Common use of Endorsements Clause in Contracts

Endorsements. Each general liability and automobile liability insurance policy shall be issued by insurers possessing a Best’s rating of no less than A‑:VII. Each general liability insurance policy shall be endorsed with the specific language of Section 8.2.1 below. CONTRACTOR also agrees to require all contractors, and subcontractors to do likewise. “The CITY, its elected or appointed officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the CONTRACTOR, including materials, parts, or equipment furnished in connection with such work or operations.” This policy shall be considered primary insurance as respects the CITY, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the CITY, including any self-insured retention the CITY may have, shall be considered excess insurance only and shall not contribute with this policy. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. Notwithstanding the provisions included in any of the ISO Additional Insured Endorsement forms, CONTRACTOR acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will be available to the CITY. The insurer waives all rights of subrogation against the CITY, its elected or appointed officers, officials, employees, or agents regardless of the applicability of any insurance proceeds, and agrees to require all subcontractors to do likewise. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteers. The insurance provided by this policy shall not be suspended, voided or reduced in coverage or in limits except after thirty (30) days’ written notice has been submitted to the CITY and approved of in writing, except in the case of cancellation, for which ten (10) days’ written notice shall be provided. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City.

Endorsements. Each general liability Provider’s and automobile liability insurance policy any and all Provider subcontractor’s Commercial General Liability insurance; Commercial Automobile Insurance; Liability Excess, Umbrella and/or Reinsurance; and Abuse and Molestation coverage shall name the District, its governing board, officers, agents, employees, and/or volunteers as additional insureds. All endorsements specifying additional insureds for any of the Insurance Policies shall be issued as indicated below or an equivalent endorsement reasonably acceptable to the District. General Liability Construction: CG 20 10 10 01 and CG 20 37 10 01; Facilities Rental or Lease: CG 20 11 10 01; Most Other services: CG 20 26 10 01. Primary, Non-Contributory CG 20 01 01 13 Waiver of Subrogation CG 24 04 05 09 Commercial Automobile Liability CA 20 48 10 13 Provider’s and any and all Provider subcontractor’s Commercial General Liability insurance shall provide a list of endorsements and exclusions. Deductibles. Any deductible(s) or self-insured retention(s) applicable to the insurance and/or coverage required by the foregoing provisions of this agreement must be declared to and approved by the District. Provider shall be responsible to pay that deductible or self-insured retention and the District shall not be responsible to pay these costs. In the event that Provider’s deductibles or self-insured retentions collectively total more than $50,000.00, District reserves the right to request proof of Provider’s financial solvency in relation to remittance thereof or require Provider to post a bond guaranteeing payment of the deductible, or both. Acceptability of Insurers. Insurance is to be placed with insurers possessing with a current A.M. Best’s rating of no less than A‑:VIIA: VII, unless otherwise acceptable to the District. Each general liability Insurance written on a “claims made” basis is to be renewed by the Provider and all Provider subcontractors for a period of five (5) years following termination of this Agreement. Such insurance must have the same coverage and limits as the policy shall be endorsed with that was in effect during the specific language term of Section 8.2.1 below. CONTRACTOR also agrees to require all contractorsthis agreement, and subcontractors to do likewise. “The CITY, its elected or appointed officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of will cover the CONTRACTOR, including materials, parts, or equipment furnished in connection with such work or operationsprovider for all claims made.” This policy shall be considered primary insurance as respects the CITY, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the CITY, including any self-insured retention the CITY may have, shall be considered excess insurance only and shall not contribute with this policy. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. Notwithstanding the provisions included in any of the ISO Additional Insured Endorsement forms, CONTRACTOR acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will be available to the CITY. The insurer waives all rights of subrogation against the CITY, its elected or appointed officers, officials, employees, or agents regardless of the applicability of any insurance proceeds, and agrees to require all subcontractors to do likewise. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteers. The insurance provided by this policy shall not be suspended, voided or reduced in coverage or in limits except after thirty (30) days’ written notice has been submitted to the CITY and approved of in writing, except in the case of cancellation, for which ten (10) days’ written notice shall be provided. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City.

