shall deliver to the Lessor and the Agent original policies or certificates with premiums prepaid of insurance evidencing the that all insurance required hereunder. Borrower shall procure and pay for renewals of such insurance (or shall cause the procurement and payment) from time to time before the expiration thereof, and Borrower shall deliver to Agent such original renewal policies or certificates with premiums prepaid at least 30 days before the expiration of any existing policy. (f) Borrower, for itself, and on behalf of its insurers, hereby releases and waives any right to recover against Agent on any liability for: damages for injury to or death of persons; any loss or damage to property, including the property of any occupant of the Premises; any loss or damage to buildings or other improvements comprising the Premises; any other direct or indirect loss or damage caused by fire or other risks, which loss or damage this ARTICLE XIII is or would be covered being maintained by the insurance required to be carried hereunder by Borrower, or Lessee and is otherwise insured; or claims arising by reason of any of the foregoing, except to the extent caused solely by the active negligence of Agent, respectivelyin effect. (g) Agent shall not, by reason of accepting, rejecting, obtaining or failing to obtain insurance, incur any liability for (a) the existence, non-existence, form, amount or legal sufficiency thereof, (b) the solvency or insolvency of any insurer, or (c) the payment of losses. All insurance required hereunder or carried by Borrower shall be procured at Borrower’s sole cost and expense. Borrower shall deliver to Agent receipts satisfactory to Agent evidencing full prepayment of the premiums therefor, except to the extent Agent makes payments with Borrower’s deposits under Section 26 (for the periods and payments so covered by such payments). In the event of foreclosure on, or other transfer of title in lieu of foreclosure of, the Premises, all of Borrower’s interest in and to any and all insurance policies in force shall pass to Agent, or the transferee or purchaser as the case may be, and Agent is hereby irrevocably authorized to assign in Borrower’s name to such purchaser or transferee all such policies, which may be amended or rewritten to show the interest of such purchaser or transferee. (h) If the Borrower fails to procure, pay the premiums for, or deliver to the Agent any of the Policies or renewals as required herein, the Agent may elect, but shall not be obligated, to obtain such insurance and pay the premiums therefor. The Borrower shall pay to the Agent on demand any premiums so paid with interest thereon at the Default Rate set forth in the Notes, from the time of the advance for such payment by the Agent, and said advance and interest shall be part of the Debt. (i) Approval by the Agent of any policies of insurance (“Policies”) shall not be deemed a representation by the Agent as to the adequacy of coverage of such Policies or the solvency of the insurer.

Insurance Coverage. For so long as this Mortgage is in effectDuring the Lease Term for the Property the Lessee shall cause the insurance required to be maintained by the Lessee under Section 13.1(a) or 13.1(c), Borrower shall continuously maintain insurance in accordance to comply with the following provisions:provisions of this Section 13.2. All insurance required under Section 13.1 shall be at the sole cost and expense of the Lessee. (a) Borrower On the Acquisition Date the Lessee shall obtain furnish the Lessor and maintain at all times during the term of the Loan Indenture Trustee with certificates showing the insurance required by Agent pursuant to Exhibit B attached hereto. In addition, Borrower shall cause Agent under Section 13.1 to be named as in effect. Such certificates shall include a named insured under provision for no less than thirty (30) days' advance written notice by the insurance policies required by Agent insurer to the Lessor and Agent shall be identified the Indenture Trustee in each policy as follows: Fifth Third Bank, its successors and/or assigns as their respective interests may appear. Borrower shall provide Agent with evidence the event of all cancellation or reduction of such insurance required hereunderinsurance. (b) The Lessee agrees that the insurance policy or policies of insurance to be obtained and maintained required by Borrower under the provisions of this Mortgage shall be issued by responsible insurance carriers with a Best’s rating of no less than A/VII, licensed to do business in the State of Indiana, who are acceptable to Agent and shall be in such form and with such endorsements Section 13.1(a) (including any maintained in connection with the construction of any Modifications) shall (i) name the Indenture Trustee, the Lessor and each Purchaser as "additional insureds", and (ii) include an appropriate clause pursuant to which such policy shall provide that it will not be invalidated should the Lessee waive, in writing, prior to a mortgagee clause loss, any or all rights of recovery against any party for losses covered by such policy, and that the insurance in favor of Agent)the Lessor, waivers the Indenture Trustee and deductibles the Purchasers and their respective rights under and interests in such policies shall not be invalidated or reduced by any act or omission (including breach of warranty) or negligence of the Lessee or any other Person having any interest in no event the Property. The Lessee hereby waives any and all such rights against the Lessor, the Indenture Trustee and the Purchasers to exceed $10,000the extent of payments made under such policies. All insurance policies required by Section 13.1(c) shall name the Indenture Trustee as Agent shall designate or approve. Without limitation on the foregoing:loss payee pursuant to a standard mortgagee loss payee endorsement. (c) All policies shall name Borrower as the insured, and (with the exception of policies for workmen’s compensation insurance) shall name Agent as mortgagee and as an additional insured (under a standard non-contributing mortgagee protection clause, in form reasonably satisfactory to Agent, attached to such policy or policies whenever applicable, and providing, among other matters, that all insurance proceeds shall be paid written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies and which shall have a rating of not less than "A-: X" by A.M. Best or shall be otherwise reasonably acceptable to Agentthe Indenture Trustee (acting at the direction of the Required Participants). (d) All The Lessee shall pay at its sole cost and expense as they become due all premiums for the insurance required by this Article XIII, and shall renew or replace each policy prior to the expiration date thereof. During the Lease Term the Lessee shall, at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year), deliver to the Lessor and the Indenture Trustee certificates of insurance evidencing that all insurance required by this Article XIII is being maintained by the Lessee and is in effect. Such certificates shall contain: include a provision for no less than thirty (130) the agreement of days' advance written notice by the insurer to give Agent at least 30 days’ written notice prior to cancellation or expiration of or change the Indenture Trustee and the Lessor in such policies, or any of them; (2) a waiver of subrogation rights against Agent and, if available Borrower; (3) an agreement that such policies are primary and non-contributing with any insurance that may be carried by Agent; (4) a statement that the insurance shall not be invalidated should any insured waive in writing prior to a loss any or all right of recovery against any party for loss accruing to the property described in the insurance policy; and (5) if obtainable, a provision that no act or omission of Borrower shall affect or limit the obligation of the insurance carrier to pay the amount of any loss sustained. As of the date hereof, and subject to any changes in such requirements which Agent may, in its discretion, make from time to time pursuant to its rights under this Section 6, each policy of property insurance hereunder shall contain a lender’s loss payable endorsement, lender clause, or other non-contributory mortgagee clause of similar form and substance acceptable to Agent in favor of Agent as a second mortgagee. (e) Concurrently herewith, Borrower shall deliver to Agent original policies or certificates with premiums prepaid evidencing the insurance required hereunder. Borrower shall procure and pay for renewals of such insurance (or shall cause the procurement and payment) from time to time before the expiration thereof, and Borrower shall deliver to Agent such original renewal policies or certificates with premiums prepaid at least 30 days before the expiration of any existing policy. (f) Borrower, for itself, and on behalf of its insurers, hereby releases and waives any right to recover against Agent on any liability for: damages for injury to or death of persons; any loss or damage to property, including the property of any occupant of the Premises; any loss or damage to buildings or other improvements comprising the Premises; any other direct or indirect loss or damage caused by fire or other risks, which loss or damage is or would be covered by the insurance required to be carried hereunder by Borrower, or is otherwise insured; or claims arising by reason of any of the foregoing, except to the extent caused solely by the active negligence of Agent, respectively. (g) Agent shall not, by reason of accepting, rejecting, obtaining or failing to obtain insurance, incur any liability for (a) the existence, non-existence, form, amount or legal sufficiency thereof, (b) the solvency or insolvency of any insurer, or (c) the payment of losses. All insurance required hereunder or carried by Borrower shall be procured at Borrower’s sole cost and expense. Borrower shall deliver to Agent receipts satisfactory to Agent evidencing full prepayment of the premiums therefor, except to the extent Agent makes payments with Borrower’s deposits under Section 26 (for the periods and payments so covered by such payments). In the event of foreclosure on, cancellation or other transfer of title in lieu of foreclosure of, the Premises, all of Borrower’s interest in and to any and all insurance policies in force shall pass to Agent, or the transferee or purchaser as the case may be, and Agent is hereby irrevocably authorized to assign in Borrower’s name to such purchaser or transferee all such policies, which may be amended or rewritten to show the interest material reduction of such purchaser or transferee. (h) If the Borrower fails to procure, pay the premiums for, or deliver to the Agent any of the Policies or renewals as required herein, the Agent may elect, but shall not be obligated, to obtain such insurance and pay the premiums thereforinsurance. The Borrower shall pay to the Agent on demand any premiums so paid with interest thereon at the Default Rate set forth in the Notes, from the time of the advance for such payment by the Agent, and said advance and interest shall be part of the Debt. (i) Approval by the Agent of any policies of insurance (“Policies”) shall not be deemed a representation by the Agent as to the adequacy of coverage of such Policies or the solvency of the insurer.ARTICLE XIV

Insurance Coverage. For so long NOTE: The following insurance requirements are intended to provide insurance coverage under this Agreement and each of the other service agreements being entered into between the parties hereto and their Affiliates as of the date hereof. Accordingly, to the extent any such other agreements (or other Exhibits to this Mortgage Agreement) require insurance coverage thereunder that is in effectduplicative of the insurance coverage provided for below, Borrower shall continuously maintain such insurance in accordance with the following provisions: (a) Borrower shall obtain coverage need not be duplicated under such other agreements. Property Insurance. Including Extra Expense and maintain Business Interruption: Company at all times during and at its own cost and expense shall insure WEA’s property as defined and required in this Agreement under so-called “all risk” policies of insurance, including but not limited to coverage for extended perils, earthquake, windstorm, flood, and collapse; open cargo, war risk cargo and terrorism. Company shall purchase an insurance policy that indemnifies WEA for non-physical damage to source material, if available on a commercially reasonable basis and is warranted by the term risk profile of the Loan Company. WEA’s property shall consist of and not be limited to source material, finished goods and inventory, returned stock, master recordings, digital files, DVDs, CDs and all printing and packaging material. Either dedicated policies or portfolio (blanket) coverage forms may provide the “all risk” property insurance, providing that the per occurrence limit of insurance required by Agent pursuant available with respect to Exhibit B attached hereto. In additionthe WEA property at any Company location for property damage, Borrower business interruption, and extra expense shall cause Agent to not be named as a named insured under the insurance policies required by Agent less than ** per occurrence; and Agent Terrorism for WEA Manufacturing Alsdorf shall be identified in each no less than ** per occurrence. Further, the limits of insurance applicable to the extended perils and the perils of earthquake, flood and terrorism shall be an annual aggregate. The deductible on said policies shall be the sole responsibility of Company and be of no greater amount than is commercially reasonable for a company of its financial standing. These policies shall be primary to any policy as follows: Fifth Third Bankmaintained by or on behalf of WEA. WEA may, its successors and/or assigns as their respective interests may appear. Borrower shall provide Agent with evidence at any time, review the amount of all such insurance required hereunder. (b) , and may, from time to time, but in no event more than annually, require a lower or higher amount depending on the best available estimate of the aggregate exposure to loss arising from damage to WEA’s property under this Agreement. The open cargo and war risk cargo insurance policies shall provide per shipment limits of insurance to be obtained and maintained by Borrower under the provisions of this Mortgage shall be issued by responsible insurance carriers with a Best’s rating indemnity of no less than A/VII** and contain a warehouse coverage endorsement. In the event that the ** limit of insurance is not adequate to fully insure any given shipment under this Agreement, licensed Company shall purchase additional insurance to do business in cover the State full replacement cost of Indiana, who are acceptable to Agent and the shipment. The deductible on these policies shall be in such form no greater than what is commercially reasonable for an enterprise with Company’s financial standing. The deductible shall be the responsibility of Company and with such endorsements (including a mortgagee clause in favor of Agent), waivers and deductibles (in no event this coverage shall be primary to exceed $10,000) as Agent shall designate or approveany coverage maintained by WEA. Without limitation on the foregoing: (c) All policies shall name Borrower as the insuredprovide for a reimbursement value with respect to WEA’s property at replacement cost for new property of like kind and quality, with no deduction for depreciation, and (with the exception of policies for workmen’s compensation insurance) shall name Agent as mortgagee and as an additional insured (under a standard non-contributing mortgagee protection clauseinclude WEA, in form reasonably satisfactory to Agentits partners, attached to such policy or policies whenever applicableofficers, employees, and providingAffiliates as loss payees under the policies as their interest may appear, among other matters, that all insurance proceeds and shall be paid to Agent). (d) All policies shall contain: (1) the agreement of the insurer to give Agent at least 30 days’ written notice prior to cancellation or expiration of or change in such policies, or any of them; (2) a waiver of subrogation rights against Agent and, if available Borrower; (3) an agreement that such policies are primary and non-contributing with any insurance that may be carried by Agent; (4) a statement that the insurance shall not be invalidated should any insured waive in writing prior to a loss any or all right of recovery against any party for loss accruing to the property described in the insurance policy; and (5) if obtainable, a provision provide that no act or omission on the part of Borrower Company as the title insured shall affect or limit prejudice a direct claim by the obligation additional insured. All property policies shall include a waiver of subrogation in favor of WEA. Further, Company agrees to secure terms with its insurer that in the insurance carrier event that Company fails to pay premium resulting in a cancellation of coverage that WEA will be given the amount opportunity to maintain coverage for its insured property under the policy; and Company will reimburse WEA ** of notice for the expense incurred. Public Liability Insurance: Company shall also be required to obtain and maintain comprehensive general liability insurance and a follow-form “umbrella liability” policy, providing insurance against claims for bodily injury, including death, property damage, personal and advertising injury, blanket contractual liability, broad form property damage liability, explosion, collapse and underground hazard, and products and completed operations, for such claims occurring or alleged to have occurred in the course of any loss sustained. As of the date hereofoperations or activities contemplated by this Agreement, and subject to any changes in such requirements which Agent may, in its discretion, make amounts as from time to time pursuant to its rights under this Section 6are carried by prudent owners of comparable operations, each policy of property insurance hereunder shall contain a lender’s loss payable endorsement, lender clause, or other non-contributory mortgagee clause of similar form and substance acceptable to Agent but in favor of Agent as a second mortgagee. (e) Concurrently herewith, Borrower shall deliver to Agent original policies or certificates with premiums prepaid evidencing the insurance required hereunder. Borrower shall procure and pay for renewals of such insurance (or shall cause the procurement and payment) from time to time before the expiration thereofno event less than **, and Borrower shall deliver to Agent such original renewal policies or certificates with premiums prepaid at least 30 days before covering as additional insureds all the expiration of any existing policy. (f) Borrower, WEA individuals and entities for itself, which and on behalf of its insurers, hereby releases and waives any right to recover against Agent on any liability for: damages for injury to or death of persons; any loss or damage to property, including the property of any occupant of the Premises; any loss or damage to buildings or other improvements comprising the Premises; any other direct or indirect loss or damage caused by fire or other risks, which loss or damage is or would be covered by the insurance required to be carried hereunder by Borrower, or is otherwise insured; or claims arising by reason of any of the foregoing, except to the extent caused solely by the active negligence of Agent, respectivelyit is responsible under this Agreement. (g) Agent shall not, by reason of accepting, rejecting, obtaining or failing to obtain insurance, incur any liability for (a) the existence, non-existence, form, amount or legal sufficiency thereof, (b) the solvency or insolvency of any insurer, or (c) the payment of losses. All insurance required hereunder or carried by Borrower shall be procured at Borrower’s sole cost and expense. Borrower shall deliver to Agent receipts satisfactory to Agent evidencing full prepayment of the premiums therefor, except to the extent Agent makes payments with Borrower’s deposits under Section 26 (for the periods and payments so covered by such payments). In the event of foreclosure on, or other transfer of title in lieu of foreclosure of, the Premises, all of Borrower’s interest in and to any and all insurance policies in force shall pass to Agent, or the transferee or purchaser as the case may be, and Agent is hereby irrevocably authorized to assign in Borrower’s name to such purchaser or transferee all such policies, which may be amended or rewritten to show the interest of such purchaser or transferee. (h) If the Borrower fails to procure, pay the premiums for, or deliver to the Agent any of the Policies or renewals as required herein, the Agent may elect, but shall not be obligated, to obtain such insurance and pay the premiums therefor. The Borrower shall pay to the Agent on demand any premiums so paid with interest thereon at the Default Rate set forth in the Notes, from the time of the advance for such payment by the Agent, and said advance and interest shall be part of the Debt. (i) Approval by the Agent of any policies of insurance (“Policies”) shall not be deemed a representation by the Agent as to the adequacy of coverage of such Policies or the solvency of the insurer.

Insurance Coverage. For so long as this Mortgage any Hotel Loan is in effectoutstanding, Borrower Borrowers shall continuously maintain insurance in accordance with the following provisions: (a) Borrower At their own cost, Borrowers shall obtain and maintain at all times during the term of the Loan the insurance Policies required by Agent Lender pursuant to Exhibit B C attached hereto. In addition, Borrower shall cause Agent to be named as a named insured under the insurance policies required by Agent and Agent shall be identified in each policy as follows: Fifth Third Bank, its successors and/or assigns as their respective interests may appear. Borrower Borrowers shall provide Agent Lender with evidence of all such insurance required hereunder. (b) The policies of insurance Policies to be obtained and maintained by Borrower Borrowers under the provisions of this Mortgage Agreement shall be issued by responsible insurance carriers with a an A.M. Best’s rating of no less than A/VII, licensed to do business in the State of Indianawhere each Hotel Property is located, who are acceptable to Agent Lender and shall be in such form and with such endorsements (including a mortgagee clause in favor of Agent)endorsements, waivers and deductibles (in no event to exceed $10,00025,000.00 per occurrence) as Agent Lender shall designate or approve. Without limitation on the foregoing: (ci) All policies Policies shall name the applicable Hotel Borrower as the insured. The Policies shall each list Lender as mortgagee, and (with the exception of policies for workmen’s compensation insurance) shall name Agent as mortgagee lender loss payable and as an additional insured (under a standard non-contributing mortgagee protection clause, in form reasonably satisfactory to AgentLender, attached to such policy Policy or policies Policies whenever applicable, and providing, among other matters, that all insurance proceeds Insurance Proceeds (as hereinafter defined) shall be paid to AgentLender). The liability insurance Policies shall list Lender as an additional insured. (dii) All policies Policies shall contain: : (1) the agreement of the insurer to give Agent Lender at least 30 thirty (30) days’ written notice prior to cancellation or expiration of or change in such policiesPolicies, or any of them; (2) a waiver of subrogation rights against Agent Lender and, if available such Hotel Borrower; (3) an agreement that such policies Policies are primary and non-contributing with any insurance that may be carried by AgentLender; (4) a statement that the insurance shall not be invalidated should any insured waive in writing waive, prior to a loss loss, any or all right of recovery against any party for loss accruing to the property described in the insurance policyPolicy; and (5) if obtainable, a provision that no act or omission of such Hotel Borrower shall affect or limit the obligation of the insurance carrier to pay the amount of any loss sustained. As of the date hereof, and subject to any changes in such requirements which Agent Lender may, in its discretion, make from time to time pursuant to its rights under this Section 610.1, each policy Policy of property insurance hereunder shall contain a lender’s loss payable endorsement, lender clause, or other non-contributory mortgagee clause of similar form and substance acceptable to Agent Lender in favor of Agent Lender as a second mortgagee. (ec) Concurrently herewithwith each advance of the proceeds of a Hotel Loan, the applicable Hotel Borrower shall deliver to Agent Lender original policies Policies or certificates with premiums for the Policies (“Premiums”) prepaid evidencing the insurance required hereunder. Borrower Borrowers shall procure and pay for renewals of such insurance (or shall cause the procurement and payment) from time to time before the expiration thereof, and Borrower Borrowers shall deliver to Agent Lender such original renewal policies Policies or certificates with premiums Premiums prepaid at least 30 thirty (30) days before the expiration of any existing policyPolicy. (fd) Hotel Borrowers may carry additional, separate insurance concurrent in kind or form or contributing upon loss, with any required insurance Policies, but only if the additional, separate insurance: (i) does not violate any required insurance, or entitle the carrier to assert any defense or disclaim any primary coverage under any required insurance; (ii) mutually benefits Hotel Borrowers and Lender; and (iii) otherwise complies with this Agreement. (e) Each Borrower, for itself, and on behalf of its insurers, hereby releases and waives any right to recover against Agent Lender on any liability for: damages for injury to or death of persons; any loss or damage to property, including the property of any occupant of the Premisesa Hotel Property; any loss or damage to buildings or other improvements comprising the Premisesa Hotel Property; any other direct or indirect loss or damage caused by fire or other risks, which loss or damage is or would be covered by the insurance required to be carried hereunder by BorrowerBorrowers, or is otherwise insured; or claims arising by reason of any of the foregoing, except to the extent caused solely by the active gross negligence or willful misconduct of Agent, respectivelyLender. (gf) Agent Lender shall not, by reason of accepting, rejecting, obtaining or failing to obtain insurance, incur any liability for (ai) the existence, non-existence, form, amount or legal sufficiency thereof, (bii) the solvency or insolvency of any insurer, or (ciii) the payment of losses. All insurance required hereunder or carried by Borrower Borrowers shall be procured at Borrower’s Borrowers’ sole cost and expense. Borrower Borrowers shall deliver to Agent Lender receipts satisfactory to Agent Lender evidencing full prepayment of the premiums therefor, except to the extent Agent makes payments with Borrower’s deposits under Section 26 Premiums therefor (for the periods and payments so covered by such payments). In the event of foreclosure on, or other transfer of title in lieu of foreclosure of, the Premisesa Hotel Property, all of such Borrower’s interest in and to any and all insurance policies Policies in force shall pass to AgentLender, or the transferee or purchaser as the case may be, and Agent Lender is hereby irrevocably authorized to assign in such Borrower’s name to such purchaser or transferee all such policiesPolicies, which may be amended or rewritten to show the interest of such purchaser or transferee. (g) Lender reserves the right to require additional insurance Policies not specifically addressed in this Agreement during the term of the Loan. (h) If the Borrower fails to procure, pay the premiums for, or deliver to the Agent any of the The Policies or renewals as required herein, the Agent may elect, but shall not be obligated, to obtain such insurance and pay the premiums therefor. The Borrower shall pay to the Agent on demand any premiums so paid with interest thereon at the Default Rate set forth in the Notes, from the time of the advance for such payment by the Agent, and said advance and interest on Exhibit C shall be part of the Debtstandard ISO coverage forms. Manuscripted coverage forms may be deemed acceptable following satisfactory review by Lender’s insurance advisors. (i) Approval by the Agent Lender of any policies of insurance (“Policies”) Policies shall not be deemed a representation by the Agent Lender as to the adequacy of coverage of such Policies or the solvency of the insurer.

