Common use of Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage Clause in Contracts

Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage. (a) The Property Manager (other than with respect to Specially Managed Units) and the Special Servicer (with respect to Specially Managed Units) will use reasonable efforts in accordance with the Servicing Standard to cause the related Tenant to maintain for each Property all insurance coverage as is required under the terms of the related Lease (including for the avoidance of doubt, any environmental insurance policy); provided, that if and to the extent that any such Lease permits the lessor thereunder any discretion (by way of consent, approval or otherwise) as to the insurance coverage that the related Tenant is required to maintain, the Property Manager or the Special Servicer, as the case may be, will exercise such discretion in a manner consistent with the Servicing Standard. If such Tenant does not maintain the required insurance or, with respect to any environmental insurance policy in place as of the related Series Closing Date or Transfer Date, the Property Manager or Special Servicer will itself cause such insurance to be maintained with insurance companies or security or bonding companies qualified to write the related property insurance policies in the relevant jurisdiction that have a claims-paying ability rated at least “A:VIII” by A.M. Best’s Key Rating Guide; provided, that neither the Property Manager nor the Special Servicer will be required to maintain such insurance if the Indenture Trustee (as mortgagee of record on behalf of the Noteholders) does not have an insurable interest or the Property Manager or the Special Servicer, as applicable, has determined, in its reasonable judgment in accordance with the Servicing Standard, that either (i) such insurance is not available at a commercially reasonable rate and the subject hazards are at the time not commonly insured against by prudent owners of properties similar to the Property located in or around the region in which such Property is located or (ii) such insurance is F at any rate. The cost of any such insurance coverage obtained by the Property Manager or the Special Servicer will be a Property Protection Advance to be paid by the Issuer Manager, and such insurance coverage need not be obtained if the related Property Protection Advance would constitute a Nonrecoverable Advance. All insurance policies maintained by the Property Manager or the Special Servicer pursuant to the immediately preceding sentence will contain (if they insure against loss to property) a “standard” mortgagee clause, with loss payable to the Property Manager, as agent of and for the account of the Issuer and the Indenture Trustee, and will be issued by an insurer authorized under applicable law to issue such insurance. Any amounts collected by the Property Manager or the Special Servicer under any insurance policies (other than amounts to be applied to the restoration or repair of the related Property or amounts to be released to the related Tenant, in each case in accordance with the Servicing Standard) will be distributed in the manner set forth under Section 22. (b) The Property Management Agreement will further provide that the Property Manager or the Special Servicer may satisfy the foregoing obligations by maintaining or causing to maintained a forced place or blanket policy and, in any such event, certain incremental costs of such insurance will constitute Property Protection Advances (and such insurance coverage will not be obtained if the related Property Protection Advance would constitute a Nonrecoverable Advance). (c) Each of the Property Manager, the Issuer Manager and the Special Servicer will be required to maintain a fidelity bond and errors and omissions policy or their equivalent that provides coverage against losses that may be sustained as a result of errors and omissions of the Property Manager’s, the Issuer Manager’s or Special Servicer’s officers, employees and agents in connection with its servicing obligations under the Property Management Agreement. Such fidelity bond and errors and omissions insurance shall be in such form and amount as would not adversely affect any rating assigned by any Rating Agency to the Notes.

Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage. (a) The Property Manager (other than with respect to Specially Managed Units) and the Special Servicer (with respect to Specially Managed Units) will shall use reasonable efforts in accordance with the Servicing Standard to cause the related Tenant or Borrower to maintain for each Property all insurance coverage as is required under the terms of the related Lease or Loan, as applicable (including for the avoidance of doubt, any environmental insurance policyEnvironmental Policy); provided, that if and to the extent that any such Lease or Loan permits the lessor thereunder any discretion (by way of consent, approval or otherwise) as to the insurance coverage that the related Tenant or Borrower is required to maintain, the Property Manager or the Special Servicer, as the case may be, will shall exercise such discretion in a manner consistent with the Servicing Standard. If such ; and provided, further, that, if and to the extent that a Lease or Loan so permits, the related Tenant does not maintain or Borrower shall be required to obtain the required insurance or, with respect to any environmental insurance policy in place as of the related Series Closing Date or Transfer Date, the Property Manager or Special Servicer will itself cause such insurance to be maintained with insurance companies or security or bonding companies qualified to write the related property insurance policies in the relevant jurisdiction coverage from Qualified Insurers that have a claims-paying ability rated at least “A:VIII” by A.M. Best’s Key Rating Guide. If such Tenant or Borrower does not maintain the required insurance or, with respect to any Environmental Policy in place as of the related Series Closing Date or Transfer Date, the Property Manager will itself cause such insurance to be maintained with Qualified Insurers; provided, that neither the Property Manager nor the Special Servicer will shall not be required to maintain such insurance if the Indenture Trustee (as mortgagee of record on behalf of the Noteholders) does not have an insurable interest or the Property Manager or the Special Servicer, as applicable, has determined, in its reasonable judgment in accordance with the Servicing Standard, that either (i) such insurance is not available at a commercially reasonable rate and the subject hazards are at the time not commonly insured against by prudent owners of properties similar to the Property located in or around the region in which such Property is located or (ii) such insurance is F not available at any rate. The cost of any such insurance coverage obtained by the Property Manager or the Special Servicer will be a Property Protection Advance to be paid by the Issuer Manager, and such insurance coverage need not be obtained if the related Property Protection Advance would constitute a Nonrecoverable Advance. All insurance policies maintained by the Property Manager or the Special Servicer pursuant to the immediately preceding sentence will contain (if they insure against loss to property) a “standard” mortgagee clause, with loss payable to the Property Manager, as agent of and for the account of the Issuer and the Indenture Trustee, and will be issued by an insurer authorized under applicable law to issue such insurance. Any amounts collected by the Property Manager or the Special Servicer under any insurance policies (other than amounts to be applied to the restoration or repair of the related Property or amounts to be released to the related Tenant, in each case in accordance with the Servicing Standard) will be distributed in the manner set forth under Section 22. (b) The Property Management Agreement will further provide that the Property Manager or the Special Servicer may satisfy the foregoing obligations by maintaining or causing to maintained a forced place or blanket policy and, in any such event, certain incremental costs of such insurance will constitute Property Protection Advances (and such insurance coverage will not be obtained if the related Property Protection Advance would constitute a Nonrecoverable Advance). (c) Each of the Property Manager, the Issuer Manager and the Special Servicer will be required to maintain a fidelity bond and errors and omissions policy or their equivalent that provides coverage against losses that may be sustained as a result of errors and omissions of the Property Manager’s, the Issuer Manager’s or Special Servicer’s officers, employees and agents in connection with its servicing obligations under the Property Management Agreement. Such fidelity bond and errors and omissions insurance shall be in such form and amount as would not adversely affect any rating assigned by any Rating Agency to the Notes.Subject to

Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage. (a) The Property Manager (other than with respect to Specially Managed UnitsServiced Assets) and the Special Servicer (with respect to Specially Managed UnitsServiced Assets) will shall use reasonable efforts in accordance with the Servicing Standard to cause the related Tenant Obligor to maintain for each Mortgaged Property all insurance coverage as is required under the terms of the related Lease or Mortgage Loan, as applicable (including for the avoidance of doubt, any environmental insurance policyEnvironmental Policy); provided, that if and to the extent that any such Lease or Mortgage Loan permits the lessor thereunder any discretion (by way of consent, approval or otherwise) as to the insurance coverage that the related Tenant Obligor is required to maintain, the Property Manager or the Special Servicer, as the case may be, will shall exercise such discretion in a manner consistent with the Servicing Standard. If such Tenant does not maintain ; and provided, further, that, if and to the extent that a Lease or Mortgage Loan so permits, the related Obligor shall be required to obtain the required insurance or, with respect to any environmental insurance policy in place as of the related Series Closing Date or Transfer Date, the Property Manager or Special Servicer will itself cause such insurance to be maintained with insurance companies or security or bonding companies qualified to write the related property insurance policies in the relevant jurisdiction coverage from Qualified Insurers that have a claims-paying ability rated at least “A:VIII” by A.M. Best’s Key Rating GuideGuide and at least “A” by S&P, which are licensed to do business in the state wherein the related Obligor or the Mortgaged Property subject to the policy, as applicable, is located. If such Obligor does not maintain the required insurance or, with respect to any Environmental Policy in place as of the applicable First Collateral Date, the Property Manager will itself cause such insurance to be maintained with Qualified Insurers meeting such criteria; provided, that neither the Property Manager nor the Special Servicer will shall not be required to maintain such insurance if the Indenture Trustee (as mortgagee of record on behalf of the Noteholders) does not have an insurable interest or the Property Manager or the Special Servicer, as applicable, has determined, determined (in its reasonable judgment in accordance with the Servicing Standard, ) that either (i) such insurance is not available at a commercially reasonable rate and the subject hazards are at the time not commonly insured against by prudent owners of properties similar to the Mortgaged Property located in or around the region in which such Mortgaged Property is located or (ii) such insurance is F not available at any rate. The cost of any such Subject to Section 3.17(b), the Special Servicer shall also use reasonable efforts to cause to be maintained for each REO Property no less insurance coverage obtained than was previously required of the Obligor under the related Mortgage or Lease and at a minimum, (i) hazard (b) The Property Manager or Special Servicer may satisfy its obligations under Section 3.07(a) by obtaining, maintaining or causing to be maintained a blanket or forced place insurance policy. If applicable, the Property Manager or the Special Servicer will be a Property Protection Advance shall obtain and maintain, or cause to be paid obtained and maintained on behalf of each applicable Issuer, a master forced place insurance policy or a blanket policy (or an endorsement to an existing policy) insuring against hazard losses (not otherwise insured by a Tenant or Borrower due to a default by such Tenant or Borrower under the Issuer Managerinsurance covenants of its Lease or Mortgage Loan or because a Tenant or Borrower permitted to self-insure fails to pay for casualty losses) on the applicable Mortgaged Properties that it is required to service and administer, which policy shall (i) be obtained from a Qualified Insurer having a claims-paying ability rated at least “A:VIII” by A.M. Best’s Key Rating Guide and at least “A” by S&P, and (ii) provide protection equivalent to the individual policies otherwise required under Section 3.07(a). The Property Manager and the Special Servicer shall bear the cost of any premium payable in respect of any such insurance coverage need not be blanket policy (other than blanket policies specifically obtained for Mortgaged Properties or REO Properties) without right of reimbursement; provided, that if the related Property Protection Advance would constitute a Nonrecoverable Advance. All insurance policies maintained by the Property Manager or the Special Servicer, as the case may be, causes any Mortgaged Property or REO Property to be covered by such blanket policy in order to satisfy such obligations, the incremental costs of such insurance applicable to such Mortgaged Property or REO Property shall constitute, and be reimbursable as, a Property Protection Advance (it being understood that such incremental costs incurred by the Special Servicer pursuant shall be paid by the Property Manager to the immediately preceding sentence will contain Special Servicer and that such payment shall constitute, and be reimbursable as, a Property Protection Advance). If the Property Manager or Special Servicer, as applicable, causes any Mortgaged Property or REO Property to be covered by a force-placed insurance policy, the incremental costs of such insurance applicable to such Mortgaged Property or REO Property (if they