Endorsements. Each general liability and automobile liability insurance policy shall be issued maintained by insurers possessing a Best’s rating of no less than A‑:VII. Each general liability insurance policy shall the CONTRACTOR must be endorsed with the specific language as follows: Estancia Corazón, Inc., PRDOH, Government of Section 8.2.1 below. CONTRACTOR also agrees to require all contractorsPuerto Rico, HUD and subcontractors to do likewise. “The CITY, its elected or appointed officers, officials, employees, agents, agents and volunteers employees are to be covered named as additional insureds insured (except Worker's Compensation) but only with respect to liability arising out of work tasks performed for such insured by or on behalf of the CONTRACTORnamed insured. To provide waiver of subrogation coverage for all insurance policies provided or herein in favor of Estancia Corazón, including materials, parts, or equipment furnished in connection with such work or operations.” This policy shall be considered primary insurance as respects the CITY, Inc. and its elected or appointed respective officers, officials, agents and employees, agents, and volunteers. Any insurance maintained by the CITY, including any self-insured retention the CITY may have, shall be considered excess insurance only and shall not contribute with this policy. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. Notwithstanding the provisions included in any of the ISO Additional Insured Endorsement forms, CONTRACTOR acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will be available to the CITY. The insurer waives all rights of subrogation against the CITYshall be required to give Estancia Corazón, its elected or appointed officers, officials, employees, or agents regardless of the applicability of any insurance proceeds, and agrees to require all subcontractors to do likewise. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteers. The insurance provided by this policy shall not be suspended, voided or reduced in coverage or in limits except after Inc. written notice at least thirty (30) days’ written notice has been submitted days in advance of any cancellation in any such policies. The CONTRACTOR shall furnish to Estancia Corazón, Inc., prior to commencement of the CITY work, certificates of insurance from insurers with a rating by the A.M. Best Co. of B+ and approved five (5) or over on all policies, reflecting policies in force, and shall also provide certificates evidencing all renewals of such policies. Insurers shall retain an A.M. Best Co. rating of B+ and five (5) or over on all policies throughout the term of this Agreement and all policy periods required herein. The insurance company must be authorized to do business in writing, except Puerto Rico and be in good standing. Related Requirements The CONTRACTOR shall furnish original Certificates of Insurance evidencing the required coverage to be in force on the Effective Date of Agreement. In the case of cancellationPayment and Performance Bond, Certificate of Authority, Power of Attorney and Power of Attorney License issued by the Commissioner of Insurance shall be furnished. THE REQUIRED DOCUMENTATION MUST BE RECEIVED PRIOR TO THE CONTRATOR COMMENCING XXXX.XX CONTRACTOR OR ITS AUTHORIZED REPRESENTATIVES ARE TO BEGIN THEIR RESPONSIBILITIES UNDER THE AGREEMENT PRIOR TO FULL COMPLIANCE WITH THIS REQUIREMENT AND NOTIFICATION FROM Estancia Corazón, Inc. TO PROCEED. Renewal Certificates of Insurance or such similar evidence is to be received by the Contract Administration of the Procurement Department at Estancia Corazón, Inc. facilities prior to expiration of insurance coverage. At Estancia Corazón, Inc.'s option, non-compliance will result in one or more of the following actions: (1) Estancia Corazón, Inc. will purchase insurance on behalf of the CONTRACTOR and will charge back all cost to the CONTRACTOR; (2) all payments due the CONTRACTOR will be held until the CONTRACTOR has complied with the Agreement; and/or (3) The CONTRACTOR will be assessed Five Thousand Dollars ($5,000.00) for which ten every day of non-compliance. The receipt of any certificate does not agreement by Estancia Corazón, Inc. that the insurance requirements in the Agreement have been fully met or that the insurance policies indicated on the certificate are following the requirements of the Agreement. The insurance policies shall provide for thirty (1030) days’ days written notice to be given to Estancia Corazón, Inc. in the event coverage is substantially changed, cancelled or non-renewed. The CONTRACTOR shall be providedrequire all subcontractors or consultants to carry the insurance required herein or the CONTRACTOR, may provide the coverage for any or all of its subcontractors and if so, the evidence of insurance submitted shall so stipulate and adhere to the same requirements and conditions as outlined above. Contractor The CONTRACTOR expressly understands and agrees to provide immediate notice to City that whenever the CONTRACTOR is covered by other primary, excess, or excess contingent insurance that, any insurance or self-insurance program maintained by Estancia Corazón, Inc. shall apply in excess of any claim or loss against Contractor arising out of and will not contribute with insurance provided by the work performed CONTRACTOR under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve CityAgreement.