Insurance Coverage. For so long as this Mortgage is in effectthe Obligations are outstanding, Borrower shall continuously maintain insurance in accordance with the following provisions: (a) At its own cost, Borrower shall obtain and maintain at all times during the term of the Loan the insurance Policies required by Administrative Agent pursuant to Exhibit B attached hereto. In addition, Borrower shall cause Agent to be named as a named insured under the insurance policies required by Agent and Agent shall be identified in each policy as follows: Fifth Third Bank, its successors and/or assigns as their respective interests may appear. Borrower shall provide Administrative Agent with evidence of all such insurance required hereunder. (b) The policies of insurance Policies to be obtained and maintained by Borrower under the provisions of this Mortgage Agreement shall be issued by responsible insurance carriers with a an A.M. Best’s rating of no less than A/VII, licensed to do business in each state in which the State of IndianaProperty is located, who are acceptable to Administrative Agent and shall be in such form and with such endorsements (including a mortgagee clause in favor of Agent)endorsements, waivers and deductibles (in no event to exceed $10,00025,000.00 per occurrence) as Administrative Agent shall designate or approve. Without limitation on the foregoing: (ci) All policies Policies shall name Borrower as the insured, and (with the exception of policies for workmen’s compensation insurance) . The Policies shall name each list Administrative Agent as mortgagee mortgagee, lender loss payable and as an additional insured (under a standard non-contributing mortgagee protection clause, in form reasonably satisfactory to Administrative Agent, attached to such policy Policy or policies Policies whenever applicable, and providing, among other matters, that all insurance proceeds Insurance Proceeds (as hereinafter defined) shall be paid to Administrative Agent). The liability insurance Policies shall list Administrative Agent as an additional insured. (dii) All policies Policies shall contain: : (1) the agreement of the insurer to give Administrative Agent at least 30 thirty (30) days’ written notice prior to cancellation or expiration of or change in such policiesPolicies, or any of them; (2) a waiver of subrogation rights against Administrative Agent and, if available Borrower; (3) an agreement that such policies Policies are primary and non-contributing with any insurance that may be carried by Administrative Agent; (4) a statement that the insurance shall not be invalidated should any insured waive in writing waive, prior to a loss loss, any or all right of recovery against any party for loss accruing to the property described in the insurance policyPolicy; and (5) if obtainable, a provision that no act or omission of Borrower shall affect or limit the obligation of the insurance carrier to pay the amount of any loss sustained. As of the date hereof, and subject to any changes in such requirements which Administrative Agent may, in its discretion, make from time to time pursuant to its rights under this Section 69.1, each policy Policy of property insurance hereunder shall contain a lender’s loss payable endorsement, lender clause, or other non-contributory mortgagee clause of similar form and substance acceptable to Administrative Agent in favor of Administrative Agent as a second mortgagee. (ec) Concurrently herewith, Borrower shall deliver to Administrative Agent original policies Policies or certificates with premiums for the Policies (“Premiums”) prepaid evidencing the insurance required hereunder. Borrower shall procure and pay for renewals of such insurance (or shall cause the procurement and payment) from time to time before the expiration thereof, and Borrower shall deliver to Administrative Agent such original renewal policies Policies or certificates with premiums Premiums prepaid at least 30 thirty (30) days before the expiration of any existing policyPolicy. (fd) Borrower may carry additional, separate insurance concurrent in kind or form or contributing upon loss, with any required insurance Policies, but only if the additional, separate insurance: (i) does not violate any required insurance, or entitle the carrier to assert any defense or disclaim any primary coverage under any required insurance; (ii) mutually benefits Borrower and Administrative Agent; and (iii) otherwise complies with this Agreement. (e) Borrower, for itself, and on behalf of its insurers, hereby releases and waives any right to recover against Administrative Agent or any of the Banks on any liability for: damages for injury to or death of persons; any loss or damage to property, including the property of any occupant of the PremisesProperty; any loss or damage to buildings or other improvements comprising the PremisesProperty; any other direct or indirect loss or damage caused by fire or other risks, which loss or damage is or would be covered by the insurance required to be carried hereunder by Borrower, or is otherwise insured; or claims arising by reason of any of the foregoing, except to the extent caused solely by the active gross negligence or willful misconduct of Administrative Agent, respectively. (gf) Administrative Agent shall not, by reason of accepting, rejecting, obtaining or failing to obtain insurance, incur any liability for (ai) the existence, non-existence, form, amount or legal sufficiency thereof, (bii) the solvency or insolvency of any insurer, or (ciii) the payment of losses. All insurance required hereunder or carried by Borrower shall be procured at Borrower’s sole cost and expense. Borrower shall deliver to Administrative Agent receipts satisfactory to Administrative Agent evidencing full prepayment of the premiums therefor, except to the extent Agent makes payments with Borrower’s deposits under Section 26 Premiums therefor (for the periods and payments so covered by such payments). In the event of foreclosure on, or other transfer of title in lieu of foreclosure of, the PremisesProperty, all of Borrower’s interest in and to any and all insurance policies Policies in force shall pass to Administrative Agent, or the transferee or purchaser as the case may be, and Administrative Agent is hereby irrevocably authorized to assign in Borrower’s name to such purchaser or transferee all such policiesPolicies, which may be amended or rewritten to show the interest of such purchaser or transferee. (g) BORROWER IS HEREBY NOTIFIED PURSUANT TO THE ILLINOIS COLLATERAL PROTECTION ACT (815 ILCS 180/1 ET. SEQ.) THAT UNLESS BORROWER PROVIDES ADMINISTRATIVE AGENT WITH EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY THIS AGREEMENT, ADMINISTRATIVE AGENT MAY PURCHASE THE REQUIRED INSURANCE AT BORROWER’S EXPENSE TO PROTECT ADMINISTRATIVE AGENT’S INTEREST IN THE PROPERTY. THIS INSURANCE MAY, BUT NEED NOT, PROTECT BORROWER’S INTERESTS. THE COVERAGE THAT ADMINISTRATIVE AGENT PURCHASES MAY NOT PAY ANY CLAIM THAT BORROWER MAKES OR ANY CLAIM THAT IS MADE AGAINST BORROWER IN CONNECTION WITH THE PROPERTY. BORROWER MAY LATER CANCEL ANY INSURANCE PURCHASED BY ADMINISTRATIVE AGENT, BUT ONLY AFTER PROVIDING ADMINISTRATIVE AGENT WITH EVIDENCE THAT BORROWER HAS OBTAINED INSURANCE AS REQUIRED BY THIS AGREEMENT. IF ADMINISTRATIVE AGENT PURCHASES INSURANCE FOR THE PROPERTY, BORROWER WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING INTEREST ON THE AMOUNT SO PAID BY ADMINISTRATIVE AGENT AT THE DEFAULT RATE UNTIL PAID TO ADMINISTRATIVE AGENT AND ANY OTHER CHARGES ADMINISTRATIVE AGENT MAY IMPOSE IN CONNECTION WITH THE PLACEMENT OF THE INSURANCE UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR THE EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE SHALL BE ADDED TO BORROWER’S TOTAL OUTSTANDING BALANCE OR OBLIGATION AND SHALL CONSTITUTE ADDITIONAL OBLIGATIONS. THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF INSURANCE BORROWER MAY BE ABLE TO OBTAIN ON ITS OWN. (h) If Administrative Agent reserves the Borrower fails right to procure, pay reasonably require additional insurance Policies not specifically addressed in this Agreement during the premiums for, or deliver to the Agent any term of the Policies or renewals as required herein, the Agent may elect, but shall not be obligated, to obtain such insurance and pay the premiums therefor. The Borrower shall pay to the Agent on demand any premiums so paid with interest thereon at the Default Rate set forth in the Notes, from the time of the advance for such payment by the Agent, and said advance and interest shall be part of the DebtLoan. (i) The Policies set forth on Exhibit B shall be standard ISO coverage forms. Manuscripted coverage forms may be deemed acceptable following satisfactory review by Administrative Agent’s insurance advisors. (j) Approval by the Administrative Agent of any policies of insurance (“Policies”) Policies shall not be deemed a representation by the Administrative Agent as to the adequacy of coverage of such Policies or the solvency of the insurer.

Insurance Coverage. For so long as this Mortgage is in effect, Borrower shall continuously maintain insurance in accordance with the following provisions: (a) Borrower Each Lessee shall obtain furnish or cause to be furnished to the Lessor and maintain at all times during the term of the Loan Lenders certificates showing the insurance required by Agent pursuant to Exhibit B attached hereto. In addition, Borrower shall cause Agent under Sections 13.1 and 13.2 to be named in effect and naming the Lessor, the Lenders, the Lease Agent and the Collateral Agent as a named insured under additional insureds with respect to liability coverage (excluding worker's compensation insurance), naming the insurance policies Collateral Agent and such Lessee as their interests may appear with respect to casualty coverage, and naming the Collateral Agent as loss payee with respect to casualty coverage, and showing the mortgagee endorsement required by Agent and Agent Section 13.3(c) with respect to such coverage. All such insurance shall be identified at the cost and expense of such Lessee. Such certificates shall include a provision for no less than thirty (30) days' advance written notice by the insurer to the Collateral Agent in each policy as follows: Fifth Third Bank, its successors and/or assigns as their respective interests may appear. Borrower shall provide Agent with evidence the event of all cancellation or reduction of such insurance required hereunderinsurance. (b) The policies of Each Lessee agrees that the insurance to be obtained and maintained by Borrower under the provisions of this Mortgage shall be issued by responsible insurance carriers with a Best’s rating of no less than A/VII, licensed to do business in the State of Indiana, who are acceptable to Agent and shall be in such form and with such endorsements (including a mortgagee clause in favor of Agent), waivers and deductibles (in no event to exceed $10,000) as Agent shall designate or approve. Without limitation on the foregoing: (c) All policies shall name Borrower as the insured, and (with the exception of policies for workmen’s compensation insurance) shall name Agent as mortgagee and as an additional insured (under a standard non-contributing mortgagee protection clause, in form reasonably satisfactory to Agent, attached to such policy or policies whenever applicable, and providing, among other matters, required by Section 13.2 shall include an appropriate clause pursuant to which such policy shall provide that all insurance proceeds shall be paid to Agent). (d) All policies shall contain: (1) the agreement of the insurer to give Agent at least 30 days’ written notice prior to cancellation or expiration of or change in such policies, or any of them; (2) a waiver of subrogation rights against Agent and, if available Borrower; (3) an agreement that such policies are primary and non-contributing with any insurance that may be carried by Agent; (4) a statement that the insurance shall it will not be invalidated should any insured waive such Lessee waive, in writing writing, prior to a loss loss, any or all right rights of recovery against any party for loss accruing to the property described in losses covered by such policy, and that the insurance policy; in favor of the Lessor and (5) if obtainable, a provision that no the Collateral Agent and their respective rights under and interests in said policies shall not be invalidated or reduced by any act or omission (including breach of Borrower warranty) or negligence of such Lessee or any other Person having any interest in its Property other than the Lessor and the Collateral Agent. The Lessee hereby waives any and all such rights against the Lessor and the Collateral Agent to the extent of payments made under such policies. (c) All such insurance shall affect or limit the obligation of the be written by reputable insurance carrier to pay companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by a Lessee which is rated in Best's Insurance Guide or any loss sustained. As successor thereto (or if there be none, an organization having a similar national reputation) shall have a general policyholder rating of the date hereof, "A" and subject to any changes in such requirements which Agent may, in its discretion, make from time to time pursuant to its rights under this Section 6, each policy a financial rating of property insurance hereunder shall contain a lender’s loss payable endorsement, lender clause, at least "12" or other non-contributory mortgagee clause of similar form and substance be otherwise acceptable to Agent the Lenders. All insurance policies required by Section 13.2 shall include a standard form mortgagee endorsement in favor of Agent the Collateral Agent. (d) The Lessor shall not carry separate insurance concurrent in kind or form or contributing in the event of loss with any insurance required under this Article XIII except that the Lessor may, at the Lessor's expense, carry separate liability insurance so long as (i) a second mortgageeLessee's insurance is designated as primary and in no event excess or contributory to any insurance the Lessor may have in force which would apply to a loss covered under the Lessee's policy and (ii) each such insurance policy will not cause such Lessee's insurance required under this Article XIII to be subject to a coinsurance exception of any kind. (e) Concurrently herewithEach Lessee shall pay as they become due all premiums for the insurance required by Section 13.1 and Section 13.2, Borrower and shall renew or replace each policy prior to the expiration date thereof. Throughout the Term, at the time each of such Lessee's insurance policies is renewed (but in no event less frequently than once each year), such Lessee shall deliver to the Lessor and the Collateral Agent original policies or certificates with premiums prepaid of insurance evidencing the that all insurance required hereunder. Borrower shall procure and pay for renewals of such insurance (or shall cause the procurement and payment) from time to time before the expiration thereof, and Borrower shall deliver to Agent such original renewal policies or certificates with premiums prepaid at least 30 days before the expiration of any existing policy. (f) Borrower, for itself, and on behalf of its insurers, hereby releases and waives any right to recover against Agent on any liability for: damages for injury to or death of persons; any loss or damage to property, including the property of any occupant of the Premises; any loss or damage to buildings or other improvements comprising the Premises; any other direct or indirect loss or damage caused by fire or other risks, which loss or damage this Article XIII is or would be covered being maintained by the insurance required to be carried hereunder by Borrower, or Lessee and is otherwise insured; or claims arising by reason of any of the foregoing, except to the extent caused solely by the active negligence of Agent, respectivelyin effect. (g) Agent shall not, by reason of accepting, rejecting, obtaining or failing to obtain insurance, incur any liability for (a) the existence, non-existence, form, amount or legal sufficiency thereof, (b) the solvency or insolvency of any insurer, or (c) the payment of losses. All insurance required hereunder or carried by Borrower shall be procured at Borrower’s sole cost and expense. Borrower shall deliver to Agent receipts satisfactory to Agent evidencing full prepayment of the premiums therefor, except to the extent Agent makes payments with Borrower’s deposits under Section 26 (for the periods and payments so covered by such payments). In the event of foreclosure on, or other transfer of title in lieu of foreclosure of, the Premises, all of Borrower’s interest in and to any and all insurance policies in force shall pass to Agent, or the transferee or purchaser as the case may be, and Agent is hereby irrevocably authorized to assign in Borrower’s name to such purchaser or transferee all such policies, which may be amended or rewritten to show the interest of such purchaser or transferee. (h) If the Borrower fails to procure, pay the premiums for, or deliver to the Agent any of the Policies or renewals as required herein, the Agent may elect, but shall not be obligated, to obtain such insurance and pay the premiums therefor. The Borrower shall pay to the Agent on demand any premiums so paid with interest thereon at the Default Rate set forth in the Notes, from the time of the advance for such payment by the Agent, and said advance and interest shall be part of the Debt. (i) Approval by the Agent of any policies of insurance (“Policies”) shall not be deemed a representation by the Agent as to the adequacy of coverage of such Policies or the solvency of the insurer.

Insurance Coverage. For so long as this Mortgage is in effectThe Grantor shall keep the Improvements insured against (i) damage by fire and the other hazards covered by the standard extended coverage all risk insurance policy, Borrower and (ii) damage by vandalism, malicious mischief, and such other hazards against which the Beneficiary shall continuously maintain insurance in accordance with the following provisions: (a) Borrower shall obtain require insurance, and maintain at all times during the term each policy of the Loan the insurance required by Agent pursuant to Exhibit B attached hereto. In addition, Borrower this Section 2.03 shall cause Agent be endorsed to be named name the Beneficiary as a named insured mortgagee-loss payee thereunder, as its interest may appear, with loss payable to the Beneficiary without contribution or assessment, under the a New York Standard Beneficiary Clause. All insurance policies and endorsements required by Agent and Agent pursuant to this Section 2.03 shall be identified in each policy as follows: Fifth Third Bankfully paid for, its successors and/or assigns as their respective interests may appear. Borrower shall provide Agent with evidence of all nonassessable and contain such insurance required hereunder. provisions (bincluding, without limitation, inflation guard and replacement cost endorsements) The policies of insurance to be obtained and maintained by Borrower under the provisions of this Mortgage shall be issued by responsible insurance carriers with a Best’s rating of no less than A/VII, licensed to do business in the State of Indiana, who are acceptable to Agent expiration dates and shall be in such form and amounts and issued by such insurance companies with a rating of `A' or better as established by Best's Rating Guide, or an equivalent rating with such endorsements other publication of a similar nature as shall be in current use, or such other companies, as shall be approved by the Beneficiary. In addition to the insurance policies above described, the Grantor shall keep and maintain in effect insurance policies in respect of rental loss, Workmen's Compensation, employees' liability coverage, comprehensive public liability insurance (including contractual coverage), boiler and machinery, and such other insurance as the Beneficiary may require; all in such form, with such coverage, in such amounts and issued by such insurance companies with a mortgagee clause rating of `A' or better as established by Best's Rating Guide or equivalent rating of such other publications of similar nature as shall be in current use, as shall be approved by the Beneficiary. Without limiting the foregoing, each policy of insurance required hereunder shall provide that such policy may not be cancelled, expire, or be terminated (whether due to nonpayment of premiums, surrender by the insured, or other reason) except upon thirty (30) days' prior written notice to the Beneficiary and that no act or thing done by the Grantor shall invalidate the policy as against the Beneficiary. In addition, the Beneficiary may require the Grantor to carry such other insurance on the Improvements in such amounts as may from time to time be reasonably required by institutional lenders, against insurable casualties (including, without limitation, risks of war and nuclear explosion) which at the time are commonly insured against in the case of premises similarly situated, due regard being given to the site and the type of the building, the type of construction, the stage of construction, location, utilities and occupancy or any replacements or substitutions therefor. The Grantor shall additionally keep the Improvements insured against loss by flood if the Premises are located in an area identified by the Secretary of Housing and Urban Development as an area having special flood hazards and in which the Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973, as the same may have been or may hereafter be amended or modified (and any successor acts thereto) in an amount at least equal to the outstanding Indebtedness or the maximum limit of coverage available with respect to the Improvements under said Act, whichever is less, and in a company or companies to be approved by the Beneficiary. In all events and without a modification of or limitation on the foregoing the Grantor will assign and deliver the policy or policies (or true copies thereof) of all such insurance to the Beneficiary, which policy or policies shall have endorsed thereon the New York Standard Beneficiary Clause (provided, however, the Beneficiary shall have thirty (30) days' notice from the insurer prior to the expiration, cancellation or termination (for any reason whatsoever) of any policy) in the name of the Beneficiary, so and in such manner and form that the Beneficiary and its successors and assigns shall at all times have and hold said policy or policies as collateral and further security for the payment of the Indebtedness until the full payment of the Indebtedness. In addition, from time to time, upon the occurrence of any change in the use, operation or value of the Premises or any part thereof, or in the availability of insurance in the area in which the Premises are located, the Grantor shall promptly notify the Beneficiary of such change and shall, within five (5) days after demand by the Beneficiary, take out such additional amounts and/or such other kinds of insurance as the Beneficiary may reasonably require. Otherwise, the Grantor shall not take out or permit any separate or additional insurance which is contributing in the event of loss unless it is endorsed in favor of Agent), waivers and deductibles (the Beneficiary in no event to exceed $10,000) as Agent shall designate or approve. Without limitation on the foregoing: (c) All policies shall name Borrower as the insured, and (accordance with the exception of policies for workmen’s compensation insurance) shall name Agent as mortgagee requirements hereof and as an additional insured (under a standard non-contributing mortgagee protection clause, in form reasonably otherwise satisfactory to Agent, attached to such policy or policies whenever applicable, and providing, among other matters, that the Beneficiary in all insurance proceeds shall be paid to Agent). (d) All policies shall contain: (1) the agreement of the insurer to give Agent at least 30 days’ written notice prior to cancellation or expiration of or change in such policies, or any of them; (2) a waiver of subrogation rights against Agent and, if available Borrower; (3) an agreement that such policies are primary and non-contributing with any insurance that respects. Insurance required hereunder may be carried by Agent; (4) a statement the Grantor pursuant to blanket policies, provided that all other requirements herein set forth are satisfied and that the insurance underlying policy in respect of the Premises is assigned and delivered to the Beneficiary as herein required. In the event that the Grantor fails to keep the Premises insured in compliance with this Section 2.03, the Beneficiary may, but shall not be invalidated should any insured waive obligated to, obtain insurance and pay the premiums therefor and the Grantor shall, on demand, reimburse the Beneficiary for all sums, advances and expenses incurred in writing prior to a loss any or connection therewith and such sums, advances and expenses shall bear interest at the Default Rate (as defined in Section 2.13 of this Deed) until reimbursed. The Grantor shall deliver copies of all right of recovery against any party for loss accruing original policies to the property described in Beneficiary together with the insurance policy; and (5) if obtainable, a provision that no act or omission of Borrower shall affect or limit the obligation of the insurance carrier to pay the amount of any loss sustained. As of the date hereof, and subject to any changes in such requirements which Agent may, in its discretion, make from time to time pursuant to its rights under this Section 6, each policy of property insurance hereunder shall contain a lender’s loss payable endorsement, lender clause, or other non-contributory mortgagee clause of similar form and substance acceptable to Agent in favor of Agent as a second mortgagee. (e) Concurrently herewith, Borrower shall deliver to Agent original policies or certificates with premiums prepaid evidencing the insurance endorsements thereto required hereunder. Borrower The proceeds of insurance paid on account of any damage or destruction to the Premises or any part thereof shall procure be paid over to the Beneficiary to be applied as hereinafter provided. Notwithstanding anything to the contrary contained herein or in any provision of applicable law, the proceeds of insurance policies coming into the possession of the Beneficiary shall not be deemed trust funds and pay for renewals the Beneficiary shall be entitled to dispose of such insurance (or shall cause the procurement and payment) from time to time before the expiration thereof, and Borrower shall deliver to Agent such original renewal policies or certificates with premiums prepaid at least 30 days before the expiration of any existing policy. (f) Borrower, for itself, and on behalf of its insurers, hereby releases and waives any right to recover against Agent on any liability for: damages for injury to or death of persons; any loss or damage to property, including the property of any occupant of the Premises; any loss or damage to buildings or other improvements comprising the Premises; any other direct or indirect loss or damage caused by fire or other risks, which loss or damage is or would be covered by the insurance required to be carried hereunder by Borrower, or is otherwise insured; or claims arising by reason of any of the foregoing, except to the extent caused solely by the active negligence of Agent, respectively. (g) Agent shall not, by reason of accepting, rejecting, obtaining or failing to obtain insurance, incur any liability for (a) the existence, non-existence, form, amount or legal sufficiency thereof, (b) the solvency or insolvency of any insurer, or (c) the payment of losses. All insurance required hereunder or carried by Borrower shall be procured at Borrower’s sole cost and expense. Borrower shall deliver to Agent receipts satisfactory to Agent evidencing full prepayment of the premiums therefor, except to the extent Agent makes payments with Borrower’s deposits under proceeds as hereinafter provided in Section 26 (for the periods and payments so covered by such payments)2.04. In the event of a foreclosure on, of the Premises or other transfer of title the Premises in lieu of foreclosure of, or purchase of the PremisesPremises at a foreclosure or a Trustee's sale, all of Borrower’s Grantor's interest in and to any and all insurance policies then in force with respect to the Premises shall inure to the benefit of and pass to Agent, or the transferee or purchaser of the Premises, as the case may be, and Agent is hereby irrevocably authorized to assign in Borrower’s name to such purchaser or transferee all such policies, which may be amended or rewritten to show the interest of such purchaser or transferee. (h) If the Borrower fails to procure, pay the premiums for, or deliver to the Agent any of the Policies or renewals as required herein, the Agent may elect, but shall not be obligated, to obtain such insurance and pay the premiums therefor. The Borrower shall pay to the Agent on demand any premiums so paid with interest thereon at the Default Rate set forth in the Notes, from the time of the advance for such payment by the Agent, and said advance and interest shall be part of the Debt. (i) Approval by the Agent of any policies of insurance (“Policies”) shall not be deemed a representation by the Agent as to the adequacy of coverage of such Policies or the solvency of the insurer.