insure against loss to propertywhich shall not include any minimum or standby premium payable for such policy whether or not any Mortgaged Property or REO Property is covered thereby) shall be paid as a “standard” mortgagee clause, with loss payable Property Protection Advance (it being understood that such incremental costs incurred by the Special Servicer shall be paid by the Property Manager to the Property Manager, as agent of Special Servicer and for the account of the Issuer and the Indenture Trusteethat such payment shall constitute, and will be issued by an insurer authorized under applicable law to issue such insurancereimbursable as, a Property Protection Advance). Any amounts collected by such policy may contain a deductible clause (not in excess of a customary amount) in which case the Property Manager or the Special Servicer under any insurance policies (other than amounts to be applied to the restoration or repair of Servicer, as appropriate, shall, if there shall not have been maintained on the related Mortgaged Property or amounts to be released to the related Tenant, in each case in accordance with the Servicing Standard) will be distributed in the manner set forth under Section 22. (b) The Property Management Agreement will further provide that the Property Manager or the Special Servicer may satisfy the foregoing obligations by maintaining or causing to maintained a forced place or blanket policy and, in any such event, certain incremental costs of such insurance will constitute Property Protection Advances (and such insurance coverage will not be obtained if the related Property Protection Advance would constitute a Nonrecoverable Advance).REO Property (c) Each of the Property Manager, the Issuer Manager Special Servicer and the Back-Up Manager shall at all times during the term of this Agreement (or, in the case of the Special Servicer will be required to maintain Servicer, at all times during the term of this Agreement in which Specially Serviced Assets exist as part of the Collateral) keep in force with a Qualified Insurer having a claims paying ability rated at least “A:VIII” by A.M. Best’s Key Rating Guide and at least “A” by S&P, a fidelity bond and errors and omissions policy or their equivalent that provides coverage against losses that may be sustained as a result of errors and omissions of the Property Manager’s, the Issuer Manager’s or Special Servicer’s officers, employees and agents in connection with its servicing obligations under the Property Management Agreement. Such fidelity bond and errors and omissions insurance shall be in such form and amount as would does not adversely affect any rating assigned by any Rating Agency to the Notes; provided, that, unless any Rating Agency then rating any Notes at the request of an Issuer states that the form or amount of any such fidelity bond would be the sole cause of or be a material reason for a downgrade, qualification or withdrawal of any rating then assigned by such Rating Agency to such Notes, the form and amount of such fidelity bond shall be deemed to not adversely affect any rating assigned by any Rating Agency to the Notes. Each of the Property Manager and the Special Servicer shall be deemed to have complied with the foregoing provision if an Affiliate thereof has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Property Manager or the Special Servicer, as the case may be. Such fidelity bond shall provide that it may not be canceled without ten (10) days’ prior written notice to the Issuers. Each of the Property Manager, the Special Servicer and the Back-Up Manager shall at all times during the term of this Agreement (or, in the case of the Special Servicer, at all times during the term of this Agreement in which Specially Serviced Assets exist as part of the Collateral) also keep in force with a Qualified Insurer having a claims-paying ability rated at least “A: VIII” by A.M. Best’s Key Rating Guide and at least “A” by S&P, a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers, employees and agents in connection with its servicing obligations hereunder, which policy or policies shall name the Indenture Trustee as an additional insured and shall be in such form and amount as does not adversely affect any rating assigned by any Rating Agency to the Notes; provided, that, unless any Rating Agency then rating any Notes at the request of an Issuer states that the form or amount of any such insurance would be the sole cause of or be a material reason for a downgrade, qualification or withdrawal of any rating then assigned by such Rating Agency to such Notes, the form and amount of such insurance shall be deemed to not adversely affect any rating assigned by any Rating Agency to the Notes. Each of the Property Manager and the Special Servicer shall be deemed to have complied with the foregoing provisions if an Affiliate thereof has such insurance and, by the terms of such policy or policies, the coverage afforded thereunder extends to the Property Manager or the Special Servicer, as the case may be. Any such errors and omissions policy shall provide that it may not be canceled without ten (10) days’ prior written notice to the Issuers.