Endorsements. Each general liability and automobile liability insurance policy shall be issued by insurers possessing a Best’s rating of no less than A‑:VII. Each general liability insurance policy shall be endorsed with the specific language of Section 8.2.1 below. CONTRACTOR also agrees to require all contractors, and subcontractors to do likewise. “The CITY, its elected or appointed officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the CONTRACTOR, including materials, parts, or equipment furnished in connection with such work or operations.” This policy shall be considered primary insurance as respects the CITY, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the CITY, including any self-insured retention the CITY may have, shall be considered excess insurance only and shall not contribute with this policy. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. Notwithstanding the provisions included in any of the ISO Additional Insured Endorsement forms, CONTRACTOR acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will be available to the CITY. The insurer waives all rights of subrogation against the CITY, its elected or appointed officers, officials, employees, or agents regardless of the applicability of any insurance proceeds, and agrees to require all subcontractors to do likewise. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteers. The insurance provided by this policy shall not be suspended, voided or reduced in coverage or in limits except after thirty (30) days’ written notice has been submitted to the CITY and approved of in writing, except in the case of cancellation, for which ten (10) days’ written notice shall be provided. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. Self Insured Retention/Deductibles. All policies required by this Agreement shall allow City, as additional insured, to satisfy the self-insured retention (“SIR”) and/or deductible of the policy in lieu of the Owner (as the named insured) should Owner fail to pay the SIR or deductible requirements. The amount of the SIR or deductible shall be subject to the approval of the City Attorney and the Finance Director. Owner understands and agrees that satisfaction of this requirement is an express condition precedent to the effectiveness of this Agreement. Failure by Owner as primary insured to pay its SIR or deductible constitutes a material breach of this Agreement. Should City pay the SIR or deductible on Owner’s behalf upon the Owner’s failure or refusal to do so in order to secure defense and indemnification as an additional insured under the policy, City may include such amounts as damages in any action against Owner for breach of this Agreement in addition to any other damages incurred by City due to the breach.

Endorsements. Each Borrowers shall deliver to Lender, in form and substance reasonably satisfactory to Lender, endorsements to all general liability and automobile other liability insurance policy policies naming Lender as an additional insured. Borrowers shall be issued by insurers possessing a Best’s rating of no less than A‑:VII. Each general liability insurance policy shall be endorsed with the specific language of Section 8.2.1 below. CONTRACTOR also agrees to require irrevocably make, constitute and appoint Lender (and all contractors, and subcontractors to do likewise. “The CITY, its elected or appointed officers, officialsemployees of Lender designated by Lender), employeesso long as any Default or Event of Default has occurred and is continuing, agentsas each Borrower's true and lawful agent and attorney-in-fact for the purpose of making, settling and volunteers are adjusting claims under all policies of insurance relating to be covered as additional insureds coverage of the Collateral, endorsing the name of Borrowers on any check or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect to liability arising out such policies of work performed insurance. Lender shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower's Representative shall promptly notify Lender of any loss, damage, or destruction to the Collateral in the amount of $100,000 or more, whether or not covered by insurance. After deducting from such proceeds (i) the expenses incurred by Lender in the collection or on behalf handling thereof, and (ii) amounts required to be paid to creditors (other than Lender) having Permitted Encumbrances, Lender may, at its option, apply such proceeds to the reduction of the CONTRACTOR, including materials, parts, or equipment furnished Obligations in connection accordance with such work or operations.” This policy shall be considered primary insurance as respects the CITY, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the CITY, including any self-insured retention the CITY may have, shall be considered excess insurance only and shall not contribute with this policy. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits Section 1.3(c) (Application of liability of the insuring companyPrepayments). Notwithstanding the provisions included in any of foregoing, if the ISO Additional Insured Endorsement forms, CONTRACTOR acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any casualty giving rise to such insurance proceeds available could not reasonably be expected to have a Material Adverse Effect, Lender shall permit Borrowers to replace, restore, repair or rebuild the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will be available to the CITY. The insurer waives all rights of subrogation against the CITY, its elected or appointed officers, officials, employees, or agents regardless of the applicability of any insurance proceeds, and agrees to require all subcontractors to do likewise. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteers. The insurance provided by this policy shall not be suspended, voided or reduced in coverage or in limits except after thirty (30) days’ written notice has been submitted to the CITY and approved of in writing, except in the case of cancellation, for which ten (10) days’ written notice shall be provided. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve Cityproperty.