Insurance Coverage. For so long as this Mortgage is in effect, Borrower shall continuously maintain insurance in accordance with the following provisions: (a) Borrower The Lessee shall obtain furnish the Lessor and maintain at all times during the term of the Loan Agent with certificates showing the insurance required by Agent pursuant to Exhibit B attached hereto. In addition, Borrower shall cause Agent under Sections 13.1 and 13.2 to be named in effect and naming the Lessor as a named additional insured under with respect to liability coverage (excluding worker's compensation insurance), naming the insurance policies Lessor and the Lessee as their interests may appear with respect to property coverage and naming the Lessor as loss payee with respect to property coverage and showing the mortgagee endorsement required by Agent and Agent Section 13.3(c) with respect to such coverage. All such insurance shall be identified at the cost and expense of the Lessee. Such certificates shall include a provision for no less than thirty (30) days' advance written notice by the insurer to the Lessor in each policy as follows: Fifth Third Bank, its successors and/or assigns as their respective interests may appear. Borrower shall provide Agent with evidence the event of all cancellation or reduction of such insurance required hereunderinsurance. (b) The policies of Lessee agrees that the insurance to be obtained and maintained by Borrower under the provisions of this Mortgage shall be issued by responsible insurance carriers with a Best’s rating of no less than A/VII, licensed to do business in the State of Indiana, who are acceptable to Agent and shall be in such form and with such endorsements (including a mortgagee clause in favor of Agent), waivers and deductibles (in no event to exceed $10,000) as Agent shall designate or approve. Without limitation on the foregoing: (c) All policies shall name Borrower as the insured, and (with the exception of policies for workmen’s compensation insurance) shall name Agent as mortgagee and as an additional insured (under a standard non-contributing mortgagee protection clause, in form reasonably satisfactory to Agent, attached to such policy or policies whenever applicable, and providing, among other matters, required by Sections 13.2 shall include an appropriate clause pursuant to which such policy shall provide that all insurance proceeds shall be paid to Agent). (d) All policies shall contain: (1) the agreement of the insurer to give Agent at least 30 days’ written notice prior to cancellation or expiration of or change in such policies, or any of them; (2) a waiver of subrogation rights against Agent and, if available Borrower; (3) an agreement that such policies are primary and non-contributing with any insurance that may be carried by Agent; (4) a statement that the insurance shall it will not be invalidated should any insured waive the Lessee waive, in writing writing, prior to a loss loss, any or all right rights of recovery against any party for loss accruing to the property described in losses covered by such policy, and that the insurance policy; in favor of the Lessor and (5) if obtainable, a provision that no its rights under and interests in said policies shall not be invalidated or reduced by any act or omission (including breach of Borrower shall affect warranty) or limit the obligation negligence of the Lessee or any other Person having any interest in any Property other than the Lessor. The Lessee hereby waives any and all such rights against the Lessor to the extent of payments made under such policies. Master Lease (c) All such insurance carrier to pay shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the Lessee which is rated in Best's Insurance Guide or any loss sustained. As successor thereto (or if there be none, an organization having a similar national reputation) shall have a general policyholder rating of the date hereof, "A" and subject to any changes in such requirements which Agent may, in its discretion, make from time to time pursuant to its rights under this Section 6, each policy a financial rating of property insurance hereunder shall contain a lender’s loss payable endorsement, lender clause, at least "VIII" or other non-contributory mortgagee clause of similar form and substance be otherwise acceptable to Agent the Lessor. All insurance policies required by Section 13.2 shall include a standard form mortgagee endorsement in favor of Agent the Lessor. (d) The Lessor shall not carry separate insurance concurrent in kind or form or contributing in the event of loss with any insurance required under this Article XIII except that the Lessor may, at the Lessor's expense, carry separate liability insurance so long as (i) the Lessee's insurance is designated as primary and in no event excess or contributory to any insurance the Lessor may have in force which would apply to a second mortgageeloss covered under the Lessee's policy and (ii) each such insurance policy will not cause the Lessee's insurance required under this Article XIII to be subject to a coinsurance exception of any kind. (e) Concurrently herewithThe Lessee shall pay as they become due all premiums for the insurance required by Section 13.1 and Section 13.2, Borrower and shall renew or replace each policy prior to the expiration date thereof. Throughout the Lease Term, at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year), the Lessee shall deliver to the Lessor and the Agent original policies or certificates with premiums prepaid of insurance evidencing the that all insurance required hereunder. Borrower shall procure and pay for renewals of such insurance (or shall cause the procurement and payment) from time to time before the expiration thereof, and Borrower shall deliver to Agent such original renewal policies or certificates with premiums prepaid at least 30 days before the expiration of any existing policy. (f) Borrower, for itself, and on behalf of its insurers, hereby releases and waives any right to recover against Agent on any liability for: damages for injury to or death of persons; any loss or damage to property, including the property of any occupant of the Premises; any loss or damage to buildings or other improvements comprising the Premises; any other direct or indirect loss or damage caused by fire or other risks, which loss or damage this Article XIII is or would be covered being maintained by the insurance required to be carried hereunder by Borrower, or Lessee and is otherwise insured; or claims arising by reason of any of the foregoing, except to the extent caused solely by the active negligence of Agent, respectivelyin effect. (g) Agent shall not, by reason of accepting, rejecting, obtaining or failing to obtain insurance, incur any liability for (a) the existence, non-existence, form, amount or legal sufficiency thereof, (b) the solvency or insolvency of any insurer, or (c) the payment of losses. All insurance required hereunder or carried by Borrower shall be procured at Borrower’s sole cost and expense. Borrower shall deliver to Agent receipts satisfactory to Agent evidencing full prepayment of the premiums therefor, except to the extent Agent makes payments with Borrower’s deposits under Section 26 (for the periods and payments so covered by such payments). In the event of foreclosure on, or other transfer of title in lieu of foreclosure of, the Premises, all of Borrower’s interest in and to any and all insurance policies in force shall pass to Agent, or the transferee or purchaser as the case may be, and Agent is hereby irrevocably authorized to assign in Borrower’s name to such purchaser or transferee all such policies, which may be amended or rewritten to show the interest of such purchaser or transferee. (h) If the Borrower fails to procure, pay the premiums for, or deliver to the Agent any of the Policies or renewals as required herein, the Agent may elect, but shall not be obligated, to obtain such insurance and pay the premiums therefor. The Borrower shall pay to the Agent on demand any premiums so paid with interest thereon at the Default Rate set forth in the Notes, from the time of the advance for such payment by the Agent, and said advance and interest shall be part of the Debt. (i) Approval by the Agent of any policies of insurance (“Policies”) shall not be deemed a representation by the Agent as to the adequacy of coverage of such Policies or the solvency of the insurer.

Insurance Coverage. For so long as this Mortgage is in effect, Borrower shall continuously maintain insurance in accordance with the following provisions: (a) Borrower The insurance required under SECTIONS 17.1 and 17.2 shall obtain name the Lessor, the Trustee, FUNB (as defined in the Trust Agreement), the Administrative Agent, the Collateral Agent, the Equity Participants and maintain the Lenders as additional insureds with respect to liability coverage (excluding worker's compensation insurance), and shall name the Collateral Agent as loss payee with respect to property coverage. Such insurance may provide for deductible amounts of up to (i) $1,000,000, if the Applicable Leverage Ratio is less than or equal to 5.50 to 1, and (ii) $250,000, if the Applicable Leverage Ratio is greater than 5.50 to 1, per occurrence and may be obtained by Lessee by endorsement on its blanket insurance policies provided that each Property shall be separately scheduled so that no loss at all times during any other property shall reduce the term amount payable with respect to such Property except for the perils of flood and earthquake, where aggregate limits are usual and customary. All such insurance shall be at the sole cost and expense of the Loan the insurance required by Agent pursuant to Exhibit B attached hereto. In addition, Borrower shall cause Agent to be named as a named insured under the insurance policies required by Agent Lessee and Agent shall be identified maintained with respect to each Leased Asset from the Lease Commencement Date thereof through the Expiration Date. Such certificates shall include a provision for no less than ten (10) days' advance written notice by the insurer to the Lessor in each policy as follows: Fifth Third Bank, its successors and/or assigns as their respective interests may appear. Borrower shall provide Agent with evidence the event of all cancellation or material change of such insurance required hereunderinsurance. (b) The policies of Lessee agrees that the insurance to be obtained and maintained by Borrower under the provisions of this Mortgage shall be issued by responsible insurance carriers with a Best’s rating of no less than A/VII, licensed to do business in the State of Indiana, who are acceptable to Agent and shall be in such form and with such endorsements (including a mortgagee clause in favor of Agent), waivers and deductibles (in no event to exceed $10,000) as Agent shall designate or approve. Without limitation on the foregoing: (c) All policies shall name Borrower as the insured, and (with the exception of policies for workmen’s compensation insurance) shall name Agent as mortgagee and as an additional insured (under a standard non-contributing mortgagee protection clause, in form reasonably satisfactory to Agent, attached to such policy or policies whenever applicablerequired by SECTIONS 17.1 and 17.2, and providing, among other matters, shall include an appropriate clause pursuant to which such policy shall provide that all insurance proceeds shall be paid to Agent). (d) All policies shall contain: (1) the agreement of the insurer to give Agent at least 30 days’ written notice prior to cancellation or expiration of or change in such policies, or any of them; (2) a waiver of subrogation rights against Agent and, if available Borrower; (3) an agreement that such policies are primary and non-contributing with any insurance that may be carried by Agent; (4) a statement that the insurance shall it will not be invalidated should any insured waive the Lessee waive, in writing writing, prior to a loss loss, any or all right rights of recovery against any party for loss accruing to the property described in losses covered by such policy, and that the insurance policy; in favor of the Lessor and (5) if obtainable, a provision that no the other additional insureds and their rights under and interests in said policies shall not be invalidated or reduced by any act or omission of Borrower shall affect or limit the obligation negligence of the Lessee or any other Person having any interest in any Leased Asset. The Lessee and the Lessor each hereby waives any and all rights against the other for loss or damage to or loss of use of its property to the extent of payments made under its property insurance carrier so long as such waiver shall not affect its rights to pay recover under such insurance. (c) Except as otherwise permitted by clause (d), all such insurance shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the Lessee shall be rated in Best's Insurance Guide or any loss sustained. As successor thereto and shall have a general policyholder rating of "A-" and a financial size rating of at least "IX" at the date hereof, and subject to any changes in such requirements which Agent may, in its discretion, make from time to time pursuant to its rights under this Section 6, each of issuance of a policy of property insurance hereunder shall contain a lender’s loss payable endorsement, lender clause, or other non-contributory mortgagee clause of similar form and substance be otherwise acceptable to Agent the Lessor. All insurance policies required by SECTION 17.2 shall include a standard form mortgagee endorsement in favor of Agent the Lessor. (d) The Lessor shall not carry separate insurance concurrent in kind or form or contributing in the event of loss with any insurance required under this ARTICLE XVII except that the Lessor may carry separate liability insurance so long as (i) the Lessee's insurance is designated as primary and in no event excess or contributory to any insurance the Lessor may have in force which would apply to a second mortgageeloss covered under the Lessee's policy and (ii) each such insurance policy will not cause the Lessee's insurance required under this ARTICLE XVII to be subject to a coinsurance exception of any kind. Each policy maintained by the Lessee shall specifically provide that the policy shall be considered primary insurance which shall apply to any loss or claim before any contribution by any insurance which the Lessor may have in force. (e) Concurrently herewithThe Lessee shall pay as they become due all premiums for the insurance required by SECTION 17.1 and SECTION 17.2, Borrower and shall renew or replace each policy prior to the expiration date thereof. Throughout the Lease Term for any Leased Asset, at the time each of the Lessee's insurance policies is renewed, the Lessee shall deliver to the Lessor and the Collateral Agent original policies or certificates with premiums prepaid of insurance evidencing the that all insurance required hereunder. Borrower shall procure by this ARTICLE XVII with respect to such Leased Asset is being maintained by the Lessee and pay for renewals of such insurance (or shall cause the procurement and payment) from time to time before the expiration thereof, and Borrower shall deliver to Agent such original renewal policies or certificates with premiums prepaid at least 30 days before the expiration of any existing policyis in effect. (f) Borrower, for itself, and on behalf All insurance proceeds in respect of its insurers, hereby releases and waives any right to recover against Agent on any liability for: damages for injury to or death of persons; any property damage loss or damage occurrence during the Lease Term for any Leased Asset for which the proceeds related thereto are (i) less than or equal to propertythe Threshold Amount, including in the property of any occupant absence of the Premises; any loss occurrence and continuance of a Default or damage Event of Default, shall be adjusted by and paid to buildings the Lessee for application toward the reconstruction, repair or other improvements comprising refurbishment of the Premises; any other direct or indirect loss or damage caused by fire or other risksapplicable Leased Asset and (ii) greater than the Threshold Amount, which loss or damage is or would shall be covered adjusted jointly by the insurance required to Lessee, the Lessor and the Collateral Agent (unless a Default or Event of Default has occurred and is continuing, in which case such proceeds shall be carried hereunder by Borrower, or is otherwise insured; or claims arising by reason of any of the foregoing, except to the extent caused adjusted solely by the active negligence of Collateral Agent, respectively. (g) Agent shall not, by reason of accepting, rejecting, obtaining or failing to obtain insurance, incur any liability for (a) the existence, non-existence, form, amount or legal sufficiency thereof, (b) the solvency or insolvency of any insurer, or (c) the payment of losses. All insurance required hereunder or carried by Borrower shall be procured at Borrower’s sole cost and expense. Borrower shall deliver to Agent receipts satisfactory to Agent evidencing full prepayment of the premiums therefor, except to the extent Agent makes payments with Borrower’s deposits under Section 26 (for the periods and payments so covered by such payments). In the event of foreclosure on, or other transfer of title in lieu of foreclosure of, the Premises, all of Borrower’s interest in and to any and all insurance policies in force shall pass to Agent, or the transferee or purchaser as the case may be, and Agent is hereby irrevocably authorized to assign in Borrower’s name to such purchaser or transferee all such policies, which may be amended or rewritten to show the interest of such purchaser or transferee. (h) If the Borrower fails to procure, pay the premiums for, or deliver to the Agent any of the Policies or renewals as required herein, the Agent may elect, but shall not be obligated, to obtain such insurance and pay the premiums therefor. The Borrower shall pay to the Agent on demand any premiums so paid with interest thereon at the Default Rate set forth in the Notes, from the time of the advance for such payment held by the Agent, and said advance and interest shall be part of the DebtCollateral Agent for application in accordance with ARTICLE XVIII. (i) Approval by the Agent of any policies of insurance (“Policies”) shall not be deemed a representation by the Agent as to the adequacy of coverage of such Policies or the solvency of the insurer.

Insurance Coverage. For so long as this Mortgage is in effectFrom and after the Closing, Borrower the Company and the Company Subsidiaries shall continuously maintain insurance in accordance with the following provisions: (a) Borrower shall obtain and maintain at all times during the term of the Loan the insurance required by Agent pursuant to Exhibit B attached hereto. In addition, Borrower shall cause Agent cease to be named as a named insured by Seller’s insurance policies or by any of its self-insurance programs and Seller shall retain all rights to control such insurance policies and self-insurance programs, including the right to exhaust, settle, release, commute, buy back or otherwise resolve disputes with respect to any of its insurance policies and self-insurance programs. The parties acknowledge that the Company and the Company Subsidiaries and the Business may be entitled to the benefit of coverage under the insurance policies required by Agent made available through Seller as described on Section 8.13 of the Seller Disclosure Schedule to the extent such policies are in existence at the Closing (the “Retained Policies”), in each case with respect to acts, facts, circumstances or omissions occurring prior to the Closing (“Pre-Closing Occurrences”). For a period of twenty (20) months after the Closing, Buyer may report to Seller any and Agent all Pre-Closing Occurrences arising in connection with the Company and the Company Subsidiaries or the Business to the applicable insurance providers to the extent permitted under the Retained Policies (“Retained Policy Claims”). Seller shall consider in good faith such Retained Policy Claims, and if in the good faith judgment of Seller the submission of such Retained Policy Claims would not be harmful to Seller or its subsidiaries or their businesses, Seller shall submit such Retained Policy Claims to the insurer; provided that, (a) Buyer shall be identified fully liable for all uninsured or self-insured amounts in each policy as follows: Fifth Third Bankrespect of any Retained Policy Claims, its successors and/or assigns as their respective interests may appear. Borrower shall provide Agent with evidence of all such insurance required hereunder. and (b) The policies of insurance Buyer agrees to be obtained and maintained reimburse Seller promptly upon request for all out-of-pocket costs or expenses incurred by Borrower under the provisions of this Mortgage shall be issued by responsible insurance carriers with a Best’s rating of no less than A/VII, licensed to do business in the State of Indiana, who are acceptable to Agent and shall be in such form and with such endorsements (including a mortgagee clause in favor of Agent), waivers and deductibles (in no event to exceed $10,000) as Agent shall designate or approve. Without limitation on the foregoing: (c) All policies shall name Borrower as the insured, and (with the exception of policies for workmen’s compensation insurance) shall name Agent as mortgagee and as an additional insured (under a standard non-contributing mortgagee protection clause, in form reasonably satisfactory to Agent, attached to such policy or policies whenever applicable, and providing, among other matters, that all insurance proceeds shall be paid to Agent). (d) All policies shall contain: (1) the agreement of the insurer to give Agent at least 30 days’ written notice prior to cancellation or expiration of or change in such policies, Seller or any Affiliate of them; (2) a waiver of subrogation rights against Agent and, if available Borrower; (3) an agreement that such policies are primary and non-contributing Seller in connection with making or pursuing any insurance that may be carried by Agent; (4) a statement that the insurance shall not be invalidated should any insured waive in writing prior to a loss any or all right of recovery against any party for loss accruing to the property described in the insurance policy; and (5) if obtainable, a provision that no act or omission of Borrower shall affect or limit the obligation of the insurance carrier to pay the amount of any loss sustained. As of the date hereof, and subject to any changes in such requirements which Agent may, in its discretion, make from time to time claim pursuant to its rights under this Section 6, each policy of property insurance hereunder shall contain a lender’s loss payable endorsement, lender clause, or other non-contributory mortgagee clause of similar form and substance acceptable to Agent in favor of Agent as a second mortgagee. (e) Concurrently herewith, Borrower shall deliver to Agent original policies or certificates with premiums prepaid evidencing the insurance required hereunder. Borrower shall procure and pay for renewals of such insurance (or shall cause the procurement and payment) from time to time before the expiration thereof, and Borrower shall deliver to Agent such original renewal policies or certificates with premiums prepaid at least 30 days before the expiration of any existing policy. (f) Borrower, for itself, and on behalf of its insurers, hereby releases and waives any right to recover against Agent on any liability for: damages for injury to or death of persons; any loss or damage to property8.13, including the property costs of filing a claim and any occupant of the Premises; any loss or damage to buildings deductibles, 48 premium increases or other improvements comprising amounts that are or become payable by such other party or any Affiliate of such other party under the Premises; any other direct applicable insurance policies or indirect loss or damage caused by fire or other risksself-insurance programs as a result of claims made pursuant to this Section 8.13 (such costs and expenses referred to in this clause (b), which loss or damage is or “Recovery Costs”). With respect to Pre-Closing Occurrences, Seller (with respect to the Retained Policies) shall be under no obligation to continue to maintain such Retained Policies if Seller determines in good faith that the interests of Seller, its subsidiaries and its businesses would be covered better served by not continuing such policies. Notwithstanding anything in this Section 8.13 to the contrary, this Section 8.13 shall be subject in all respects to the terms of Seller’s insurance required policies, and to be carried hereunder by Borrower, or is otherwise insured; or claims arising by reason of the extent such insurance policies do not permit any of the foregoingmatters described in this Section 8.13, except to the extent caused solely by the active negligence of Agent, respectively. (g) Agent shall not, by reason of accepting, rejecting, obtaining or failing to obtain insurance, incur any liability for (a) the existence, non-existence, form, amount or legal sufficiency thereof, (b) the solvency or insolvency of any insurer, or (c) the payment of losses. All insurance required hereunder or carried by Borrower then Seller shall be procured at Borrower’s sole cost and expense. Borrower shall deliver under no obligation to Agent receipts satisfactory to Agent evidencing full prepayment of the premiums therefor, except to the extent Agent makes payments Buyer with Borrower’s deposits under Section 26 (for the periods and payments so covered by such payments). In the event of foreclosure on, or other transfer of title in lieu of foreclosure of, the Premises, all of Borrower’s interest in and to any and all insurance policies in force shall pass to Agent, or the transferee or purchaser as the case may be, and Agent is hereby irrevocably authorized to assign in Borrower’s name respect to such purchaser or transferee all such policies, which may be amended or rewritten to show the interest of such purchaser or transfereematters. (h) If the Borrower fails to procure, pay the premiums for, or deliver to the Agent any of the Policies or renewals as required herein, the Agent may elect, but shall not be obligated, to obtain such insurance and pay the premiums therefor. The Borrower shall pay to the Agent on demand any premiums so paid with interest thereon at the Default Rate set forth in the Notes, from the time of the advance for such payment by the Agent, and said advance and interest shall be part of the Debt. (i) Approval by the Agent of any policies of insurance (“Policies”) shall not be deemed a representation by the Agent as to the adequacy of coverage of such Policies or the solvency of the insurer.