Endorsements. Each general liability Provider’s and automobile liability insurance policy any and all Provider subcontractor’s Commercial General Liability insurance; Commercial Automobile Insurance; Liability Excess, Umbrella and/or Reinsurance; and Abuse and Molestation coverage shall name the District, its governing board, officers, agents, employees, and/or volunteers as additional insureds. All endorsements specifying additional insureds for any of the Insurance Policies shall be issued as indicated below or an equivalent endorsement reasonably acceptable to the District. General Liability Ergonomics services: CG 20 26 10 01. Primary, Non-Contributory CG 20 01 01 13 Waiver of Subrogation CG 24 04 05 09 Deductibles. Any deductible(s) or self-insured retention(s) applicable to the insurance and/or coverage required by the foregoing provisions of this agreement must be declared to and approved by the District. Provider shall be responsible to pay that deductible or self-insured retention and the District shall not be responsible to pay these costs. In the event that Provider’s deductibles or self-insured retentions collectively total more than $50,000.00, District reserves the right to request proof of Provider’s financial solvency in relation to remittance thereof or require Provider to post a bond guaranteeing payment of the deductible, or both. Acceptability of Insurers. Insurance is to be placed with insurers possessing with a current A.M. Best’s rating of no less than A‑:VIIA: VII, unless otherwise acceptable to the District. Each general liability Insurance written on a “claims made” basis is to be renewed by the Provider and all Provider subcontractors for a period of five (5) years following termination of this Agreement. Such insurance must have the same coverage and limits as the policy shall be endorsed with that was in effect during the specific language term of Section 8.2.1 below. CONTRACTOR also agrees to require all contractorsthis agreement, and subcontractors to do likewise. “The CITY, its elected or appointed officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of will cover the CONTRACTOR, including materials, parts, or equipment furnished in connection with such work or operationsprovider for all claims made.” This policy shall be considered primary insurance as respects the CITY, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the CITY, including any self-insured retention the CITY may have, shall be considered excess insurance only and shall not contribute with this policy. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. Notwithstanding the provisions included in any of the ISO Additional Insured Endorsement forms, CONTRACTOR acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will be available to the CITY. The insurer waives all rights of subrogation against the CITY, its elected or appointed officers, officials, employees, or agents regardless of the applicability of any insurance proceeds, and agrees to require all subcontractors to do likewise. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteers. The insurance provided by this policy shall not be suspended, voided or reduced in coverage or in limits except after thirty (30) days’ written notice has been submitted to the CITY and approved of in writing, except in the case of cancellation, for which ten (10) days’ written notice shall be provided. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City.

Endorsements. Each general liability Lessee shall cause all insurance policies carried and automobile liability insurance policy maintained in accordance with this Section 10 to be endorsed as follows: (i) Lessee shall be issued by insurers possessing a Best’s rating of no less than A‑:VII. Each general liability insurance policy the named insured and loss payee and Lessor shall be endorsed an additional insured and lender loss payee as its interest may appear with respect to the specific language of Section 8.2.1 belowEquipment covered by property policies described in subsection (a)(i) and (a)(ii). CONTRACTOR also agrees to require all contractors, Lessee shall be the named insured and subcontractors to do likewise. “The CITY, its elected or appointed officers, officials, employees, agents, and volunteers are to Lessor shall be covered named as an additional insureds insured with respect to liability arising out policies described in subsections (a)(iii), (a)(iv) to the extent allowed by law and (a)(v). It shall be understood that any obligation imposed upon Lessee, including but not limited to the obligation to pay premiums, shall be the sole obligation of work performed Lessee and not that of Lessor; and (ii) With respect to property policies described in subsections (a)(i) and (a)(ii), the interests of Lessor shall not be invalidated by any action or inaction of Lessee, any Guarantor or any other Person, and shall insure Lessor regardless of any breach or violation by Lessee or any other Person, of any warranties, declarations or conditions of such policies; and (iii) Inasmuch as the liability policies are written to cover more than one insured, all terms conditions, insuring agreements and endorsements, with the exception of the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured; and (iv) The insurers thereunder shall waive all rights of subrogation against Lessor any right of setoff or counterclaim and any other right to deduction, whether by attachment or otherwise; and (v) Such insurance shall be primary without right of contribution of any other insurance carried by or on behalf of the CONTRACTOR, including materials, parts, or equipment furnished in connection with such work or operations.” This policy shall be considered primary insurance as respects the CITY, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the CITY, including any self-insured retention the CITY may have, shall be considered excess insurance only and shall not contribute with this policy. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except Lessor with respect to their interests as such in the limits Equipment; and (vi) If such insurance is canceled for any reason whatsoever, including nonpayment of liability of the insuring company. Notwithstanding the provisions included in any of the ISO Additional Insured Endorsement forms, CONTRACTOR acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will be available to the CITY. The insurer waives all rights of subrogation against the CITY, its elected or appointed officers, officials, employeespremium, or agents regardless any changes are initiated by Lessee or the carrier which affects the interests of the applicability of any insurance proceedsLessor, and agrees to require all subcontractors to do likewise. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected such cancellation or appointed officers, officials, employees, agents, or volunteers. The insurance provided by this policy change shall not be suspendedeffective as to Lessor until 30 days, voided or reduced in coverage or in limits except for (non-payment of premium which shall be 10 days) after thirty (30) days’ receipt by Lessor of written notice has been submitted to the CITY and approved of in writing, except in the case of cancellation, for which ten (10) days’ written notice shall be provided. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability sent by registered mail from such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve Cityinsurer.

Endorsements. Each general liability and automobile liability The Facility Lessee shall cause the insurance policy maintained in accordance with this section to be endorsed as follows: (i) the Facility Lessee shall be issued by insurers possessing a Best’s rating of no less than A‑:VII. Each general liability insurance policy the named insured and the Security Agent, the Owner Lessor and the Owner Participant shall be endorsed with the specific language of Section 8.2.1 below. CONTRACTOR also agrees to require all contractors, and subcontractors to do likewise. “The CITY, its elected or appointed officers, officials, employees, agents, and volunteers are to be covered as additional named insureds with respect to policies described in subsections (a)(i) and (a)(ii). The Security Agent (for so long as the Lessor Notes are outstanding, and thereafter, the Owner Lessor) shall be the sole loss payee with regard to any claim payments made under subsections (a)(i) and (a)(ii). The Facility Lessee shall be the named insured and the Security Agent, the Owner Lessor and the Owner Participant shall be additional named insureds with respect to policies described in subsections (a)(iii), (a)(iv), (a)(v) and (a)(vi). It shall be understood that any obligation imposed upon the Facility Lessee, including but not limited to the obligation to pay premiums, shall be the sole obligation of the Facility Lessee and not that of the Security Agent, the Owner Lessor or the Owner Participant; (ii) with respect to policies described in subsections (a)(i) and (a)(ii), the interests of the Security Agent, Owner Lessor or Owner Participant shall not be invalidated by any action or inaction of the Facility Lessee, or any other person, and shall insure the Security Agent, the Owner Lessor and the Owner Participant regardless of any breach or violation by the Facility Lessee, or any other person, of any warranties, declarations or conditions of such policies; (iii) inasmuch as the liability arising out policies are written to cover more than