Insurance Coverage. For so long as this Mortgage is in effectFrom and after the Closing, Borrower the Company and the Company Subsidiaries shall continuously maintain insurance in accordance with the following provisions: (a) Borrower shall obtain and maintain at all times during the term of the Loan the insurance required by Agent pursuant to Exhibit B attached hereto. In addition, Borrower shall cause Agent cease to be named as a named insured by Seller’s insurance policies or by any of its self-insurance programs and Seller shall retain all rights to control such insurance policies and self-insurance programs, including the right to exhaust, settle, release, commute, buy back or otherwise resolve disputes with respect to any of its insurance policies and self-insurance programs. The parties acknowledge that the Company and the Company Subsidiaries and the Business may be entitled to the benefit of coverage under the insurance policies required by Agent made available through Seller as described on Section 8.13 of the Seller Disclosure Schedule to the extent such policies are in existence at the Closing (the “Retained Policies”), in each case with respect to acts, facts, circumstances or omissions occurring prior to the Closing (“Pre-Closing Occurrences”). For a period of twenty (20) months after the Closing, Buyer may report to Seller any and Agent all Pre-Closing Occurrences arising in connection with the Company and the Company Subsidiaries or the Business to the applicable insurance providers to the extent permitted under the Retained Policies (“Retained Policy Claims”). Seller shall consider in good faith such Retained Policy Claims, and if in the good faith judgment of Seller the submission of such Retained Policy Claims would not be harmful to Seller or its subsidiaries or their businesses, Seller shall submit such Retained Policy Claims to the insurer; provided that, (a) Buyer shall be identified fully liable for all uninsured or self-insured amounts in each policy as follows: Fifth Third Bankrespect of any Retained Policy Claims, its successors and/or assigns as their respective interests may appear. Borrower shall provide Agent with evidence of all such insurance required hereunder. and (b) The policies of insurance Buyer agrees to be obtained and maintained reimburse Seller promptly upon request for all out-of-pocket costs or expenses incurred by Borrower under the provisions of this Mortgage shall be issued by responsible insurance carriers with a Best’s rating of no less than A/VII, licensed to do business in the State of Indiana, who are acceptable to Agent and shall be in such form and with such endorsements (including a mortgagee clause in favor of Agent), waivers and deductibles (in no event to exceed $10,000) as Agent shall designate or approve. Without limitation on the foregoing: (c) All policies shall name Borrower as the insured, and (with the exception of policies for workmen’s compensation insurance) shall name Agent as mortgagee and as an additional insured (under a standard non-contributing mortgagee protection clause, in form reasonably satisfactory to Agent, attached to such policy or policies whenever applicable, and providing, among other matters, that all insurance proceeds shall be paid to Agent). (d) All policies shall contain: (1) the agreement of the insurer to give Agent at least 30 days’ written notice prior to cancellation or expiration of or change in such policies, Seller or any Affiliate of them; (2) a waiver of subrogation rights against Agent and, if available Borrower; (3) an agreement that such policies are primary and non-contributing Seller in connection with making or pursuing any insurance that may be carried by Agent; (4) a statement that the insurance shall not be invalidated should any insured waive in writing prior to a loss any or all right of recovery against any party for loss accruing to the property described in the insurance policy; and (5) if obtainable, a provision that no act or omission of Borrower shall affect or limit the obligation of the insurance carrier to pay the amount of any loss sustained. As of the date hereof, and subject to any changes in such requirements which Agent may, in its discretion, make from time to time claim pursuant to its rights under this Section 6, each policy of property insurance hereunder shall contain a lender’s loss payable endorsement, lender clause, or other non-contributory mortgagee clause of similar form and substance acceptable to Agent in favor of Agent as a second mortgagee. (e) Concurrently herewith, Borrower shall deliver to Agent original policies or certificates with premiums prepaid evidencing the insurance required hereunder. Borrower shall procure and pay for renewals of such insurance (or shall cause the procurement and payment) from time to time before the expiration thereof, and Borrower shall deliver to Agent such original renewal policies or certificates with premiums prepaid at least 30 days before the expiration of any existing policy. (f) Borrower, for itself, and on behalf of its insurers, hereby releases and waives any right to recover against Agent on any liability for: damages for injury to or death of persons; any loss or damage to property8.13, including the property costs of filing a claim and any occupant of the Premises; any loss or damage to buildings deductibles, premium increases or other improvements comprising amounts that are or become payable by such other party or any Affiliate of such other party under the Premises; any other direct applicable insurance policies or indirect loss or damage caused by fire or other risksself-insurance programs as a result of claims made pursuant to this Section 8.13 (such costs and expenses referred to in this clause (b), which loss or damage is or “Recovery Costs”). With respect to Pre-Closing Occurrences, Seller (with respect to the Retained Policies) shall be under no obligation to continue to maintain such Retained Policies if Seller determines in good faith that the interests of Seller, its subsidiaries and its businesses would be covered better served by not continuing such policies. Notwithstanding anything in this Section 8.13 to the contrary, this Section 8.13 shall be subject in all respects to the terms of Seller’s insurance required policies, and to be carried hereunder by Borrower, or is otherwise insured; or claims arising by reason of the extent such insurance policies do not permit any of the foregoingmatters described in this Section 8.13, except to the extent caused solely by the active negligence of Agent, respectively. (g) Agent shall not, by reason of accepting, rejecting, obtaining or failing to obtain insurance, incur any liability for (a) the existence, non-existence, form, amount or legal sufficiency thereof, (b) the solvency or insolvency of any insurer, or (c) the payment of losses. All insurance required hereunder or carried by Borrower then Seller shall be procured at Borrower’s sole cost and expense. Borrower shall deliver under no obligation to Agent receipts satisfactory to Agent evidencing full prepayment of the premiums therefor, except to the extent Agent makes payments Buyer with Borrower’s deposits under Section 26 (for the periods and payments so covered by such payments). In the event of foreclosure on, or other transfer of title in lieu of foreclosure of, the Premises, all of Borrower’s interest in and to any and all insurance policies in force shall pass to Agent, or the transferee or purchaser as the case may be, and Agent is hereby irrevocably authorized to assign in Borrower’s name respect to such purchaser or transferee all such policies, which may be amended or rewritten to show the interest of such purchaser or transfereematters. (h) If the Borrower fails to procure, pay the premiums for, or deliver to the Agent any of the Policies or renewals as required herein, the Agent may elect, but shall not be obligated, to obtain such insurance and pay the premiums therefor. The Borrower shall pay to the Agent on demand any premiums so paid with interest thereon at the Default Rate set forth in the Notes, from the time of the advance for such payment by the Agent, and said advance and interest shall be part of the Debt. (i) Approval by the Agent of any policies of insurance (“Policies”) shall not be deemed a representation by the Agent as to the adequacy of coverage of such Policies or the solvency of the insurer.

Insurance Coverage. For so long as this Mortgage is in effect, Borrower shall continuously maintain insurance in accordance with the following provisions: (a) Borrower The Lessee shall obtain furnish the Lessor and maintain at all times during the term of the Loan Agent with certificates showing the insurance required by Agent pursuant to Exhibit B attached hereto. In addition, Borrower shall cause Agent under Sections 13.1 and 13.2 to be named in effect and naming the Lessor as a named additional insured under with respect to liability coverage (excluding worker's compensation insurance), naming the insurance policies Lessor and the Lessee as their interests may appear with respect to property coverage and naming the Lessor as loss payee with respect to property coverage and showing the mortgagee endorsement required by Agent and Agent Section 13.3(c) with respect to such coverage. All such insurance shall be identified at the cost and expense of the Lessee. Such certificates shall include a provision for no less than thirty (30) days' advance written notice by the insurer to the Lessor in each policy as follows: Fifth Third Bank, its successors and/or assigns as their respective interests may appear. Borrower shall provide Agent with evidence the event of all cancellation or reduction of such insurance required hereunderinsurance. (b) The policies of Lessee agrees that the insurance to be obtained and maintained by Borrower under the provisions of this Mortgage shall be issued by responsible insurance carriers with a Best’s rating of no less than A/VII, licensed to do business in the State of Indiana, who are acceptable to Agent and shall be in such form and with such endorsements (including a mortgagee clause in favor of Agent), waivers and deductibles (in no event to exceed $10,000) as Agent shall designate or approve. Without limitation on the foregoing: (c) All policies shall name Borrower as the insured, and (with the exception of policies for workmen’s compensation insurance) shall name Agent as mortgagee and as an additional insured (under a standard non-contributing mortgagee protection clause, in form reasonably satisfactory to Agent, attached to such policy or policies whenever applicable, and providing, among other matters, required by Sections 13.2 shall include an appropriate clause pursuant to which such policy shall provide that all insurance proceeds shall be paid to Agent). (d) All policies shall contain: (1) the agreement of the insurer to give Agent at least 30 days’ written notice prior to cancellation or expiration of or change in such policies, or any of them; (2) a waiver of subrogation rights against Agent and, if available Borrower; (3) an agreement that such policies are primary and non-contributing with any insurance that may be carried by Agent; (4) a statement that the insurance shall it will not be invalidated should any insured waive the Lessee waive, in writing writing, prior to a loss loss, any or all right rights of recovery against any party for loss accruing to the property described in losses covered by such policy, and that the insurance policy; in favor of the Lessor and (5) if obtainable, a provision that no its rights under and interests in said policies shall not be invalidated or reduced by any act or omission (including breach of Borrower shall affect warranty) or limit the obligation negligence of the Lessee or any other Person having any interest in any Property other than the Lessor. The Lessee hereby waives any and all such rights against the Lessor to the extent of payments made under such policies. (c) All such insurance carrier to pay shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the Lessee which is rated in Best's Insurance Guide or any loss sustained. As successor thereto (or if there be none, an organization having a similar national reputation) shall have a general policyholder rating of the date hereof, "A" and subject to any changes in such requirements which Agent may, in its discretion, make from time to time pursuant to its rights under this Section 6, each policy a financial rating of property insurance hereunder shall contain a lender’s loss payable endorsement, lender clause, at least "VIII" or other non-contributory mortgagee clause of similar form and substance be otherwise acceptable to Agent the Lessor. All insurance policies required by Section 13.2 shall include a standard form mortgagee endorsement in favor of Agent the Lessor. (d) The Lessor shall not carry separate insurance concurrent in kind or form or contributing in the event of loss with any insurance required under this Article XIII except that the Lessor may, at the Lessor's expense, carry separate liability insurance so long as (i) the Lessee's insurance is designated as primary and in no event excess or contributory to any insurance the Lessor may have in force which would apply to a second mortgageeloss covered under the Lessee's policy and (ii) each such insurance policy will not cause the Lessee's insurance required under this Article XIII to be subject to a coinsurance exception of any kind. (e) Concurrently herewithThe Lessee shall pay as they become due all premiums for the insurance required by Section 13.1 and Section 13.2, Borrower and shall renew or replace each policy prior to the expiration date thereof. Throughout the Lease Term, at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year), the Lessee shall deliver to the Lessor and the Agent original policies or certificates with premiums prepaid of insurance evidencing the that all insurance required hereunder. Borrower shall procure and pay for renewals of such insurance (or shall cause the procurement and payment) from time to time before the expiration thereof, and Borrower shall deliver to Agent such original renewal policies or certificates with premiums prepaid at least 30 days before the expiration of any existing policy. (f) Borrower, for itself, and on behalf of its insurers, hereby releases and waives any right to recover against Agent on any liability for: damages for injury to or death of persons; any loss or damage to property, including the property of any occupant of the Premises; any loss or damage to buildings or other improvements comprising the Premises; any other direct or indirect loss or damage caused by fire or other risks, which loss or damage this Article XIII is or would be covered being maintained by the insurance required to be carried hereunder by Borrower, or Lessee and is otherwise insured; or claims arising by reason of any of the foregoing, except to the extent caused solely by the active negligence of Agent, respectivelyin effect. (g) Agent shall not, by reason of accepting, rejecting, obtaining or failing to obtain insurance, incur any liability for (a) the existence, non-existence, form, amount or legal sufficiency thereof, (b) the solvency or insolvency of any insurer, or (c) the payment of losses. All insurance required hereunder or carried by Borrower shall be procured at Borrower’s sole cost and expense. Borrower shall deliver to Agent receipts satisfactory to Agent evidencing full prepayment of the premiums therefor, except to the extent Agent makes payments with Borrower’s deposits under Section 26 (for the periods and payments so covered by such payments). In the event of foreclosure on, or other transfer of title in lieu of foreclosure of, the Premises, all of Borrower’s interest in and to any and all insurance policies in force shall pass to Agent, or the transferee or purchaser as the case may be, and Agent is hereby irrevocably authorized to assign in Borrower’s name to such purchaser or transferee all such policies, which may be amended or rewritten to show the interest of such purchaser or transferee. (h) If the Borrower fails to procure, pay the premiums for, or deliver to the Agent any of the Policies or renewals as required herein, the Agent may elect, but shall not be obligated, to obtain such insurance and pay the premiums therefor. The Borrower shall pay to the Agent on demand any premiums so paid with interest thereon at the Default Rate set forth in the Notes, from the time of the advance for such payment by the Agent, and said advance and interest shall be part of the Debt. (i) Approval by the Agent of any policies of insurance (“Policies”) shall not be deemed a representation by the Agent as to the adequacy of coverage of such Policies or the solvency of the insurer.

Insurance Coverage. For so long as this Mortgage is in effect, Borrower shall continuously maintain insurance in accordance with the following provisions: (a) Borrower The Lessee shall obtain and maintain at all times during furnish the term of the Loan Lessor with certificates showing the insurance required by Agent pursuant to Exhibit B attached hereto. In addition, Borrower shall cause Agent under Sections 17.1 and 17.2 to be named in ------------- ---- effect and naming the Lessor as a named additional insured under with respect to liability coverage (excluding worker's compensation insurance), and naming the insurance policies Lessor as loss payee with respect to property coverage and showing the mortgagee endorsement required by Agent and Agent Section 17.3(c) with --------------- respect to such coverage. All such insurance shall be identified at the cost and expense of the Lessee. Such certificates shall include a provision for no less than thirty (30) days' advance written notice by the insurer to the Lessor in each policy as follows: Fifth Third Bank, its successors and/or assigns as their respective interests may appear. Borrower shall provide Agent with evidence the event of all cancellation or reduction of such insurance required hereunderinsurance. (b) The policies of Lessee agrees that the insurance to be obtained and maintained by Borrower under the provisions of this Mortgage shall be issued by responsible insurance carriers with a Best’s rating of no less than A/VII, licensed to do business in the State of Indiana, who are acceptable to Agent and shall be in such form and with such endorsements (including a mortgagee clause in favor of Agent), waivers and deductibles (in no event to exceed $10,000) as Agent shall designate or approve. Without limitation on the foregoing: (c) All policies shall name Borrower as the insured, and (with the exception of policies for workmen’s compensation insurance) shall name Agent as mortgagee and as an additional insured (under a standard non-contributing mortgagee protection clause, in form reasonably satisfactory to Agent, attached to such policy or policies whenever applicable, and providing, among other matters, required by Section 17.2 shall include appropriate clause pursuant to ------------ which such policy shall provide that all insurance proceeds shall be paid to Agent). (d) All policies shall contain: (1) the agreement of the insurer to give Agent at least 30 days’ written notice prior to cancellation or expiration of or change in such policies, or any of them; (2) a waiver of subrogation rights against Agent and, if available Borrower; (3) an agreement that such policies are primary and non-contributing with any insurance that may be carried by Agent; (4) a statement that the insurance shall it will not be invalidated should any insured waive the Lessee waive, in writing writing, prior to a loss loss, any or all right rights of recovery against any party for loss accruing to the property described in losses covered by such policy, and that the insurance policy; in favor of the Lessor and (5) if obtainable, a provision that no its rights under and interests in said policies shall not be invalidated or reduced by any act or omission of Borrower shall affect or limit the obligation negligence of the Lessee or any other Person having any interest in the Property. The Lessee hereby waives any and all such rights against the Lessor to the extent of payments made under such policies. (c) All such insurance carrier to pay shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the Lessee which is rated in Best's Insurance Guide or any loss sustained. As successor thereto (or if there be none, an organization having a similar national reputation) shall have a general policyholder rating of the date hereof, "A" and subject to any changes in such requirements which Agent may, in its discretion, make from time to time pursuant to its rights under this Section 6, each policy a financial rating of property insurance hereunder shall contain a lender’s loss payable endorsement, lender clause, at least "12" or other non-contributory mortgagee clause of similar form and substance be otherwise acceptable to Agent the Lessor. All insurance policies required by Section 17.2 shall include a ------------ standard form mortgagee endorsement in favor of Agent the Lender. (d) The Lessor may carry separate liability insurance so long as (i) the Lessee's insurance is designated as primary and in no event excess or contributory to any insurance the Lessor may have in force which would apply to a second mortgageeloss covered under the Lessee's policy and (ii) each such insurance policy will not cause the Lessee's insurance required under this Article XVII to be subject to a coinsurance ------------ exception of any kind. (e) Concurrently herewithThe Lessee shall pay as they become due all premiums for the insurance required by Section 17.1 and Section 17.2, Borrower and shall renew or ------------ ------------ replace each policy prior to the expiration date thereof. Throughout the Term, at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year), the Lessee shall deliver to Agent original policies or the Lessor certificates with premiums prepaid of insurance evidencing the that all insurance required hereunder. Borrower shall procure and pay for renewals of such insurance (or shall cause the procurement and payment) from time to time before the expiration thereof, and Borrower shall deliver to Agent such original renewal policies or certificates with premiums prepaid at least 30 days before the expiration of any existing policy. (f) Borrower, for itself, and on behalf of its insurers, hereby releases and waives any right to recover against Agent on any liability for: damages for injury to or death of persons; any loss or damage to property, including the property of any occupant of the Premises; any loss or damage to buildings or other improvements comprising the Premises; any other direct or indirect loss or damage caused by fire or other risks, which loss or damage this Article XVII is or would be covered being maintained by the insurance required to be carried hereunder by Borrower, or ------------ Lessee and is otherwise insured; or claims arising by reason of any of the foregoing, except to the extent caused solely by the active negligence of Agent, respectivelyin effect. (g) Agent shall not, by reason of accepting, rejecting, obtaining or failing to obtain insurance, incur any liability for (a) the existence, non-existence, form, amount or legal sufficiency thereof, (b) the solvency or insolvency of any insurer, or (c) the payment of losses. All insurance required hereunder or carried by Borrower shall be procured at Borrower’s sole cost and expense. Borrower shall deliver to Agent receipts satisfactory to Agent evidencing full prepayment of the premiums therefor, except to the extent Agent makes payments with Borrower’s deposits under Section 26 (for the periods and payments so covered by such payments). In the event of foreclosure on, or other transfer of title in lieu of foreclosure of, the Premises, all of Borrower’s interest in and to any and all insurance policies in force shall pass to Agent, or the transferee or purchaser as the case may be, and Agent is hereby irrevocably authorized to assign in Borrower’s name to such purchaser or transferee all such policies, which may be amended or rewritten to show the interest of such purchaser or transferee. (h) If the Borrower fails to procure, pay the premiums for, or deliver to the Agent any of the Policies or renewals as required herein, the Agent may elect, but shall not be obligated, to obtain such insurance and pay the premiums therefor. The Borrower shall pay to the Agent on demand any premiums so paid with interest thereon at the Default Rate set forth in the Notes, from the time of the advance for such payment by the Agent, and said advance and interest shall be part of the Debt. (i) Approval by the Agent of any policies of insurance (“Policies”) shall not be deemed a representation by the Agent as to the adequacy of coverage of such Policies or the solvency of the insurer.

Insurance Coverage. For so long as this Mortgage is in effectDuring the Lease Term for each Property, Borrower the Lessee shall continuously maintain cause the insurance in accordance required to be maintained by the Lessee under Section 13.1(a) or 13.1(c), to comply with the following provisions:provisions of this Section 13.2. All insurance required under Section 13.1 shall be at the sole cost and expense of the Lessee. (a) Borrower On each Acquisition Date, the Lessee shall obtain furnish the Lessor and maintain at all times during the term of the Loan Administrative Agent with certificates showing the insurance required by Agent pursuant to Exhibit B attached hereto. In addition, Borrower shall cause Agent under Section 13.1 to be named as in effect. Such certificates shall include a named insured under provision for no less than thirty (30) days' advance written notice by the insurance policies required by insurer to the Lessor and the Administrative Agent and Agent shall be identified in each policy as follows: Fifth Third Bank, its successors and/or assigns as their respective interests may appear. Borrower shall provide Agent with evidence the event of all cancellation or reduction of such insurance required hereunderinsurance. (b) The policies of Lessee agrees that the insurance to be obtained and maintained by Borrower under the provisions of this Mortgage shall be issued by responsible insurance carriers with a Best’s rating of no less than A/VII, licensed to do business in the State of Indiana, who are acceptable to Agent and shall be in such form and with such endorsements (including a mortgagee clause in favor of Agent), waivers and deductibles (in no event to exceed $10,000) as Agent shall designate or approve. Without limitation on the foregoing: (c) All policies shall name Borrower as the insured, and (with the exception of policies for workmen’s compensation insurance) shall name Agent as mortgagee and as an additional insured (under a standard non-contributing mortgagee protection clause, in form reasonably satisfactory to Agent, attached to such policy or policies whenever applicablerequired by Section 13.1(a) shall (i) name the Administrative Agent, the Lessor and providing, among other matters, that all insurance proceeds shall be paid to Agent). each Lender as additional insureds (d) All policies shall contain: (1) the agreement of the insurer to give Agent at least 30 days’ written notice prior to cancellation or expiration of or change in such policies, or any of them; (2) a waiver of subrogation rights against Agent and, if available Borrower; (3) an agreement that such policies are primary and non-contributing with including any insurance policy maintained in connection with the construction of any Modifications) and (ii) include an appropriate clause pursuant to which such policy shall provide that may be carried by Agent; (4) a statement that the insurance shall it will not be invalidated should any insured waive the Lessee waive, in writing writing, prior to a loss loss, any or all right rights of recovery against any party for loss accruing to the property described in losses covered by such policy, and that the insurance policy; in favor of the Lessor, the Administrative Agent and (5) if obtainable, a provision that no the Lenders and their respective rights under and interests in such policies shall not be invalidated or reduced by any act or omission (including breach of Borrower shall affect warranty) or limit the obligation negligence of the Lessee or any other Person having any interest in the Property. The Lessee hereby waives any and all such rights against the Lessor, the Administrative Agent and the Lenders to the extent of payments made under such policies. All insurance carrier to pay policies required by Section 13.1(c) shall name the amount of any Administrative Agent as loss sustained. As of the date hereof, and subject to any changes in such requirements which Agent may, in its discretion, make from time to time payee pursuant to its rights under this Section 6, each policy of property insurance hereunder shall contain a lender’s standard mortgagee loss payable payee endorsement, lender clause, or other non-contributory mortgagee clause of similar form and substance acceptable to Agent in favor of Agent as a second mortgagee. (ec) Concurrently herewith, Borrower All such insurance shall deliver be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies and which shall have a rating by A.M. Best's Key Rating Guide of not less than "A" and a "Financial Performance Rating" of at least "VIII" and shall be otherwise reasonably acceptable to Agent original policies or certificates with the Lenders and the Lessor. (d) The Lessee shall pay at its sole cost and expense as they become due all premiums prepaid evidencing for the insurance required hereunder. Borrower by this Article XIII, and shall procure and pay for renewals of such insurance (renew or shall cause the procurement and payment) from time replace each policy prior to time before the expiration date thereof. During the Lease Term, and Borrower shall the Lessee shall, at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year), deliver to the Lessor and the Administrative Agent such original renewal policies or certificates with premiums prepaid at least 30 days before the expiration of any existing policy. (f) Borrower, for itself, and on behalf of its insurers, hereby releases and waives any right to recover against Agent on any liability for: damages for injury to or death of persons; any loss or damage to property, including the property of any occupant of the Premises; any loss or damage to buildings or other improvements comprising the Premises; any other direct or indirect loss or damage caused insurance evidencing that all insurance required by fire or other risks, which loss or damage this Article XIII is or would be covered being maintained by the insurance required to be carried hereunder Lessee and is in effect. Such certificates shall include a provision for no less than thirty (30) days' advance written notice by Borrower, or is otherwise insured; or claims arising by reason of any of the foregoing, except insurer to the extent caused solely by Administrative Agent and the active negligence of Agent, respectively. (g) Agent shall not, by reason of accepting, rejecting, obtaining or failing to obtain insurance, incur any liability for (a) the existence, non-existence, form, amount or legal sufficiency thereof, (b) the solvency or insolvency of any insurer, or (c) the payment of losses. All insurance required hereunder or carried by Borrower shall be procured at Borrower’s sole cost and expense. Borrower shall deliver to Agent receipts satisfactory to Agent evidencing full prepayment of the premiums therefor, except to the extent Agent makes payments with Borrower’s deposits under Section 26 (for the periods and payments so covered by such payments). In Lessor in the event of foreclosure on, cancellation or other transfer of title in lieu of foreclosure of, the Premises, all of Borrower’s interest in and to any and all insurance policies in force shall pass to Agent, or the transferee or purchaser as the case may be, and Agent is hereby irrevocably authorized to assign in Borrower’s name to such purchaser or transferee all such policies, which may be amended or rewritten to show the interest material reduction of such purchaser or transferee. (h) If the Borrower fails to procure, pay the premiums for, or deliver to the Agent any of the Policies or renewals as required herein, the Agent may elect, but shall not be obligated, to obtain such insurance insurance. ▇▇▇ Research Corporation Amended and pay the premiums therefor. The Borrower shall pay to the Agent on demand any premiums so paid with interest thereon at the Default Rate set forth in the Notes, from the time of the advance for such payment by the Agent, and said advance and interest shall be part of the Debt. (i) Approval by the Agent of any policies of insurance (“Policies”) shall not be deemed a representation by the Agent as to the adequacy of coverage of such Policies or the solvency of the insurer.Restated Master Lease