one insured, all terms conditions, insuring agreements and endorsements, with the exception of work performed the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured; (iv) the insurers thereunder shall waive all rights of subrogation against the Security Agent, the Owner Lessor and the Owner Participant, any right of setoff or counterclaim and any other right to deduction, whether by attachment or otherwise; (v) such insurance shall be primary without right of contribution of any other insurance carried by or on behalf of the CONTRACTORSecurity Agent, including materials, parts, the Owner Lessor or equipment furnished in connection with such work or operations.” This policy shall be considered primary insurance as respects the CITY, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the CITY, including any self-insured retention the CITY may have, shall be considered excess insurance only and shall not contribute with this policy. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except Owner Participant with respect to its interest as such in the limits Facility; and (vi) if such insurance is canceled for any reason whatsoever, including for nonpayment of liability premium, or any changes are initiated by the Facility Lessee or insurer which affect the interest of the insuring company. Notwithstanding Security Agent, the provisions included in any of Owner Lessor or the ISO Additional Insured Endorsement formsOwner Participant, CONTRACTOR acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will be available to the CITY. The insurer waives all rights of subrogation against the CITY, its elected such cancellation or appointed officers, officials, employees, or agents regardless of the applicability of any insurance proceeds, and agrees to require all subcontractors to do likewise. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteers. The insurance provided by this policy change shall not be suspendedeffective as to the Security Agent, voided the Owner Lessor or reduced in coverage or in limits except after the Owner Participant until thirty (30) days’ written notice has been submitted to the CITY and approved of in writing, except in the case of cancellation, for which ten (10) days’ days for non-payment of premiums, after receipt by the Security Agent or Owner Lessor of written notice shall be provided. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability sent by registered mail from such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve Cityinsurer.

Endorsements. Each general liability and automobile liability insurance All non-ISO endorsements amending policy coverage shall be issued executed by insurers possessing a Best’s rating licensed and authorized agent or broker. Permittee shall have furnished City with the certificate(s) and applicable endorsements for ALL required insurance fourteen (14) days prior to the Use of no less than A‑:VII. Each general liability City Grounds and Facilities. (i) All policies of insurance policy required herein shall be endorsed with the specific language of Section 8.2.1 below. CONTRACTOR also agrees to require all contractors, and subcontractors to do likewise. “The CITY, its elected or appointed officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the CONTRACTOR, including materials, parts, or equipment furnished in connection with such work or operations.” This policy shall be considered primary insurance as respects the CITY, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the CITY, including any self-insured retention the CITY may have, shall be considered excess insurance only and shall not contribute with this policy. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. Notwithstanding the provisions included in any of the ISO Additional Insured Endorsement forms, CONTRACTOR acknowledges provide that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will be available to the CITY. The insurer waives all rights of subrogation against the CITY, its elected or appointed officers, officials, employees, or agents regardless of the applicability of any insurance proceeds, and agrees to require all subcontractors to do likewise. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteers. The insurance provided by this policy shall hall not be suspendedcancelled, voided or non-renewed, reduced in coverage or in limits except after thirty (30) days’ calendar day written notice by certified mail, return receipt requested, has been submitted given to the CITY City. Permittee is also responsible for providing written notice to the City under the same terms and approved conditions. Upon issuance by the insurer, broker, or agent of in writing, except in the case a notice of cancellation, non-renewal or reduction in coverage or in limits, Permittee shall furnish the City with a new certificate and applicable endorsements for which ten such policy(ies). In the event any policy is due to expire during the special event, Permittee shall provide a new Certificate and applicable endorsements evidencing renewal of such policy(ies) not less than fifteen (1015) days’ written notice calendar days prior to the expiration date of the expiring policy. (ii) The CGL, CAL and Liquor Liability (if applicable) insurance policies shall name the City of Fresno, its officers, officials, agents, employees and volunteers as additional insureds. (iii) All policies of insurance shall be providedprimary with respect to the City of Fresno, its officers, officials, employees, agents and volunteers. Contractor agrees to provide immediate notice Any insurance or self-insurance maintained by the City of Fresno, its officers, officials, employees, agents and volunteers shall be excess of the Permittee’s insurance and not contribute with it. (iv) Any Workers’ Compensation insurance policy shall contain a waiver of subrogation as to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability by such noticeFresno, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve Cityits officers, officials, agents, employees and volunteers.

Endorsements. Each general The Borrowers shall cause all insurance policies carried and maintained in accordance with Section 5.2(a) to be endorsed as follows: (i) The Administrative Agent and the Secured Parties shall be loss payee as respects the property policies required to be maintained pursuant to Section 5.2(a). Administrative Agent and the Secured Parties shall be additional insureds as respects the liability and automobile liability insurance policy casualty policies required to be maintained pursuant to Section 5.2(a). It shall be issued by insurers possessing a Best’s rating of no less than A‑:VII. Each general liability insurance policy understood that any obligation imposed upon the Borrowers, including but not limited to the obligation to pay premiums, shall be endorsed the sole obligation of the Borrowers and not that of the Administrative Agent and Secured Parties. The foregoing shall not limit the right of the Loan Parties to name third parties as loss payees and/or additional insureds under such property and liability policies to the extent required under the Service Contracts; and (ii) With respect to property and casualty policies required to be maintained pursuant to Section 5.2(a), the interests of the Administrative Agent and the Secured Parties shall not be invalidated by any action or inaction of the Loan Parties or any other Person, and shall insure Administrative Agent and the Secured Parties regardless of any breach or violation by Borrowers or any other Person, of any warranties, declarations or conditions of such policies; and, (iii) Inasmuch as the liability policies required to be maintained pursuant to Section 5.2(a) are written to cover more than one insured, all terms, conditions, insuring agreements and endorsements, with the specific language exception of Section 8.2.1 below. CONTRACTOR also agrees to require the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured; and, (iv) The insurers thereunder shall waive all contractorsrights of subrogation against the Administrative Agent and the Secured Parties, any right of setoff or counterclaim, and subcontractors any other right to do likewise. “The CITYdeduction, its elected whether by attachment or appointed officers, officials, employees, agents, and volunteers are to otherwise; and, (v) Such insurance shall be covered as additional insureds with respect to liability arising out primary without right of work performed contribution of any other insurance carried by or on behalf of the CONTRACTORAdministrative Agent and the Secured Parties; and, (vi) If such insurance is canceled for any reason whatsoever, including materials, partsnonpayment of premium, or equipment furnished in connection with such work or operations.” This policy shall be considered primary insurance as respects the CITY, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained any changes are initiated by the CITY, including any self-insured retention Borrowers or the CITY may have, shall be considered excess insurance only and shall not contribute with this policy. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to carrier which affect the limits of liability interests of the insuring company. Notwithstanding the provisions included in any of the ISO Additional Insured Endorsement formsAdministrative Agent and Secured Parties, CONTRACTOR acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will be available to the CITY. The insurer waives all rights of subrogation against the CITY, its elected such cancellation or appointed officers, officials, employees, or agents regardless of the applicability of any insurance proceeds, and agrees to require all subcontractors to do likewise. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteers. The insurance provided by this policy change shall not be suspended, voided or reduced in coverage or in limits except after thirty effective as to Administrative Agent and the Secured Parties until 30 days (30ten (10) days’ written notice has been submitted to the CITY and approved of in writing, except days in the case of cancellation, for which ten (10non-payment of premium) days’ after receipt by the Administrative Agent of written notice shall be provided. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability sent by registered mail from such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve Cityinsurer.