Insurance Coverage. For so long NOTE: The following insurance requirements are intended to provide insurance coverage under this Agreement and each of the other service agreements being entered into between the parties hereto and their Affiliates as of the date hereof. Accordingly, to the extent any such other agreements (or other Exhibits to this Mortgage Agreement) require insurance coverage thereunder that is in effectduplicative of the insurance coverage provided for below, Borrower shall continuously maintain such insurance in accordance with the following provisions: (a) Borrower shall obtain coverage need not be duplicated under such other agreements. Property Insurance. Including Extra Expense and maintain Business Interruption: Company at all times during and at its own cost and expense shall insure WEA’s property as defined and required in this Agreement under so-called “all risk” policies of insurance, including but not limited to coverage for extended perils, earthquake, windstorm, flood, and collapse; open cargo, war risk cargo and terrorism. Company shall purchase an insurance policy that indemnifies WEA for non-physical damage to source material, if available on a commercially reasonable basis and is warranted by the term risk profile of the Loan Company. WEA’s property shall consist of and not be limited to source material, finished goods and inventory, returned stock, master recordings, digital files, DVDs, CDs and all printing and packaging material. Either dedicated policies or portfolio (blanket) coverage forms may provide the “all risk” property insurance, providing that the per occurrence limit of insurance required by Agent pursuant available with respect to Exhibit B attached hereto. In additionthe WEA property at any Company location for property damage, Borrower business interruption, and extra expense shall cause Agent to not be named as a named insured under the insurance policies required by Agent less than ** per occurrence; and Agent Terrorism for WEA Manufacturing Alsdorf shall be identified in each no less ** per occurrence. Further, the limits of insurance applicable to the extended perils and the perils of earthquake, flood and terrorism shall be an annual aggregate. The deductible on said policies shall be the sole responsibility of Company and be of no greater amount than is commercially reasonable for a company of its financial standing. These policies shall be primary to any policy as follows: Fifth Third Bankmaintained by or on behalf of WEA. WEA may, its successors and/or assigns as their respective interests may appear. Borrower shall provide Agent with evidence at any time, review the amount of all such insurance required hereunder. (b) , and may, from time to time, but in no event more than annually, require a lower or higher amount depending on the best available estimate of the aggregate exposure to loss arising from damage to WEA’s property under this Agreement. The open cargo and war risk cargo insurance policies shall provide per shipment limits of insurance to be obtained and maintained by Borrower under the provisions of this Mortgage shall be issued by responsible insurance carriers with a Best’s rating indemnity of no less than A/VII** and contain a warehouse coverage endorsement. In the event that the ** limit of insurance is not adequate to fully insure any given shipment under this Agreement, licensed Company shall purchase additional insurance to do business in cover the State full replacement cost of Indiana, who are acceptable to Agent and the shipment. The deductible on these policies shall be in such form no greater than what is commercially reasonable for an enterprise with Company’s financial standing. The deductible shall be the responsibility of Company and with such endorsements (including a mortgagee clause in favor of Agent), waivers and deductibles (in no event this coverage shall be primary to exceed $10,000) as Agent shall designate or approveany coverage maintained by WEA. Without limitation on the foregoing: (c) All policies shall name Borrower as the insuredprovide for a reimbursement value with respect to WEA’s property at replacement cost for new property of like kind and quality, with no deduction for depreciation, and (with the exception of policies for workmen’s compensation insurance) shall name Agent as mortgagee and as an additional insured (under a standard non-contributing mortgagee protection clauseinclude WEA, in form reasonably satisfactory to Agentits partners, attached to such policy or policies whenever applicableofficers, employees, and providingAffiliates as loss payees under the policies as their interest may appear, among other matters, that all insurance proceeds and shall be paid to Agent). (d) All policies shall contain: (1) the agreement of the insurer to give Agent at least 30 days’ written notice prior to cancellation or expiration of or change in such policies, or any of them; (2) a waiver of subrogation rights against Agent and, if available Borrower; (3) an agreement that such policies are primary and non-contributing with any insurance that may be carried by Agent; (4) a statement that the insurance shall not be invalidated should any insured waive in writing prior to a loss any or all right of recovery against any party for loss accruing to the property described in the insurance policy; and (5) if obtainable, a provision provide that no act or omission on the part of Borrower Company as the title insured shall affect or limit prejudice a direct claim by the obligation additional insured. All property policies shall include a waiver of subrogation in favor of WEA. Further, Company agrees to secure terms with its insurer that in the insurance carrier event that Company fails to pay premium resulting in a cancellation of coverage that WEA will be given the amount opportunity to maintain coverage for its insured property under the policy; and Company will reimburse WEA within ten (10) days of notice for the expense incurred. Public Liability Insurance: Company shall also be required to obtain and maintain comprehensive general liability insurance and a follow-form “umbrella liability” policy, providing insurance against claims for bodily injury, including death, property damage, personal and advertising injury, blanket contractual liability, broad form property damage liability, explosion, collapse and underground hazard, and products and completed operations, for such claims occurring or alleged to have occurred in the course of any loss sustained. As of the date hereofoperations or activities contemplated by this Agreement, and subject to any changes in such requirements which Agent may, in its discretion, make amounts as from time to time pursuant to its rights under this Section 6are carried by prudent owners of comparable operations, each policy of property insurance hereunder shall contain a lender’s loss payable endorsement, lender clause, or other non-contributory mortgagee clause of similar form and substance acceptable to Agent but in favor of Agent as a second mortgagee. (e) Concurrently herewith, Borrower shall deliver to Agent original policies or certificates with premiums prepaid evidencing the insurance required hereunder. Borrower shall procure and pay for renewals of such insurance (or shall cause the procurement and payment) from time to time before the expiration thereofno event less than **, and Borrower shall deliver to Agent such original renewal policies or certificates with premiums prepaid at least 30 days before covering as additional insureds all the expiration of any existing policy. (f) Borrower, WEA individuals and entities for itself, which and on behalf of its insurers, hereby releases and waives any right to recover against Agent on any liability for: damages for injury to or death of persons; any loss or damage to property, including the property of any occupant of the Premises; any loss or damage to buildings or other improvements comprising the Premises; any other direct or indirect loss or damage caused by fire or other risks, which loss or damage is or would be covered by the insurance required to be carried hereunder by Borrower, or is otherwise insured; or claims arising by reason of any of the foregoing, except to the extent caused solely by the active negligence of Agent, respectivelyit is responsible under this Agreement. (g) Agent shall not, by reason of accepting, rejecting, obtaining or failing to obtain insurance, incur any liability for (a) the existence, non-existence, form, amount or legal sufficiency thereof, (b) the solvency or insolvency of any insurer, or (c) the payment of losses. All insurance required hereunder or carried by Borrower shall be procured at Borrower’s sole cost and expense. Borrower shall deliver to Agent receipts satisfactory to Agent evidencing full prepayment of the premiums therefor, except to the extent Agent makes payments with Borrower’s deposits under Section 26 (for the periods and payments so covered by such payments). In the event of foreclosure on, or other transfer of title in lieu of foreclosure of, the Premises, all of Borrower’s interest in and to any and all insurance policies in force shall pass to Agent, or the transferee or purchaser as the case may be, and Agent is hereby irrevocably authorized to assign in Borrower’s name to such purchaser or transferee all such policies, which may be amended or rewritten to show the interest of such purchaser or transferee. (h) If the Borrower fails to procure, pay the premiums for, or deliver to the Agent any of the Policies or renewals as required herein, the Agent may elect, but shall not be obligated, to obtain such insurance and pay the premiums therefor. The Borrower shall pay to the Agent on demand any premiums so paid with interest thereon at the Default Rate set forth in the Notes, from the time of the advance for such payment by the Agent, and said advance and interest shall be part of the Debt. (i) Approval by the Agent of any policies of insurance (“Policies”) shall not be deemed a representation by the Agent as to the adequacy of coverage of such Policies or the solvency of the insurer.

Insurance Coverage. For so long as this Mortgage is in effect, Borrower shall continuously maintain insurance in accordance with the following provisions: (a) Borrower The insurance required to be obtained under Sections 17.1 and 17.2 may be subject to deductibles not greater than $25,000 for each. The Lessee shall obtain and maintain at all times during furnish the term of the Loan Lessor with certificates showing the insurance required under Sections 17.1 and 17.2 to be in effect and naming the Lessor as additional insured with respect to liability coverage (excluding worker's compensation insurance, and naming the Lessor as loss payee with respect to property coverage and showing the mortgagee endorsement required by Agent pursuant Section 17.3(c) with respect to Exhibit B attached heretosuch coverage. All such insurance shall be at the cost and expense of the Lessee. Such certificates shall include a provision for no less than thirty (30) days' advance written notice by the insurer to the Lessor in the event of cancellation or reduction of such insurance. In addition, Borrower the Lessee shall cause Agent the Lessor to be named as a named additional insured under the insurance liability policies required by Agent and Agent shall be identified in each policy as follows: Fifth Third Bank, its successors and/or assigns as their respective interests may appear. Borrower shall provide Agent maintained with evidence of all such insurance required hereunderrespect to the Construction. (b) The policies of Lessee agrees that the insurance to be obtained and maintained by Borrower under the provisions of this Mortgage shall be issued by responsible insurance carriers with a Best’s rating of no less than A/VII, licensed to do business in the State of Indiana, who are acceptable to Agent and shall be in such form and with such endorsements (including a mortgagee clause in favor of Agent), waivers and deductibles (in no event to exceed $10,000) as Agent shall designate or approve. Without limitation on the foregoing: (c) All policies shall name Borrower as the insured, and (with the exception of policies for workmen’s compensation insurance) shall name Agent as mortgagee and as an additional insured (under a standard non-contributing mortgagee protection clause, in form reasonably satisfactory to Agent, attached to such policy or policies whenever applicablerequired by Sections 17.2, and providing, among other matters, shall include an appropriate clause pursuant to which such policy shall provide that all insurance proceeds shall be paid to Agent). (d) All policies shall contain: (1) the agreement of the insurer to give Agent at least 30 days’ written notice prior to cancellation or expiration of or change in such policies, or any of them; (2) a waiver of subrogation rights against Agent and, if available Borrower; (3) an agreement that such policies are primary and non-contributing with any insurance that may be carried by Agent; (4) a statement that the insurance shall it will not be invalidated should any insured waive the Lessee waive, in writing writing, prior to a loss loss, any or all right rights of recovery against any party for loss accruing to the property described in losses covered by such policy, and that the insurance policy; in favor of the Lessor and (5) if obtainable, a provision that no its rights under and interests in said policies shall not be invalidated or reduced by any act or omission of Borrower shall affect or limit the obligation negligence of the Lessee or any other Person having any interest in the Property. The Lessee hereby waives any and all such rights against the Lessor to the extent of payments made under such policies. (c) All such insurance carrier to pay shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the Lessee which is rated in Best's Insurance Guide or any (d) The Lessor may carry separate liability insurance at its sole cost so long as (i) the Lessee's insurance is designated as primary and in no event excess or contributory to any insurance the Lessor may have in force which would apply to a loss covered under the Lessee's policy and (ii) each such insurance policy will not cause the Lessee's insurance required under this Article XVII to be subject to a coinsurance exception of any loss sustained. As of the date hereof, and subject to any changes in such requirements which Agent may, in its discretion, make from time to time pursuant to its rights under this Section 6, each policy of property insurance hereunder shall contain a lender’s loss payable endorsement, lender clause, or other non-contributory mortgagee clause of similar form and substance acceptable to Agent in favor of Agent as a second mortgageekind. (e) Concurrently herewithThe Lessee shall pay as they become due all premiums for the insurance required by Section 17.1 and Section 17.2, Borrower and shall renew or replace each policy prior to the expiration date thereof. Throughout the Term, at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year), the Lessee shall deliver to Agent original policies or the Lessor certificates with premiums prepaid of insurance evidencing the that all insurance required hereunder. Borrower shall procure and pay for renewals of such insurance (or shall cause the procurement and payment) from time to time before the expiration thereof, and Borrower shall deliver to Agent such original renewal policies or certificates with premiums prepaid at least 30 days before the expiration of any existing policy. (f) Borrower, for itself, and on behalf of its insurers, hereby releases and waives any right to recover against Agent on any liability for: damages for injury to or death of persons; any loss or damage to property, including the property of any occupant of the Premises; any loss or damage to buildings or other improvements comprising the Premises; any other direct or indirect loss or damage caused by fire or other risks, which loss or damage this Article XVII is or would be covered being maintained by the insurance required to be carried hereunder by Borrower, or Lessee and is otherwise insured; or claims arising by reason of any of the foregoing, except to the extent caused solely by the active negligence of Agent, respectivelyin effect. (g) Agent shall not, by reason of accepting, rejecting, obtaining or failing to obtain insurance, incur any liability for (a) the existence, non-existence, form, amount or legal sufficiency thereof, (b) the solvency or insolvency of any insurer, or (c) the payment of losses. All insurance required hereunder or carried by Borrower shall be procured at Borrower’s sole cost and expense. Borrower shall deliver to Agent receipts satisfactory to Agent evidencing full prepayment of the premiums therefor, except to the extent Agent makes payments with Borrower’s deposits under Section 26 (for the periods and payments so covered by such payments). In the event of foreclosure on, or other transfer of title in lieu of foreclosure of, the Premises, all of Borrower’s interest in and to any and all insurance policies in force shall pass to Agent, or the transferee or purchaser as the case may be, and Agent is hereby irrevocably authorized to assign in Borrower’s name to such purchaser or transferee all such policies, which may be amended or rewritten to show the interest of such purchaser or transferee. (h) If the Borrower fails to procure, pay the premiums for, or deliver to the Agent any of the Policies or renewals as required herein, the Agent may elect, but shall not be obligated, to obtain such insurance and pay the premiums therefor. The Borrower shall pay to the Agent on demand any premiums so paid with interest thereon at the Default Rate set forth in the Notes, from the time of the advance for such payment by the Agent, and said advance and interest shall be part of the Debt. (i) Approval by the Agent of any policies of insurance (“Policies”) shall not be deemed a representation by the Agent as to the adequacy of coverage of such Policies or the solvency of the insurer.

Insurance Coverage. For so long as this Mortgage is in effect, Borrower shall continuously maintain insurance in accordance with the following provisions: (a) Borrower Each Lessee shall obtain furnish the Administrative Agent, the Lessor and maintain at all times during the term of the Loan each Participant with certificates showing the insurance required under SECTIONS 13.1 and 13.2 to be in effect and naming the Administrative Agent and the Lessor as additional insureds with respect to liability coverage (excluding worker's compensation insurance), naming the Lenders, the Lessor and such Lessee as their interests may appear with respect to casualty coverage and naming the Administrative Agent and the Lessor as loss payees with respect to property coverage and showing the mortgagee endorsement required by Agent pursuant SECTION 13.3(c) with respect to Exhibit B attached heretosuch coverage. All such insurance shall be at the cost and expense of the Company or such Lessee. Such certificates shall include a provision for no less than thirty (30) days' advance written notice by the insurer to the Lessor in the event of cancellation or reduction of such insurance. In addition, Borrower each Lessee shall cause Agent the Administrative Agent, the Lessor and each Participant to be named as a named insured additional insureds under each liability policy maintained in connection with the insurance policies required by Agent and Agent shall be identified in each policy as follows: Fifth Third Bank, its successors and/or assigns as their respective interests may appear. Borrower shall provide Agent with evidence of all such insurance required hereunderConstruction. (b) The policies of Each Lessee agrees that the insurance to be obtained and maintained by Borrower under the provisions of this Mortgage shall be issued by responsible insurance carriers with a Best’s rating of no less than A/VII, licensed to do business in the State of Indiana, who are acceptable to Agent and shall be in such form and with such endorsements (including a mortgagee clause in favor of Agent), waivers and deductibles (in no event to exceed $10,000) as Agent shall designate or approve. Without limitation on the foregoing: (c) All policies shall name Borrower as the insured, and (with the exception of policies for workmen’s compensation insurance) shall name Agent as mortgagee and as an additional insured (under a standard non-contributing mortgagee protection clause, in form reasonably satisfactory to Agent, attached to such policy or policies whenever applicable, and providing, among other matters, required by SECTION 13.2 shall include an appropriate clause pursuant to which such policy shall provide that all insurance proceeds shall be paid to Agent). (d) All policies shall contain: (1) the agreement of the insurer to give Agent at least 30 days’ written notice prior to cancellation or expiration of or change in such policies, or any of them; (2) a waiver of subrogation rights against Agent and, if available Borrower; (3) an agreement that such policies are primary and non-contributing with any insurance that may be carried by Agent; (4) a statement that the insurance shall it will not be invalidated should any insured waive the Company or such Lessee waive, in writing writing, prior to a loss loss, any or all right rights of recovery against any party for loss accruing to the property described in losses covered by such policy, and that the insurance policy; in favor of the Administrative Agent, the Lessor, the Lenders and (5) if obtainable, a provision that no the Lessor and their respective rights under and interests in said policies shall not be invalidated or reduced by any act or omission of Borrower shall affect or limit the obligation negligence of the insurance carrier Company or such Lessee or any other Person having any interest in any Property other than the Administrative Agent, the Lenders and the Lessor. Each Lessee hereby waives any and all such rights against the Administrative Agent, the Lenders and the Lessor to pay the amount extent of any loss sustained. As of the date hereof, and subject to any changes in payments made under such requirements which Agent may, in its discretion, make from time to time pursuant to its rights under this Section 6, each policy of property insurance hereunder shall contain a lender’s loss payable endorsement, lender clause, or other non-contributory mortgagee clause of similar form and substance acceptable to Agent in favor of Agent as a second mortgageepolicies. (ec) Concurrently herewithExcept as otherwise permitted by CLAUSE (d), Borrower all such insurance shall deliver be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by any Lessee which is rated in Best's Insurance Guide or any successor thereto (or if there be none, an organization having a similar national reputation) shall have a general policyholder rating of "A" and a financial rating of at least "9" or be otherwise acceptable to Agent original policies or certificates with premiums prepaid evidencing the insurance required hereunder. Borrower shall procure Lenders and pay for renewals the Lessor (provided that if the general policyholder rating of such insurer falls below "A" or the financial rating falls below "9" Lessee shall replace such insurance (or shall cause the procurement and payment) from time to time before the expiration thereof, and Borrower shall deliver to Agent such original renewal policies or certificates policy with premiums prepaid a policy issued by an insurer rated at least 30 "A" and "9" within 180 days before the expiration of any existing policy. (f) Borrower, for itself, and on behalf of its insurers, hereby releases and waives any right to recover against Agent on any liability for: damages for injury to or death of persons; any loss or damage to property, including the property of any occupant of the Premises; any loss or damage to buildings or other improvements comprising the Premises; any other direct or indirect loss or damage caused by fire or other risks, which loss or damage is or would be covered by the insurance required to be carried hereunder by Borrower, or is otherwise insured; or claims arising by reason of any of the foregoing, except to the extent caused solely by the active negligence of Agent, respectively. (g) Agent shall not, by reason of accepting, rejecting, obtaining or failing to obtain insurance, incur any liability for (a) the existence, non-existence, form, amount or legal sufficiency thereof, (b) the solvency or insolvency of any insurer, or (c) the payment of losses. All insurance required hereunder or carried by Borrower shall be procured at Borrower’s sole cost and expense. Borrower shall deliver to Agent receipts satisfactory to Agent evidencing full prepayment of the premiums therefor, except to the extent Agent makes payments with Borrower’s deposits under Section 26 (for the periods and payments so covered by such payments). In the event of foreclosure on, or other transfer of title in lieu of foreclosure of, the Premises, all of Borrower’s interest in and to any and all insurance policies in force shall pass to Agent, or the transferee or purchaser as the case may be, and Agent is hereby irrevocably authorized to assign in Borrower’s name to such purchaser or transferee all such policies, which may be amended or rewritten to show the interest of such purchaser or transferee. (h) If the Borrower fails to procure, pay the premiums for, or deliver to the Agent any of the Policies or renewals as required herein, the Agent may elect, but shall not be obligated, to obtain such insurance and pay the premiums therefor. The Borrower shall pay to the Agent on demand any premiums so paid with interest thereon at the Default Rate set forth in the Notes, from the time of the advance for such payment by the Agent, and said advance and interest shall be part of the Debt. (i) Approval by the Agent of any policies of insurance (“Policies”) shall not be deemed a representation by the Agent as to the adequacy of coverage of such Policies or the solvency of the insurer.Master Lease

Insurance Coverage. For so long as this Mortgage is in effect, Borrower shall continuously maintain insurance in accordance with the following provisions: (a) Borrower Upon request the Lessee shall obtain furnish the Lessor and maintain at all times during the term of the Loan Collateral Agent with certificates showing the insurance required under Sections 17.1 and 17.2 to be in effect and naming the Lessor, the Receivable Purchaser, the Conduits and the Liquidity Providers as additional insureds with respect to liability coverage (excluding worker's compensation insurance), and naming the Collateral Agent as loss payee with respect to property coverage and showing the mortgagee endorsement required by Agent pursuant Section 17.3(c) with respect to Exhibit B attached heretosuch coverage. All such insurance shall be at the sole cost and expense of the Lessee and shall be maintained with respect to each Leased Asset from the Acquisition Date thereof through the Expiration Date therefor. Such certificates shall include a provision for no less than ten (10) days' advance written notice by the insurer to the Lessor in the event of cancellation or reduction of such insurance. In addition, Borrower the Lessee shall cause Agent the Lessor, the Receivable Purchaser, the Conduits and the Liquidity Providers to be named as a named insured additional insureds under the insurance liability policies required by Agent and Agent shall be identified in maintained with respect to the Construction for each policy as follows: Fifth Third Bank, its successors and/or assigns as their respective interests may appear. Borrower shall provide Agent with evidence of all such insurance required hereunderProperty. (b) The policies of Lessee agrees that the insurance to be obtained and maintained by Borrower under the provisions of this Mortgage shall be issued by responsible insurance carriers with a Best’s rating of no less than A/VII, licensed to do business in the State of Indiana, who are acceptable to Agent and shall be in such form and with such endorsements (including a mortgagee clause in favor of Agent), waivers and deductibles (in no event to exceed $10,000) as Agent shall designate or approve. Without limitation on the foregoing: (c) All policies shall name Borrower as the insured, and (with the exception of policies for workmen’s compensation insurance) shall name Agent as mortgagee and as an additional insured (under a standard non-contributing mortgagee protection clause, in form reasonably satisfactory to Agent, attached to such policy or policies whenever applicablerequired by Sections 17.1 and 17.2, and providing, among other matters, shall include an appropriate clause pursuant to which such policy shall provide that all insurance proceeds shall be paid to Agent). (d) All policies shall contain: (1) the agreement of the insurer to give Agent at least 30 days’ written notice prior to cancellation or expiration of or change in such policies, or any of them; (2) a waiver of subrogation rights against Agent and, if available Borrower; (3) an agreement that such policies are primary and non-contributing with any insurance that may be carried by Agent; (4) a statement that the insurance shall it will not be invalidated should any insured waive the Lessee waive, in writing writing, prior to a loss loss, any or all right rights of recovery against any party for loss accruing to the property described in losses covered by such policy, and that the insurance policy; in favor of the Lessor and (5) if obtainable, a provision that no the other additional insureds and their rights under and interests in said policies shall not be invalidated or reduced by any act or omission of Borrower shall affect or limit the obligation negligence of the Lessee or any other Person having any interest in any Leased Asset. The Lessee and the Lessor each hereby waives any and all rights against the other for loss or damage to or loss of use of its property to the extent of payments made under its property insurance carrier so long as such waiver shall not affect its rights to pay recover under such insurance. (c) Except as otherwise permitted by clause (d), all such insurance shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the Lessee which is rated in Best's Insurance Guide or any loss sustained. As successor thereto (or if there be none, an organization having a similar national reputation) shall have a general policyholder rating of the date hereof, "A" and subject to any changes in such requirements which Agent may, in its discretion, make from time to time pursuant to its rights under this Section 6, each policy a financial rating of property insurance hereunder shall contain a lender’s loss payable endorsement, lender clause, at least "VIII" or other non-contributory mortgagee clause of similar form and substance be otherwise acceptable to Agent the Lessor. All insurance policies required by Section 17.2 shall include a standard form mortgagee endorsement in favor of Agent the Lessor. (d) The Lessor shall not carry separate insurance concurrent in kind or form or contributing in the event of loss with any insurance required under this Article XVII except that the Lessor may carry separate liability insurance so long as (i) the Lessee's insurance is designated as primary and in no event excess or contributory to any insurance the Lessor may have in force which would apply to a second mortgageeloss covered under the Lessee's policy and (ii) each such insurance policy will not cause the Lessee's insurance required under this Article XVII to be subject to a coinsurance exception of any kind. Each policy maintained by the Lessee shall specifically provide that the policy shall be considered primary insurance which shall apply to any loss or claim before any contribution by any insurance which the Lessor may have in force. (e) Concurrently herewithThe Lessee shall pay as they become due all premiums for the insurance required by Section 17.1 and Section 17.2, Borrower and shall renew or replace each policy prior to the expiration date thereof. Throughout the Base Term for any Leased Asset, at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year), the Lessee shall deliver to the Lessor and the Collateral Agent original policies or certificates with premiums prepaid of insurance evidencing the that all insurance required hereunder. Borrower shall procure by this Article XVII with respect to such Leased Asset is being maintained by the Lessee and pay for renewals of such insurance (or shall cause the procurement and payment) from time to time before the expiration thereof, and Borrower shall deliver to Agent such original renewal policies or certificates with premiums prepaid at least 30 days before the expiration of any existing policyis in effect. (f) Borrower, for itself, and on behalf All insurance proceeds in respect of its insurers, hereby releases and waives any right to recover against Agent on any liability for: damages for injury to or death of persons; any property damage loss or damage occurrence for which the proceeds related thereto are (i) less than or equal to propertythe Threshold Amount, including in the property of any occupant absence of the Premises; any loss occurrence and continuance of a Default or damage Event of Default, shall be adjusted by and paid to buildings the Lessee for application toward the reconstruction, repair or other improvements comprising refurbishment of the Premises; any other direct or indirect loss or damage caused by fire or other risksapplicable Leased Asset and (ii) greater than the Threshold Amount, which loss or damage is or would shall be covered adjusted jointly by the insurance required to Lessee, the Lessor and the Collateral Agent (unless a Default or Event of Default has occurred and is continuing, in which case such proceeds shall be carried hereunder by Borrower, or is otherwise insured; or claims arising by reason of any of the foregoing, except to the extent caused adjusted solely by the active negligence of Collateral Agent, respectively. (g) Agent shall not, by reason of accepting, rejecting, obtaining or failing to obtain insurance, incur any liability for (a) the existence, non-existence, form, amount or legal sufficiency thereof, (b) the solvency or insolvency of any insurer, or (c) the payment of losses. All insurance required hereunder or carried by Borrower shall be procured at Borrower’s sole cost and expense. Borrower shall deliver to Agent receipts satisfactory to Agent evidencing full prepayment of the premiums therefor, except to the extent Agent makes payments with Borrower’s deposits under Section 26 (for the periods and payments so covered by such payments). In the event of foreclosure on, or other transfer of title in lieu of foreclosure of, the Premises, all of Borrower’s interest in and to any and all insurance policies in force shall pass to Agent, or the transferee or purchaser as the case may be, and Agent is hereby irrevocably authorized to assign in Borrower’s name to such purchaser or transferee all such policies, which may be amended or rewritten to show the interest of such purchaser or transferee. (h) If the Borrower fails to procure, pay the premiums for, or deliver to the Agent any of the Policies or renewals as required herein, the Agent may elect, but shall not be obligated, to obtain such insurance and pay the premiums therefor. The Borrower shall pay to the Agent on demand any premiums so paid with interest thereon at the Default Rate set forth in the Notes, from the time of the advance for such payment held by the Agent, and said advance and interest shall be part of the DebtCollateral Agent for application in accordance with Article XVIII hereof. (i) Approval by the Agent of any policies of insurance (“Policies”) shall not be deemed a representation by the Agent as to the adequacy of coverage of such Policies or the solvency of the insurer.

Insurance Coverage. For so long as this Mortgage is in effect, Borrower shall continuously maintain insurance in accordance with the following provisions: (a) Borrower Lessee shall obtain furnish the Lessor and maintain at all times during the term of the Loan Administrative Agent with certificates showing the insurance required by Agent pursuant to Exhibit B attached hereto. In addition, Borrower shall cause Agent under Section 13.1 to be named in effect and naming the Lessor, the Administrative Agent and each Purchaser as a named insured under additional insureds with respect to liability coverage (excluding worker’s compensation insurance), naming the insurance policies Lessor, the Administrative Agent and the Purchasers and Lessee as their interests may appear with respect to casualty coverage and naming the Lessor as loss payee with respect to casualty Tandem Health Care of Ohio, Inc. Master Lease coverage and showing the mortgagee endorsement required by Agent and Agent Section 13.3(c) with respect to such coverage. All insurance required under Section 13.1 shall be identified at the cost and expense of Lessee. Such certificates shall include a provision for no less than thirty (30) days’ advance written notice by the insurer to the Lessor and the Administrative Agent in each policy as follows: Fifth Third Bank, its successors and/or assigns as their respective interests may appear. Borrower shall provide Agent with evidence the event of all cancellation or reduction in the coverage provided by such insurance required hereunderinsurance. (b) The policies of Lessee agrees that the insurance to be obtained and maintained by Borrower under the provisions of this Mortgage shall be issued by responsible insurance carriers with a Best’s rating of no less than A/VII, licensed to do business in the State of Indiana, who are acceptable to Agent and shall be in such form and with such endorsements (including a mortgagee clause in favor of Agent), waivers and deductibles (in no event to exceed $10,000) as Agent shall designate or approve. Without limitation on the foregoing: (c) All policies shall name Borrower as the insured, and (with the exception of policies for workmen’s compensation insurance) shall name Agent as mortgagee and as an additional insured (under a standard non-contributing mortgagee protection clause, in form reasonably satisfactory to Agent, attached to such policy or policies whenever applicable, and providing, among other matters, that all insurance proceeds required by Section 13.1 (a) shall be paid to Agent). include (d) All policies shall contain: (1) the agreement of the insurer to give Agent at least 30 days’ written notice prior to cancellation or expiration of or change in such policies, or any of them; (2) a waiver of subrogation rights against Agent and, if available Borrower; (3i) an agreement appropriate clause pursuant to which such policy shall provide that such policies are primary and non-contributing with any insurance that may be carried by Agent; (4) a statement that the insurance shall it will not be invalidated should any insured waive the Lessee waive, in writing writing, prior to a loss loss, any or all right rights of recovery against any party for loss accruing to the property described in losses covered by such policy, and that the insurance policy; in favor of the Lessor, the Administrative Agent and (5) if obtainable, a provision that no the Purchasers and their respective rights under and interests in such policies shall not be invalidated or reduced by any act or omission (including breach of Borrower shall affect warranty) or limit the obligation negligence of the Lessee or any other Person having any interest in the Property other than the Lessor and the Purchasers to the extent permitted by law and (ii) a so-called “waiver of subrogation clause”. The Lessee hereby waives any and all such rights against the Lessor and the Purchasers to the extent of payments made under such policies. (c) All such insurance carrier to pay shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by Lessee which is rated in Best’s Insurance Guide or any loss sustained. As successor thereto (or if there be none, an organization having a similar national reputation) shall have a general policyholder rating of the date hereof, “A-” and subject to any changes in such requirements which Agent may, in its discretion, make from time to time pursuant to its rights under this Section 6, each policy a financial size rating of property insurance hereunder shall contain a lender’s loss payable endorsement, lender clause, at least “VII” or other non-contributory mortgagee clause of similar form and substance be otherwise acceptable to Agent the Purchasers and the Lessor. All insurance policies required by Section 13.1(c) shall include a standard form mortgagee endorsement in favor of the Lessor, the Administrative Agent and the Purchasers. (d) The Lessor shall not carry separate insurance concurrent in kind or form or contributing in the event of loss with any insurance required under this Article XIII except that the Lessor may, at such party’s expense, carry separate liability insurance so long as (i) the Lessee’s insurance is designated as primary and in no event excess or contributory to any insurance such party may have in force which would apply to a second mortgageeloss covered under the Lessee’s policy and (ii) each such insurance policy will not cause Lessee’s insurance required under this Article XIII to be subject to a coinsurance exception of any kind. (e) Concurrently herewithThe Lessee shall pay as they become due all premiums for the insurance required by Section 13.1 and shall renew or replace each policy prior to the expiration date thereof. Throughout the Lease Term, Borrower at the time each of the Lessee’s insurance policies is renewed (but in no event less frequently than once each year), the Lessee shall deliver to the Lessor and the Administrative Agent original policies or certificates with premiums prepaid of insurance evidencing the that all insurance required hereunder. Borrower shall procure and pay for renewals of such insurance (or shall cause the procurement and payment) from time to time before the expiration thereof, and Borrower shall deliver to Agent such original renewal policies or certificates with premiums prepaid at least 30 days before the expiration of any existing policy. (f) Borrower, for itself, and on behalf of its insurers, hereby releases and waives any right to recover against Agent on any liability for: damages for injury to or death of persons; any loss or damage to property, including the property of any occupant of the Premises; any loss or damage to buildings or other improvements comprising the Premises; any other direct or indirect loss or damage caused by fire or other risks, which loss or damage this Article XIII is or would be covered being maintained by the insurance required to be carried hereunder by BorrowerLessee and is in effect. Tandem Health Care of Ohio, or is otherwise insuredInc. Master Lease Article XIV Casualty and Condemnation; or claims arising by reason of any of the foregoing, except to the extent caused solely by the active negligence of Agent, respectively. (g) Agent shall not, by reason of accepting, rejecting, obtaining or failing to obtain insurance, incur any liability for (a) the existence, non-existence, form, amount or legal sufficiency thereof, (b) the solvency or insolvency of any insurer, or (c) the payment of losses. All insurance required hereunder or carried by Borrower shall be procured at Borrower’s sole cost and expense. Borrower shall deliver to Agent receipts satisfactory to Agent evidencing full prepayment of the premiums therefor, except to the extent Agent makes payments with Borrower’s deposits under Section 26 (for the periods and payments so covered by such payments). In the event of foreclosure on, or other transfer of title in lieu of foreclosure of, the Premises, all of Borrower’s interest in and to any and all insurance policies in force shall pass to Agent, or the transferee or purchaser as the case may be, and Agent is hereby irrevocably authorized to assign in Borrower’s name to such purchaser or transferee all such policies, which may be amended or rewritten to show the interest of such purchaser or transferee. (h) If the Borrower fails to procure, pay the premiums for, or deliver to the Agent any of the Policies or renewals as required herein, the Agent may elect, but shall not be obligated, to obtain such insurance and pay the premiums therefor. The Borrower shall pay to the Agent on demand any premiums so paid with interest thereon at the Default Rate set forth in the Notes, from the time of the advance for such payment by the Agent, and said advance and interest shall be part of the Debt. (i) Approval by the Agent of any policies of insurance (“Policies”) shall not be deemed a representation by the Agent as to the adequacy of coverage of such Policies or the solvency of the insurer.Environmental Matters

Insurance Coverage. For so long as this Mortgage is in effect, Borrower shall continuously maintain insurance in accordance with the following provisions: (a) Borrower The Lessee shall obtain furnish the Lessor, the Certificate Purchaser and maintain at all times during the term of the Loan Lenders with certificates showing the insurance required under Sections 13.1 and 13.2 to be in effect and naming the Lessor, Trust Company, the Certificate Purchaser and the Lenders as additional insureds with respect to liability coverage (excluding worker's compensation insurance), naming the Lenders, the Lessor, the Certificate Purchaser and the Lessee as their interests may appear with respect to casualty coverage and naming the Lenders as loss payee with respect to casualty coverage and showing the mortgagee endorsement required by Agent pursuant Section 13.3(c) with respect to Exhibit B attached heretosuch coverage. All such insurance shall be maintained at the cost and expense of the Lessee, except that during the Interim Term such insurance shall be maintained at the cost and expense of the Lessor. Such certificates shall include a provision for no less than thirty (30) days' advance written notice by the insurer to the Lessor and the Lenders in the event of cancellation or reduction of such insurance. In addition, Borrower the Lessee shall cause Agent the Lessor, the Trust Company, the Certificate Purchaser and the Lenders as additional insureds under all liability policies maintained with respect to be named as a named insured under the insurance policies required by Agent and Agent shall be identified in each policy as follows: Fifth Third Bank, its successors and/or assigns as their respective interests may appear. Borrower shall provide Agent with evidence of all such insurance required hereunderConstruction. (b) The policies of Lessee agrees that the insurance to be obtained and maintained by Borrower under the provisions of this Mortgage shall be issued by responsible insurance carriers with a Best’s rating of no less than A/VII, licensed to do business in the State of Indiana, who are acceptable to Agent and shall be in such form and with such endorsements (including a mortgagee clause in favor of Agent), waivers and deductibles (in no event to exceed $10,000) as Agent shall designate or approve. Without limitation on the foregoing: (c) All policies shall name Borrower as the insured, and (with the exception of policies for workmen’s compensation insurance) shall name Agent as mortgagee and as an additional insured (under a standard non-contributing mortgagee protection clause, in form reasonably satisfactory to Agent, attached to such policy or policies whenever applicablerequired by Section 13.2, and providing, among other matters, shall include an appropriate clause pursuant to which such policy shall provide that all insurance proceeds shall be paid to Agent). (d) All policies shall contain: (1) the agreement of the insurer to give Agent at least 30 days’ written notice prior to cancellation or expiration of or change in such policies, or any of them; (2) a waiver of subrogation rights against Agent and, if available Borrower; (3) an agreement that such policies are primary and non-contributing with any insurance that may be carried by Agent; (4) a statement that the insurance shall it will not be invalidated should any insured waive the Lessee waive, in writing writing, prior to a loss loss, any or all right rights of recovery against any party for loss accruing to the property described in losses covered by such policy, and that the insurance policy; in favor of the Lessor, Trust Company, the Certificate Purchaser and (5) if obtainable, a provision that no the Lenders and their respective rights under and interests in said policies shall not be invalidated or reduced by any act or omission of Borrower shall affect or limit the obligation negligence of the Lessee or any other Person having any interest in the Property. The Lessee hereby waives any and all such rights against the Lessor, Trust Company, the Certificate Purchaser and the Lenders to the extent of payments made under such policies. (c) Except as otherwise permitted by clause (d), all such insurance carrier to pay shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of any loss sustainedinsurance being provided by such companies. As Any insurance company selected by the Lessee shall have a general policyholder rating of the date hereof, "A" and subject to any changes in such requirements which Agent may, in its discretion, make from time to time pursuant to its rights under this Section 6, each policy a financial rating of property insurance hereunder shall contain a lender’s loss payable endorsement, lender clause, at least "12" or other non-contributory mortgagee clause of similar form and substance (if not so rated) be otherwise reasonably acceptable to Agent the Lenders and the Certificate Purchaser. All insurance policies required by Section 13.2 shall include a standard form mortgagee endorsement in favor of Agent as the Lenders. (d) The Lessee may meet the requirements of this Article XIII with respect to liability and worker's compensation insurance through one or more policies covering more than one location of Lessee. Except during the Interim Term, the Lessee may meet the requirements of this Article XIII with respect to worker's compensation insurance through a second mortgageeself-insurance program of the Lessee and its Affiliates. (e) Concurrently herewith, Borrower The Lessor shall deliver to Agent original policies not carry separate insurance concurrent in kind or certificates form or contributing in the event of loss with premiums prepaid evidencing the any insurance required hereunder. Borrower shall procure under this Article XIII except that the Lessor may carry separate liability insurance so long as (i) the Lessee's insurance is designated as primary and pay for renewals of in no event excess or contributory to any insurance the Lessor may have in force which would apply to a loss covered under the Lessee's policy and (ii) each such insurance (or shall policy will not cause the procurement and payment) from time Lessee's insurance required under this Article XIII to time before the expiration thereof, and Borrower shall deliver be subject to Agent such original renewal policies or certificates with premiums prepaid at least 30 days before the expiration a coinsurance exception of any existing policykind. (f) BorrowerExcept during the Interim Term, the Lessee shall pay as they become due all premiums for itself, and on behalf of its insurers, hereby releases and waives any right to recover against Agent on any liability for: damages for injury to or death of persons; any loss or damage to property, including the property of any occupant of the Premises; any loss or damage to buildings or other improvements comprising the Premises; any other direct or indirect loss or damage caused by fire or other risks, which loss or damage is or would be covered by the insurance required by Section 13.1 and Section 13.2, and shall renew or replace each policy prior to be carried hereunder by Borrowerthe expiration date thereof. Throughout the Term, or is otherwise insured; or claims arising by reason of any at the time each of the foregoingLessee's insurance policies is renewed (but in no event less frequently than once each year), except the Lessee shall deliver to the extent caused solely Lessor, the Certificate Purchaser and the Lenders certificates of insurance evidencing that all insurance required by this Article XIII is being maintained by the active negligence of Agent, respectivelyLessee and is in effect. (g) Agent The Lessee agrees that notwithstanding anything to the contrary in this Article XIII, during the Interim Term, the insurance policy or policies required by Section 13.1 and 13.2 shall notnot (i) be funded by a program of self-insurance (or any similar funding mechanism), by reason of accepting, rejecting, obtaining and (ii) carry any deductible or failing to obtain insurance, incur any liability for (a) the existence, nonsimilar co-existence, form, amount or legal sufficiency thereof, (b) the solvency or insolvency payment of any insurerkind in excess of $1,000. During the Interim Term, or the amount of any deductibles permitted under this clause (cg) the payment of losses. All insurance required hereunder or carried by Borrower shall be procured at Borrower’s sole cost and expense. Borrower shall deliver to Agent receipts satisfactory to Agent evidencing full prepayment of the premiums therefor, except paid through Advances to the extent Agent makes payments with Borrower’s deposits available under Section 26 (for the periods and payments so covered by such payments). In the event of foreclosure onApproved Construction Budget, or other transfer of title in lieu of foreclosure of, the Premises, all of Borrower’s interest in and to any and all insurance policies in force shall pass to Agent, or the transferee or purchaser as the case may be, and Agent is hereby irrevocably authorized to assign in Borrower’s name to such purchaser or transferee all such policies, which may be amended or rewritten to show the interest of such purchaser or transferee. (h) If the Borrower fails to procure, pay the premiums for, or deliver including contingencies listed therein to the Agent any of the Policies or renewals as required herein, the Agent may elect, but shall extent not be obligated, to obtain such insurance and pay the premiums therefor. The Borrower shall pay to the Agent on demand any premiums so paid with interest thereon at the Default Rate set forth in the Notes, from the time of the advance for such payment by the Agent, and said advance and interest shall be part of the Debtpreviously utilized. (i) Approval by the Agent of any policies of insurance (“Policies”) shall not be deemed a representation by the Agent as to the adequacy of coverage of such Policies or the solvency of the insurer.

Insurance Coverage. For so long as this Mortgage is in effect, Borrower shall continuously maintain insurance in accordance with the following provisions: (a) Borrower shall obtain and maintain at all times during the term of the Loan the The insurance required by Agent pursuant to Exhibit B attached hereto. In additionunder Sections 17.1 and 17.2 shall name the Lessor, Borrower shall cause Agent to be named as a named insured under the insurance policies required by Agent, the Collateral Agent and the Lenders as additional insureds with respect to liability coverage (excluding worker's compensation insurance) and name the Collateral Agent as loss payee with respect to property coverage. All such insurance and any deductibles payable under such insurance shall be identified in at the sole cost and expense of Lessee and shall be maintained with respect to each policy as follows: Fifth Third Bank, its successors and/or assigns as their respective interests may appearLeased Asset from the Base Date thereof through the Expiration Date therefor. Borrower shall provide Agent with evidence of all such The insurance required hereunderunder Sections 17.1 and 17.2 shall include a provision for no less than thirty (30) days' advance written notice (or ten (10) days' notice for non-payment of premium) by the insurer to the Lessor and the Collateral Agent in the event of cancellation or reduction of such insurance. All insurance provided to the Lessor and additional insureds shall be considered primary and not excess or contributing with any insurance or self-insurance maintained by the Lessor or additional insureds. (b) The policies of Lessee agrees that the insurance to be obtained and maintained by Borrower under the provisions of this Mortgage shall be issued by responsible insurance carriers with a Best’s rating of no less than A/VII, licensed to do business in the State of Indiana, who are acceptable to Agent and shall be in such form and with such endorsements (including a mortgagee clause in favor of Agent), waivers and deductibles (in no event to exceed $10,000) as Agent shall designate or approve. Without limitation on the foregoing: (c) All policies shall name Borrower as the insured, and (with the exception of policies for workmen’s compensation insurance) shall name Agent as mortgagee and as an additional insured (under a standard non-contributing mortgagee protection clause, in form reasonably satisfactory to Agent, attached to such policy or policies whenever applicablerequired by Sections 17.1 and 17.2, and providing, among other matters, shall include an appropriate clause pursuant to which such policy shall provide that all insurance proceeds shall be paid to Agent). (d) All policies shall contain: (1) the agreement rights of the insurer to give Agent at least 30 days’ written notice prior to cancellation or expiration of or change in such policies, or any of them; (2) a waiver of subrogation rights against Agent and, if available Borrower; (3) an agreement that such policies are primary and non-contributing with any insurance that may be carried by Agent; (4) a statement that the insurance shall Lessor will not be invalidated should any insured waive Lessee waive, in writing writing, prior to a loss loss, any or all right rights of recovery against any party for loss accruing losses covered by such policy. The insurance required to be maintained by the property described in the insurance policy; Lessee under Sections 17.1 and (5) if obtainable, 17.2 shall include a provision clause which provides that no it shall not be invalidated or reduced by any act or omission or negligence of Borrower shall affect Lessee or limit any other Person having any interest in any Leased Asset. The Lessee and the obligation of the insurance carrier to pay the amount of any loss sustained. As of the date hereof, and subject to any changes in such requirements which Agent may, in its discretion, make from time to time pursuant to its rights under this Section 6, Lessor each policy of property insurance hereunder shall contain a lender’s loss payable endorsement, lender clause, or other non-contributory mortgagee clause of similar form and substance acceptable to Agent in favor of Agent as a second mortgagee. (e) Concurrently herewith, Borrower shall deliver to Agent original policies or certificates with premiums prepaid evidencing the insurance required hereunder. Borrower shall procure and pay for renewals of such insurance (or shall cause the procurement and payment) from time to time before the expiration thereof, and Borrower shall deliver to Agent such original renewal policies or certificates with premiums prepaid at least 30 days before the expiration of any existing policy. (f) Borrower, for itself, and on behalf of its insurers, hereby releases and waives any right to recover and all rights against Agent on any liability for: damages the other for injury to or death of persons; any loss or damage to propertyor loss of use of its property to the extent of payments made under its property insurance so long as such waiver shall not affect its rights to recover under such insurance. (c) Except as otherwise permitted by clause (d), including the property of any occupant of the Premises; any loss or damage to buildings or other improvements comprising the Premises; any other direct or indirect loss or damage caused by fire or other risks, which loss or damage is or would be covered by the all such insurance required to be carried maintained hereunder shall be written by Borrower, or is reputable insurance companies licensed to write and issue insurance coverage in the jurisdiction where the Leased Assets are located and otherwise insured; or claims arising reasonably acceptable to the Lessor. All insurance policies required by reason of any Section 17.2 shall include a multi-insured clause in form and substance satisfactory to the Lessor. Without limiting the generality of the foregoing, except each insurance company writing the insurance coverages required hereunder shall have a general policyholder rating of "A" or better and a financial rating of "VIII" or better as published in the current A.M. Best Insurance Rating Guide; provided that if any such insurance company's general policyholder rating shall be downgraded below "A" by A.M. Best and, at the time of such downgrade, due to industry-wide changes in the insurance market, it is not commercially practicable, in the Lessor's reasonable judgment, for the Lessee to obtain insurance coverages from an insurance company with an "A" rating, then (i) the Lessor and the Lessee shall negotiate in good faith to determine a new rating or other standard to be used in this provision that is acceptable to the extent caused solely Lessor and the Lessee, so long as the Majority Lenders consent thereto and (ii) during such negotiations, the Lessee shall not be required to obtain insurance coverages from an insurance company with an "A" rating; provided, further that the Lessee shall not be permitted to obtain or maintain insurance coverages from an insurance company with a rating that is lower than "A-" by the active negligence of Agent, respectivelyA.M. Best. (gd) Agent The Lessor shall not, by reason of accepting, rejecting, obtaining not carry separate insurance concurrent in kind or failing to obtain insurance, incur any liability for (a) the existence, non-existence, form, amount form or legal sufficiency thereof, (b) the solvency or insolvency of any insurer, or (c) the payment of losses. All insurance required hereunder or carried by Borrower shall be procured at Borrower’s sole cost and expense. Borrower shall deliver to Agent receipts satisfactory to Agent evidencing full prepayment of the premiums therefor, except to the extent Agent makes payments with Borrower’s deposits under Section 26 (for the periods and payments so covered by such payments). In contributing in the event of foreclosure on, or other transfer of title in lieu of foreclosure of, loss with respect to a Leased Asset with any insurance required under this Article XVII except that the Premises, all of Borrower’s interest in and to any and all Lessor may carry separate liability insurance policies in force shall pass to Agent, or the transferee or purchaser so long as the case may be, and Agent is hereby irrevocably authorized to assign in Borrower’s name to such purchaser or transferee all such policies, which may be amended or rewritten to show the interest of such purchaser or transferee. (h) If the Borrower fails to procure, pay the premiums for, or deliver to the Agent any of the Policies or renewals as required herein, the Agent may elect, but shall not be obligated, to obtain such insurance and pay the premiums therefor. The Borrower shall pay to the Agent on demand any premiums so paid with interest thereon at the Default Rate set forth in the Notes, from the time of the advance for such payment by the Agent, and said advance and interest shall be part of the Debt. (i) Approval by Lessee's insurance is designated as primary and in no event excess or contributory to any insurance the Agent Lessor may have in force which would apply to a loss covered under Lessee's policy and (ii) each such insurance policy will not cause the Lessee's insurance required under this Article XVII to be subject to a coinsurance exception of any policies of kind. Each policy maintained by Lessee under this Article XVII shall specifically provide that the policy shall be considered primary insurance (“Policies”) which shall not be deemed a representation apply to any loss or claim before any contribution by any insurance which the Agent as to the adequacy of coverage of such Policies or the solvency of the insurerLessor may have in force.

Insurance Coverage. For so long as this Mortgage is in effectthe Obligations are outstanding, Borrower shall continuously maintain insurance in accordance with the following provisions: (a) At its own cost, Borrower shall obtain and maintain at all times during the term of the Loan the insurance Policies required by Administrative Agent pursuant to Exhibit B attached hereto. In addition, Borrower shall cause Agent to be named as a named insured under the insurance policies required by Agent and Agent shall be identified in each policy as follows: Fifth Third Bank, its successors and/or assigns as their respective interests may appear. Borrower shall provide Administrative Agent with evidence of all such insurance required hereunder. (b) The policies of insurance Policies to be obtained and maintained by Borrower under the provisions of this Mortgage Agreement shall be issued by responsible insurance carriers with a an A.M. Best’s rating of no less than A/VII, licensed to do business in each state in which the State of IndianaProperty is located, who are acceptable to Administrative Agent and shall be in such form and with such endorsements (including a mortgagee clause in favor of Agent)endorsements, waivers and deductibles (in no event to exceed $10,00025,000.00 per occurrence) as Administrative Agent shall designate or approve. Without limitation on the foregoing: (ci) All policies Policies shall name Borrower as the insured, and (with the exception of policies for workmen’s compensation insurance) . The Policies shall name each list Administrative Agent as mortgagee mortgagee, lender loss payable and as an additional insured (under a standard non-contributing non‑contributing mortgagee protection clause, in form reasonably satisfactory to Administrative Agent, attached to such policy Policy or policies Policies whenever applicable, and providing, among other matters, that all insurance proceeds Insurance Proceeds (as hereinafter defined) shall be paid to Administrative Agent). The liability insurance Policies shall list Administrative Agent as an additional insured. (dii) All policies Policies shall contain: : (1) the agreement of the insurer to give Administrative Agent at least 30 thirty (30) days’ written notice prior to cancellation or expiration of or change in such policiesPolicies, or any of them; (2) a waiver of subrogation rights against Administrative Agent and, if available Borrower; (3) an agreement that such policies Policies are primary and non-contributing non‑contributing with any insurance that may be carried by Administrative Agent; (4) a statement that the insurance shall not be invalidated should any insured waive in writing waive, prior to a loss loss, any or all right of recovery against any party for loss accruing to the property described in the insurance policyPolicy; and (5) if obtainable, a provision that no act or omission of Borrower shall affect or limit the obligation of the insurance carrier to pay the amount of any loss sustained. As of the date hereof, and subject to any changes in such requirements which Administrative Agent may, in its discretion, make from time to time pursuant to its rights under this Section 69.1, each policy Policy of property insurance hereunder shall contain a lender’s loss payable endorsement, lender clause, or other non-contributory non‑contributory mortgagee clause of similar form and substance acceptable to Administrative Agent in favor of Administrative Agent as a second mortgagee. (ec) Concurrently herewith, Borrower shall deliver to Administrative Agent original policies Policies or certificates with premiums for the Policies (“Premiums”) prepaid evidencing the insurance required hereunder. Borrower shall procure and pay for renewals of such insurance (or shall cause the procurement and payment) from time to time before the expiration thereof, and Borrower shall deliver to Administrative Agent such original renewal policies Policies or certificates with premiums Premiums prepaid at least 30 thirty (30) days before the expiration of any existing policyPolicy. (fd) Borrower may carry additional, separate insurance concurrent in kind or form or contributing upon loss, with any required insurance Policies, but only if the additional, separate insurance: (i) does not violate any required insurance, or entitle the carrier to assert any defense or disclaim any primary coverage under any required insurance; (ii) mutually benefits B▇▇▇▇▇▇▇ and Administrative Agent; and (iii) otherwise complies with this Agreement. (e) Borrower, for itself, and on behalf of its insurers, hereby releases and waives any right to recover against Administrative Agent or any of the Banks on any liability for: damages for injury to or death of persons; any loss or damage to property, including the property of any occupant of the PremisesProperty; any loss or damage to buildings or other improvements comprising the PremisesProperty; any other direct or indirect loss or damage caused by fire or other risks, which loss or damage is or would be covered by the insurance required to be carried hereunder by BorrowerB▇▇▇▇▇▇▇, or is otherwise insured; or claims arising by reason of any of the foregoing, except to the extent caused solely by the active gross negligence or willful misconduct of Administrative Agent, respectively. (gf) Administrative Agent shall not, by reason of accepting, rejecting, obtaining or failing to obtain insurance, incur any liability for (ai) the existence, non-existencenon‑existence, form, amount or legal sufficiency thereof, (bii) the solvency or insolvency of any insurer, or (ciii) the payment of losses. All insurance required hereunder or carried by Borrower B▇▇▇▇▇▇▇ shall be procured at Borrower’s sole cost and expense. Borrower shall deliver to Administrative Agent receipts satisfactory to Administrative Agent evidencing full prepayment of the premiums therefor, except to the extent Agent makes payments with Borrower’s deposits under Section 26 Premiums therefor (for the periods and payments so covered by such payments). In the event of foreclosure on, or other transfer of title in lieu of foreclosure of, the PremisesProperty, all of Borrower’s interest in and to any and all insurance policies Policies in force shall pass to Administrative Agent, or the transferee or purchaser as the case may be, and Administrative Agent is hereby irrevocably authorized to assign in Borrower’s name to such purchaser or transferee all such policiesPolicies, which may be amended or rewritten to show the interest of such purchaser or transferee. (g) BORROWER IS HEREBY NOTIFIED PURSUANT TO THE ILLINOIS COLLATERAL PROTECTION ACT (815 ILCS 180/1 ET. SEQ.) THAT UNLESS BORROWER PROVIDES ADMINISTRATIVE AGENT WITH EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY THIS AGREEMENT, ADMINISTRATIVE AGENT MAY PURCHASE THE REQUIRED INSURANCE AT BORROWER’S EXPENSE TO PROTECT ADMINISTRATIVE AGENT’S INTEREST IN THE PROPERTY. THIS INSURANCE MAY, BUT NEED NOT, PROTECT B▇▇▇▇▇▇▇’S INTERESTS. THE COVERAGE THAT ADMINISTRATIVE AGENT PURCHASES MAY NOT PAY ANY CLAIM THAT B▇▇▇▇▇▇▇ MAKES OR ANY CLAIM THAT IS MADE AGAINST BORROWER IN CONNECTION WITH THE PROPERTY. BORROWER MAY LATER CANCEL ANY INSURANCE PURCHASED BY ADMINISTRATIVE AGENT, BUT ONLY AFTER PROVIDING ADMINISTRATIVE AGENT WITH EVIDENCE THAT B▇▇▇▇▇▇▇ HAS OBTAINED INSURANCE AS REQUIRED BY THIS AGREEMENT. IF ADMINISTRATIVE AGENT PURCHASES INSURANCE FOR THE PROPERTY, BORROWER WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING INTEREST ON THE AMOUNT SO PAID BY ADMINISTRATIVE AGENT AT THE DEFAULT RATE UNTIL PAID TO ADMINISTRATIVE AGENT AND ANY OTHER CHARGES ADMINISTRATIVE AGENT MAY IMPOSE IN CONNECTION WITH THE PLACEMENT OF THE INSURANCE UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR THE EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE SHALL BE ADDED TO BORROWER’S TOTAL OUTSTANDING BALANCE OR OBLIGATION AND SHALL CONSTITUTE ADDITIONAL OBLIGATIONS. THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF INSURANCE BORROWER MAY BE ABLE TO OBTAIN ON ITS OWN. (h) If Administrative Agent reserves the Borrower fails right to procure, pay reasonably require additional insurance Policies not specifically addressed in this Agreement during the premiums for, or deliver to the Agent any term of the Policies or renewals as required herein, the Agent may elect, but shall not be obligated, to obtain such insurance and pay the premiums therefor. The Borrower shall pay to the Agent on demand any premiums so paid with interest thereon at the Default Rate set forth in the Notes, from the time of the advance for such payment by the Agent, and said advance and interest shall be part of the DebtLoan. (i) The Policies set forth on Exhibit B shall be standard ISO coverage forms. Manuscripted coverage forms may be deemed acceptable following satisfactory review by Administrative Agent’s insurance advisors. (j) Approval by the Administrative Agent of any policies of insurance (“Policies”) Policies shall not be deemed a representation by the Administrative Agent as to the adequacy of coverage of such Policies or the solvency of the insurer.

Insurance Coverage. For so long as this Mortgage is in effectthe Obligations are outstanding, Borrower shall continuously maintain insurance in accordance with the following provisions: (a) At its own cost, Borrower shall obtain and maintain at all times during the term of the Loan the insurance Policies required by Administrative Agent pursuant to Exhibit B C attached hereto. In addition, Borrower shall cause Agent to be named as a named insured under the insurance policies required by Agent and Agent shall be identified in each policy as follows: Fifth Third Bank, its successors and/or assigns as their respective interests may appear. Borrower shall provide Administrative Agent with evidence of all such insurance required hereunder. (b) The policies of insurance Policies to be obtained and maintained by Borrower under the provisions of this Mortgage Agreement shall be issued by responsible insurance carriers with a an A.M. Best’s rating of no less than A/VII, licensed to do business in each state in which the State of IndianaProperty is located, who are acceptable to Administrative Agent and shall be in such form and with such endorsements (including a mortgagee clause in favor of Agent)endorsements, waivers and deductibles (in no event to exceed $10,00025,000.00 per occurrence) as Administrative Agent shall designate or approve. Without limitation on the foregoing: (ci) All policies Policies shall name Borrower as the insured, and (with the exception of policies for workmen’s compensation insurance) . The Policies shall name each list Administrative Agent as mortgagee mortgagee, lender loss payable and as an additional insured (under a standard non-contributing mortgagee protection clause, in form reasonably satisfactory to Administrative Agent, attached to such policy Policy or policies Policies whenever applicable, and providing, among other matters, that all insurance proceeds Insurance Proceeds (as hereinafter defined) shall be paid to Administrative Agent). The liability insurance Policies shall list Administrative Agent as an additional insured. (dii) All policies Policies shall contain: : (1) the agreement of the insurer to give Administrative Agent at least 30 thirty (30) days’ written notice prior to cancellation or expiration of or change in such policiesPolicies, or any of them; (2) a waiver of subrogation rights against Administrative Agent and, if available Borrower; (3) an agreement that such policies Policies are primary and non-contributing with any insurance that may be carried by Administrative Agent; (4) a statement that the insurance shall not be invalidated should any insured waive in writing waive, prior to a loss loss, any or all right of recovery against any party for loss accruing to the property described in the insurance policyPolicy; and (5) if obtainable, a provision that no act or omission of Borrower shall affect or limit the obligation of the insurance carrier to pay the amount of any loss sustained. As of the date hereof, and subject to any changes in such requirements which Administrative Agent may, in its discretion, make from time to time pursuant to its rights under this Section 69.1, each policy Policy of property insurance hereunder shall contain a lender’s loss payable endorsement, lender clause, or other non-contributory mortgagee clause of similar form and substance acceptable to Administrative Agent in favor of Administrative Agent as a second mortgagee. (ec) Concurrently herewith, Borrower shall deliver to Administrative Agent original policies Policies or certificates with premiums for the Policies (“Premiums”) prepaid evidencing the insurance required hereunder. Borrower shall procure and pay for renewals of such insurance (or shall cause the procurement and payment) from time to time before the expiration thereof, and Borrower shall deliver to Administrative Agent such original renewal policies Policies or certificates with premiums Premiums prepaid at least 30 thirty (30) days before the expiration of any existing policyPolicy. (fd) Borrower may carry additional, separate insurance concurrent in kind or form or contributing upon loss, with any required insurance Policies, but only if the additional, separate insurance: (i) does not violate any required insurance, or entitle the carrier to assert any defense or disclaim any primary coverage under any required insurance; (ii) mutually benefits Borrower and Administrative Agent; and (iii) otherwise complies with this Agreement. (e) Borrower, for itself, and on behalf of its insurers, hereby releases and waives any right to recover against Administrative Agent or any of the Banks on any liability for: damages for injury to or death of persons; any loss or damage to property, including the property of any occupant of the PremisesProperty; any loss or damage to buildings or other improvements comprising the PremisesProperty; any other direct or indirect loss or damage caused by fire or other risks, which loss or damage is or would be covered by the insurance required to be carried hereunder by Borrower, or is otherwise insured; or claims arising by reason of any of the foregoing, except to the extent caused solely by the active gross negligence or willful misconduct of Administrative Agent, respectively. (gf) Administrative Agent shall not, by reason of accepting, rejecting, obtaining or failing to obtain insurance, incur any liability for (ai) the existence, non-existence, form, amount or legal sufficiency thereof, (bii) the solvency or insolvency of any insurer, or (ciii) the payment of losses. All insurance required hereunder or carried by Borrower shall be procured at Borrower’s sole cost and expense. Borrower shall deliver to Administrative Agent receipts satisfactory to Administrative Agent evidencing full prepayment of the premiums therefor, except to the extent Agent makes payments with Borrower’s deposits under Section 26 Premiums therefor (for the periods and payments so covered by such payments). In the event of foreclosure on, or other transfer of title in lieu of foreclosure of, the PremisesProperty, all of Borrower’s interest in and to any and all insurance policies Policies in force shall pass to Administrative Agent, or the transferee or purchaser as the case may be, and Administrative Agent is hereby irrevocably authorized to assign in Borrower’s name to such purchaser or transferee all such policiesPolicies, which may be amended or rewritten to show the interest of such purchaser or transferee. (g) BORROWER IS HEREBY NOTIFIED PURSUANT TO THE ILLINOIS COLLATERAL PROTECTION ACT (815 ILCS 180/1 ET. SEQ.) THAT UNLESS BORROWER PROVIDES ADMINISTRATIVE AGENT WITH EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY THIS AGREEMENT, ADMINISTRATIVE AGENT MAY PURCHASE THE REQUIRED INSURANCE AT BORROWER’S EXPENSE TO PROTECT ADMINISTRATIVE AGENT’S INTEREST IN THE PROPERTY. THIS INSURANCE MAY, BUT NEED NOT, PROTECT BORROWER’S INTERESTS. THE COVERAGE THAT ADMINISTRATIVE AGENT PURCHASES MAY NOT PAY ANY CLAIM THAT BORROWER MAKES OR ANY CLAIM THAT IS MADE AGAINST BORROWER IN CONNECTION WITH THE PROPERTY. BORROWER MAY LATER CANCEL ANY INSURANCE PURCHASED BY ADMINISTRATIVE AGENT, BUT ONLY AFTER PROVIDING ADMINISTRATIVE AGENT WITH EVIDENCE THAT BORROWER HAS OBTAINED INSURANCE AS REQUIRED BY THIS AGREEMENT. IF ADMINISTRATIVE AGENT PURCHASES INSURANCE FOR THE PROPERTY, BORROWER WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING INTEREST ON THE AMOUNT SO PAID BY ADMINISTRATIVE AGENT AT THE DEFAULT RATE UNTIL PAID TO ADMINISTRATIVE AGENT AND ANY OTHER CHARGES ADMINISTRATIVE AGENT MAY IMPOSE IN CONNECTION WITH THE PLACEMENT OF THE INSURANCE UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR THE EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE SHALL BE ADDED TO BORROWER’S TOTAL OUTSTANDING BALANCE OR OBLIGATION AND SHALL CONSTITUTE ADDITIONAL OBLIGATIONS. THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF INSURANCE BORROWER MAY BE ABLE TO OBTAIN ON ITS OWN. (h) If Administrative Agent reserves the Borrower fails right to procure, pay reasonably require additional insurance Policies not specifically addressed in this Agreement during the premiums for, or deliver to the Agent any term of the Policies or renewals as required herein, the Agent may elect, but shall not be obligated, to obtain such insurance and pay the premiums therefor. The Borrower shall pay to the Agent on demand any premiums so paid with interest thereon at the Default Rate set forth in the Notes, from the time of the advance for such payment by the Agent, and said advance and interest shall be part of the DebtLoan. (i) The Policies set forth on Exhibit C shall be standard ISO coverage forms. Manuscripted coverage forms may be deemed acceptable following satisfactory review by Administrative Agent’s insurance advisors. (j) Approval by the Administrative Agent of any policies of insurance (“Policies”) Policies shall not be deemed a representation by the Administrative Agent as to the adequacy of coverage of such Policies or the solvency of the insurer.

Insurance Coverage. For so long NOTE: The following insurance requirements are intended to provide insurance coverage under this Agreement and each of the other service agreements being entered into between the parties hereto and their Affiliates as of the date hereof. Accordingly, to the extent any such other agreements (or other Exhibits to this Mortgage Agreement) require insurance coverage thereunder that is in effectduplicative of the insurance coverage provided for below, Borrower shall continuously maintain such insurance in accordance with the following provisions: (a) Borrower shall obtain coverage need not be duplicated under such other agreements. Property Insurance, Including Extra Expense and maintain Business Interruption: Company at all times during and at its own cost and expense shall insure WMI’s property as defined and required in this Agreement under so-called “all risk” policies of insurance, including but not limited to coverage for extended perils, earthquake, windstorm, flood, and collapse; open cargo, war risk cargo and terrorism. Company shall purchase an insurance policy that indemnifies WMI for non-physical damage to source material, if available on a commercially reasonable basis and is warranted by the term risk profile of the Loan Company. WMI’s property shall consist of and not be limited to source material, finished goods and inventory, returned stock, master recordings, digital files, DVDs, CDs and all printing and packaging material. Either dedicated policies or portfolio (blanket) coverage forms may provide the “all risk” property insurance, providing that the per occurrence limit of insurance required by Agent pursuant available with respect to Exhibit B attached hereto. In additionthe WMI property at any Company location for property damage, Borrower business interruption; and extra expense shall cause Agent to not be named as a named insured under the insurance policies required by Agent less than ** per occurrence; and Agent Terrorism for WMI Manufacturing Alsdorf shall be identified in each no less than ** per occurrence. Further, the limits of insurance applicable to the extended perils and the perils of earthquake, flood and terrorism shall be an annual aggregate. The deductible on said policies shall be the sole responsibility of Company and be of no greater amount than is commercially reasonable for a company of its financial standing. These policies shall be primary to any policy as follows: Fifth Third Bankmaintained by or on behalf of WMI. WMI may, its successors and/or assigns as their respective interests may appear. Borrower shall provide Agent with evidence at any time, review the amount of all such insurance required hereunder. (b) , and may, from time to time, but in no event more than annually, require a lower or higher amount depending on the best available estimate of the aggregate exposure to loss arising from damage to WMI’s property under this Agreement. The open cargo and war risk cargo insurance policies shall provide per shipment limits of insurance to be obtained and maintained by Borrower under the provisions of this Mortgage shall be issued by responsible insurance carriers with a Best’s rating indemnity of no less than A/VII** and contain a warehouse coverage endorsement. In the event that the ** limit of insurance is not adequate to fully insure any given shipment under this Agreement, licensed Company shall purchase additional insurance to do business in cover the State full replacement cost of Indiana, who are acceptable to Agent and the shipment. The deductible on these policies shall be in such form no greater than what is commercially reasonable for an enterprise with Company’s financial standing. The deductible shall be the responsibility of Company and with such endorsements (including a mortgagee clause in favor of Agent), waivers and deductibles (in no event this coverage shall be primary to exceed $10,000) as Agent shall designate or approveany coverage maintained by WMI. Without limitation on the foregoing: (c) All policies shall name Borrower as the insuredprovide for a reimbursement value with respect to WMI’s property at replacement cost for new property of like kind and quality, with no deduction for depreciation, and (with the exception of policies for workmen’s compensation insurance) shall name Agent as mortgagee and as an additional insured (under a standard non-contributing mortgagee protection clauseinclude WMI, in form reasonably satisfactory to Agentits partners, attached to such policy or policies whenever applicableofficers, employees, and providingAffiliates as loss payees under the policies as their interest may appear, among other matters, that all insurance proceeds and shall be paid to Agent). (d) All policies shall contain: (1) the agreement of the insurer to give Agent at least 30 days’ written notice prior to cancellation or expiration of or change in such policies, or any of them; (2) a waiver of subrogation rights against Agent and, if available Borrower; (3) an agreement that such policies are primary and non-contributing with any insurance that may be carried by Agent; (4) a statement that the insurance shall not be invalidated should any insured waive in writing prior to a loss any or all right of recovery against any party for loss accruing to the property described in the insurance policy; and (5) if obtainable, a provision provide that no act or omission on the part of Borrower Company as the title insured shall affect or limit prejudice a direct claim by the obligation additional insured. All property policies shall include a waiver of subrogation in favor of WMI. Further, Company agrees to secure terms with its insurer that in the insurance carrier event that Company fails to pay premium resulting in a cancellation of coverage that WMI will be given the amount opportunity to maintain coverage for its insured property under the policy; and Company will reimburse WMI ** of notice for the expense incurred. Public Liability Insurance: Company shall also be required to obtain and maintain comprehensive general liability insurance and a follow-form “umbrella liability” policy, providing insurance against claims for bodily injury, including death, property damage, personal and advertising injury, blanket contractual liability, broad form property damage liability, explosion, collapse and underground hazard, and products and completed operations, for such claims occurring or alleged to have occurred in the course of any loss sustained. As of the date hereofoperations or activities contemplated by this Agreement, and subject to any changes in such requirements which Agent may, in its discretion, make amounts as from time to time pursuant to its rights under this Section 6are carried by prudent owners of comparable operations, each policy of property insurance hereunder shall contain a lender’s loss payable endorsement, lender clause, or other non-contributory mortgagee clause of similar form and substance acceptable to Agent but in favor of Agent as a second mortgagee. (e) Concurrently herewith, Borrower shall deliver to Agent original policies or certificates with premiums prepaid evidencing the insurance required hereunder. Borrower shall procure and pay for renewals of such insurance (or shall cause the procurement and payment) from time to time before the expiration thereofno event less **, and Borrower shall deliver to Agent such original renewal policies or certificates with premiums prepaid at least 30 days before covering as additional insureds all the expiration of any existing policy. (f) Borrower, WMI individuals and entities for itself, which and on behalf of its insurers, hereby releases and waives any right to recover against Agent on any liability for: damages for injury to or death of persons; any loss or damage to property, including the property of any occupant of the Premises; any loss or damage to buildings or other improvements comprising the Premises; any other direct or indirect loss or damage caused by fire or other risks, which loss or damage is or would be covered by the insurance required to be carried hereunder by Borrower, or is otherwise insured; or claims arising by reason of any of the foregoing, except to the extent caused solely by the active negligence of Agent, respectivelyit is responsible under this Agreement. (g) Agent shall not, by reason of accepting, rejecting, obtaining or failing to obtain insurance, incur any liability for (a) the existence, non-existence, form, amount or legal sufficiency thereof, (b) the solvency or insolvency of any insurer, or (c) the payment of losses. All insurance required hereunder or carried by Borrower shall be procured at Borrower’s sole cost and expense. Borrower shall deliver to Agent receipts satisfactory to Agent evidencing full prepayment of the premiums therefor, except to the extent Agent makes payments with Borrower’s deposits under Section 26 (for the periods and payments so covered by such payments). In the event of foreclosure on, or other transfer of title in lieu of foreclosure of, the Premises, all of Borrower’s interest in and to any and all insurance policies in force shall pass to Agent, or the transferee or purchaser as the case may be, and Agent is hereby irrevocably authorized to assign in Borrower’s name to such purchaser or transferee all such policies, which may be amended or rewritten to show the interest of such purchaser or transferee. (h) If the Borrower fails to procure, pay the premiums for, or deliver to the Agent any of the Policies or renewals as required herein, the Agent may elect, but shall not be obligated, to obtain such insurance and pay the premiums therefor. The Borrower shall pay to the Agent on demand any premiums so paid with interest thereon at the Default Rate set forth in the Notes, from the time of the advance for such payment by the Agent, and said advance and interest shall be part of the Debt. (i) Approval by the Agent of any policies of insurance (“Policies”) shall not be deemed a representation by the Agent as to the adequacy of coverage of such Policies or the solvency of the insurer.

Insurance Coverage. For so long as this Mortgage is in effect, Borrower shall continuously maintain insurance in accordance with the following provisions: (a) Borrower The Lessee shall obtain furnish the Lessor and maintain at all times during the term of the Loan Lender with certificates showing the insurance required by Agent pursuant to Exhibit B attached hereto. In addition, Borrower shall cause Agent under Sections 17.1 and 17.2 to be named as a named insured in effect and naming the Lessor, Lender and, if required under the insurance policies Ground Lease, the Ground Lessor as additional insured with respect to liability coverage (excluding worker's compensation insurance), and naming the Lender as loss payee with respect to property coverage and showing the mortgagee endorsement required by Agent and Agent Section 17.3(c) with respect to such coverage. All such insurance shall be identified at the cost and expense of the Lessee. Such certificates shall include a provision for no less than thirty (30) days' advance written notice by the insurer to the Lessor and Lender in each policy as follows: Fifth Third Bank, its successors and/or assigns as their respective interests may appear. Borrower shall provide Agent with evidence the event of all cancellation or reduction of such insurance required hereunderinsurance. (b) The policies of Lessee agrees that the insurance to be obtained and maintained by Borrower under the provisions of this Mortgage shall be issued by responsible insurance carriers with a Best’s rating of no less than A/VII, licensed to do business in the State of Indiana, who are acceptable to Agent and shall be in such form and with such endorsements (including a mortgagee clause in favor of Agent), waivers and deductibles (in no event to exceed $10,000) as Agent shall designate or approve. Without limitation on the foregoing: (c) All policies shall name Borrower as the insured, and (with the exception of policies for workmen’s compensation insurance) shall name Agent as mortgagee and as an additional insured (under a standard non-contributing mortgagee protection clause, in form reasonably satisfactory to Agent, attached to such policy or policies whenever applicable, and providing, among other matters, required by Section 17.2 shall include an appropriate clause pursuant to which such policy shall provide that all insurance proceeds shall be paid to Agent). (d) All policies shall contain: (1) the agreement of the insurer to give Agent at least 30 days’ written notice prior to cancellation or expiration of or change in such policies, or any of them; (2) a waiver of subrogation rights against Agent and, if available Borrower; (3) an agreement that such policies are primary and non-contributing with any insurance that may be carried by Agent; (4) a statement that the insurance shall it will not be invalidated should any insured waive the Lessee waive, in writing writing, prior to a loss loss, any or all right rights of recovery against any party for loss accruing to the property described in losses covered by such policy, and that the insurance policy; in favor of the Lessor and (5) if obtainable, a provision that no Lender and its rights under and interests in said policies shall not be invalidated or reduced by any act or omission of Borrower shall affect or limit the obligation negligence of the Lessee or any other Person having any interest in the Property. The Lessee hereby waives any and all such rights against the Lessor and Lender to the extent of payments made under such policies. (c) All such insurance carrier to pay shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by the Lessee which is rated in Best's Insurance Guide or any loss sustained. As successor thereto (or if there be none, an organization having a similar national reputation) shall have a general policyholder rating of the date hereof, and subject to any changes in such requirements which Agent may, in its discretion, make from time to time pursuant to its rights under this Section 6, each policy of property insurance hereunder shall contain a lender’s loss payable endorsement, lender clause, "A:VII" or other non-contributory mortgagee clause of similar form and substance better or be otherwise acceptable to Agent the Lessor. All insurance policies required by Section 17.2 shall include a standard form mortgagee endorsement in favor of Agent the Lender. (d) The Lessor may carry separate liability insurance so long as (i) the Lessee's insurance is designated as primary and in no event excess or contributory to any insurance the Lessor may have in force which would apply to a second mortgageeloss covered under the Lessee's policy and (ii) each such insurance policy will not cause the Lessee's insurance required under this Article XVII to be subject to a coinsurance exception of any kind. (e) Concurrently herewithThe Lessee shall pay as they become due all premiums for the insurance required by Section 17.1 and Section 17.2, Borrower and shall renew or replace each policy prior to the expiration date thereof. Throughout the Term, at the time each of the Lessee's insurance policies is renewed (but in no event less frequently than once each year), the Lessee shall deliver to Agent original policies or the Lessor certificates with premiums prepaid of insurance evidencing the that all insurance required hereunder. Borrower shall procure and pay for renewals of such insurance (or shall cause the procurement and payment) from time to time before the expiration thereof, and Borrower shall deliver to Agent such original renewal policies or certificates with premiums prepaid at least 30 days before the expiration of any existing policy. (f) Borrower, for itself, and on behalf of its insurers, hereby releases and waives any right to recover against Agent on any liability for: damages for injury to or death of persons; any loss or damage to property, including the property of any occupant of the Premises; any loss or damage to buildings or other improvements comprising the Premises; any other direct or indirect loss or damage caused by fire or other risks, which loss or damage this Article XVII is or would be covered being maintained by the insurance required to be carried hereunder by Borrower, or Lessee and is otherwise insured; or claims arising by reason of any of the foregoing, except to the extent caused solely by the active negligence of Agent, respectivelyin effect. (g) Agent shall not, by reason of accepting, rejecting, obtaining or failing to obtain insurance, incur any liability for (a) the existence, non-existence, form, amount or legal sufficiency thereof, (b) the solvency or insolvency of any insurer, or (c) the payment of losses. All insurance required hereunder or carried by Borrower shall be procured at Borrower’s sole cost and expense. Borrower shall deliver to Agent receipts satisfactory to Agent evidencing full prepayment of the premiums therefor, except to the extent Agent makes payments with Borrower’s deposits under Section 26 (for the periods and payments so covered by such payments). In the event of foreclosure on, or other transfer of title in lieu of foreclosure of, the Premises, all of Borrower’s interest in and to any and all insurance policies in force shall pass to Agent, or the transferee or purchaser as the case may be, and Agent is hereby irrevocably authorized to assign in Borrower’s name to such purchaser or transferee all such policies, which may be amended or rewritten to show the interest of such purchaser or transferee. (h) If the Borrower fails to procure, pay the premiums for, or deliver to the Agent any of the Policies or renewals as required herein, the Agent may elect, but shall not be obligated, to obtain such insurance and pay the premiums therefor. The Borrower shall pay to the Agent on demand any premiums so paid with interest thereon at the Default Rate set forth in the Notes, from the time of the advance for such payment by the Agent, and said advance and interest shall be part of the Debt. (i) Approval by the Agent of any policies of insurance (“Policies”) shall not be deemed a representation by the Agent as to the adequacy of coverage of such Policies or the solvency of the insurer.

Insurance Coverage. For so long as this Mortgage is in effectthe Obligations are outstanding, Borrower shall continuously maintain insurance in accordance with the following provisions: (a) At its own cost, Borrower shall obtain and maintain at all times during the term of the Loan the insurance Policies required by Administrative Agent pursuant to Exhibit B C attached hereto. In addition, Borrower shall cause Agent to be named as a named insured under the insurance policies required by Agent and Agent shall be identified in each policy as follows: Fifth Third Bank, its successors and/or assigns as their respective interests may appear. Borrower shall provide Administrative Agent with evidence of all such insurance required hereunder. (b) The policies of insurance Policies to be obtained and maintained by Borrower under the provisions of this Mortgage Agreement shall be issued by responsible insurance carriers with a an A.M. Best’s rating of no less than A/VII, licensed to do business in each state in which the State of IndianaProperty is located, who are acceptable to Administrative Agent and shall be in such form and with such endorsements (including a mortgagee clause in favor of Agent)endorsements, waivers and deductibles (in no event to exceed $10,00025,000.00 per occurrence) as Administrative Agent shall designate or approve. Without limitation on the foregoing: (ci) All policies Policies shall name Borrower as the insured, and (with the exception of policies for workmen’s compensation insurance) . The Policies shall name each list Administrative Agent as mortgagee mortgagee, lender loss payable and as an additional insured (under a standard non-contributing non‑contributing mortgagee protection clause, in form reasonably satisfactory to Administrative Agent, attached to such policy Policy or policies Policies whenever applicable, and providing, among other matters, that all insurance proceeds Insurance Proceeds (as hereinafter defined) shall be paid to Administrative Agent). The liability insurance Policies shall list Administrative Agent as an additional insured. (dii) All policies Policies shall contain: : (1) the agreement of the insurer to give Administrative Agent at least 30 thirty (30) days’ written notice prior to cancellation or expiration of or change in such policiesPolicies, or any of them; (2) a waiver of subrogation rights against Administrative Agent and, if available Borrower; (3) an agreement that such policies Policies are primary and non-contributing non‑contributing with any insurance that may be carried by Administrative Agent; (4) a statement that the insurance shall not be invalidated should any insured waive in writing waive, prior to a loss loss, any or all right of recovery against any party for loss accruing to the property described in the insurance policyPolicy; and (5) if obtainable, a provision that no act or omission of Borrower shall affect or limit the obligation of the insurance carrier to pay the amount of any loss sustained. As of the date hereof, and subject to any changes in such requirements which Administrative Agent may, in its discretion, make from time to time pursuant to its rights under this Section 69.1, each policy Policy of property insurance hereunder shall contain a lender’s loss payable endorsement, lender clause, or other non-contributory non‑contributory mortgagee clause of similar form and substance acceptable to Administrative Agent in favor of Administrative Agent as a second mortgagee. (ec) Concurrently herewith, Borrower shall deliver to Administrative Agent original policies Policies or certificates with premiums for the Policies (“Premiums”) prepaid evidencing the insurance required hereunder. Borrower shall procure and pay for renewals of such insurance (or shall cause the procurement and payment) from time to time before the expiration thereof, and Borrower shall deliver to Administrative Agent such original renewal policies Policies or certificates with premiums Premiums prepaid at least 30 thirty (30) days before the expiration of any existing policyPolicy. (fd) Borrower may carry additional, separate insurance concurrent in kind or form or contributing upon loss, with any required insurance Policies, but only if the additional, separate insurance: (i) does not violate any required insurance, or entitle the carrier to assert any defense or disclaim any primary coverage under any required insurance; (ii) mutually benefits Borrower and Administrative Agent; and (iii) otherwise complies with this Agreement. (e) Borrower, for itself, and on behalf of its insurers, hereby releases and waives any right to recover against Administrative Agent or any of the Banks on any liability for: damages for injury to or death of persons; any loss or damage to property, including the property of any occupant of the PremisesProperty; any loss or damage to buildings or other improvements comprising the PremisesProperty; any other direct or indirect loss or damage caused by fire or other risks, which loss or damage is or would be covered by the insurance required to be carried hereunder by Borrower, or is otherwise insured; or claims arising by reason of any of the foregoing, except to the extent caused solely by the active gross negligence or willful misconduct of Administrative Agent, respectively. (gf) Administrative Agent shall not, by reason of accepting, rejecting, obtaining or failing to obtain insurance, incur any liability for (ai) the existence, non-existencenon‑existence, form, amount or legal sufficiency thereof, (bii) the solvency or insolvency of any insurer, or (ciii) the payment of losses. All insurance required hereunder or carried by Borrower shall be procured at Borrower’s sole cost and expense. Borrower shall deliver to Administrative Agent receipts satisfactory to Administrative Agent evidencing full prepayment of the premiums therefor, except to the extent Agent makes payments with Borrower’s deposits under Section 26 Premiums therefor (for the periods and payments so covered by such payments). In the event of foreclosure on, or other transfer of title in lieu of foreclosure of, the PremisesProperty, all of Borrower’s interest in and to any and all insurance policies Policies in force shall pass to Administrative Agent, or the transferee or purchaser as the case may be, and Administrative Agent is hereby irrevocably authorized to assign in Borrower’s name to such purchaser or transferee all such policiesPolicies, which may be amended or rewritten to show the interest of such purchaser or transferee. (g) BORROWER IS HEREBY NOTIFIED PURSUANT TO THE ILLINOIS COLLATERAL PROTECTION ACT (815 ILCS 180/1 ET. SEQ.) THAT UNLESS BORROWER PROVIDES ADMINISTRATIVE AGENT WITH EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY THIS AGREEMENT, ADMINISTRATIVE AGENT MAY PURCHASE THE REQUIRED INSURANCE AT BORROWER’S EXPENSE TO PROTECT ADMINISTRATIVE AGENT’S INTEREST IN THE PROPERTY. THIS INSURANCE MAY, BUT NEED NOT, PROTECT BORROWER’S INTERESTS. THE COVERAGE THAT ADMINISTRATIVE AGENT PURCHASES MAY NOT PAY ANY CLAIM THAT BORROWER MAKES OR ANY CLAIM THAT IS MADE AGAINST BORROWER IN CONNECTION WITH THE PROPERTY. BORROWER MAY LATER CANCEL ANY INSURANCE PURCHASED BY ADMINISTRATIVE AGENT, BUT ONLY AFTER PROVIDING ADMINISTRATIVE AGENT WITH EVIDENCE THAT BORROWER HAS OBTAINED INSURANCE AS REQUIRED BY THIS AGREEMENT. IF ADMINISTRATIVE AGENT PURCHASES INSURANCE FOR THE PROPERTY, BORROWER WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING INTEREST ON THE AMOUNT SO PAID BY ADMINISTRATIVE AGENT AT THE DEFAULT RATE UNTIL PAID TO ADMINISTRATIVE AGENT AND ANY OTHER CHARGES ADMINISTRATIVE AGENT MAY IMPOSE IN CONNECTION WITH THE PLACEMENT OF THE INSURANCE UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR THE EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE SHALL BE ADDED TO BORROWER’S TOTAL OUTSTANDING BALANCE OR OBLIGATION AND SHALL CONSTITUTE ADDITIONAL OBLIGATIONS. THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF INSURANCE BORROWER MAY BE ABLE TO OBTAIN ON ITS OWN. (h) If Administrative Agent reserves the Borrower fails right to procure, pay reasonably require additional insurance Policies not specifically addressed in this Agreement during the premiums for, or deliver to the Agent any term of the Policies or renewals as required herein, the Agent may elect, but shall not be obligated, to obtain such insurance and pay the premiums therefor. The Borrower shall pay to the Agent on demand any premiums so paid with interest thereon at the Default Rate set forth in the Notes, from the time of the advance for such payment by the Agent, and said advance and interest shall be part of the DebtLoan. (i) The Policies set forth on Exhibit C shall be standard ISO coverage forms. Manuscripted coverage forms may be deemed acceptable following satisfactory review by Administrative Agent’s insurance advisors. (j) Approval by the Administrative Agent of any policies of insurance (“Policies”) Policies shall not be deemed a representation by the Administrative Agent as to the adequacy of coverage of such Policies or the solvency of the insurer.