Endorsements. Each general liability and automobile liability Any insurance policy shall be issued by insurers possessing a Best’s rating of no less than A‑:VII. Each general liability insurance policy provided in accordance with Section 7.3.1 shall be endorsed to provide that: i. Operator shall be an insured for losses occurring at the Site in the case of insurance provided in accordance with Section 7.3.1 paragraphs i and ii and an additional insured in the case of insurance provided in accordance with Section 7.3.1 paragraphs iii and iv, in each case with the specific language understanding that, except as expressly provided in Section 7.3.2, any obligation imposed upon Owner (including the liability to pay premiums) shall be the sole obligation of Section 8.2.1 belowOwner and not that of Operator. ii. CONTRACTOR also agrees The insurer thereunder waives all rights, of subrogation against Operator and Owner and any other right to require all contractorsdeduction due to outstanding premiums, and subcontractors to do likewisewhether by attachment or otherwise. iii. “The CITY, its elected or appointed officers, officials, employees, agents, and volunteers are to Such insurance shall be covered as additional insureds with respect to liability arising out primary without right of work performed contribution of any other insurance carried by or on behalf of the CONTRACTOR, including materials, parts, or equipment furnished in connection with such work or operations.” This policy shall be considered primary insurance as respects the CITY, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the CITY, including any self-insured retention the CITY may have, shall be considered excess insurance only and shall not contribute with this policy. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except Operator with respect to its interest as such in the limits Facility. iv. If such insurance is canceled for any reason whatsoever, including nonpayment of liability of the insuring company. Notwithstanding the provisions included in any of the ISO Additional Insured Endorsement forms, CONTRACTOR acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will be available to the CITY. The insurer waives all rights of subrogation against the CITY, its elected or appointed officers, officials, employeespremium, or agents regardless any substantial change is made in the coverage that affects the interest of the applicability of any insurance proceedsOperator and Lender, and agrees to require all subcontractors to do likewise. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected such cancellation or appointed officers, officials, employees, agents, or volunteers. The insurance provided by this policy change shall not be suspended, voided or reduced in coverage or in limits except effective as to Operator until forty-five (45) days after thirty (30) days’ receipt by Operator of written notice has been submitted sent by registered mail from such insurer of such cancellation or change; provided, however, that such forty-five (45) day period shall be reduced to the CITY and approved of in writing, except in the case of cancellation, for which ten (10) days’ days in the case where cancellation results from the nonpayment of premiums. v. Inasmuch as such policies are written notice to cover more than one insured, all terms, conditions, insuring agreements and endorsements (other than the limits of liability) shall be providedoperate in the same manner as if there were a separate policy covering each insured. vi. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out If Owner purchases insurance on a claims made basis, such policies must contain a discovery period that expires five (5) years after the expiration of the work performed under this agreement. City assumes no obligation or liability by such noticepolicy or, with Operator's prior written consent which shall not be unreasonably withheld, Owner will provide an equivalent arrangement to address claims which occurred during the claims made policy period but has the right are not reported for a period of five (but not the duty5) to monitor the handling of any such claim or claims if they are likely to involve Cityyears.

Endorsements. Each general liability and automobile liability In the event the LGS Assets are not subject to insurance policy coverage (or the obligation to self-insure) under the Ultra Lease, all policies of insurance required by this Agreement shall be issued by insurers possessing contain clauses or endorsements to the effect that (i) Agent is a Best’s rating of no less than A‑:VII. Each general liability insurance policy shall be endorsed with the specific language of Section 8.2.1 below. CONTRACTOR also agrees to require all contractors, and subcontractors to do likewise. “The CITY, its elected or appointed officers, officials, employees, agents, and volunteers are to be covered as additional insureds loss payee with respect to liability arising out each policy of work performed by property or on behalf of the CONTRACTOR, including materials, parts, or equipment furnished in connection with such work or operations.” This policy shall be considered primary casualty insurance as respects the CITY, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the CITY, including any self-insured retention the CITY may have, shall be considered excess insurance only and shall not contribute with this policy. This insurance shall act for each insured and an additional insured as though a separate policy had been written for each, except with respect to the limits each policy of liability insurance, (ii) no act or omission of Borrower, anyone acting for Borrower (including, without limitation, any representations made in the procurement of such insurance), which might otherwise result in a forfeiture of such insurance or any part thereof, no occupancy or use of the insuring company. Notwithstanding LGS Assets for purposes more hazardous than permitted by the provisions included terms of the policy, and no foreclosure or any other change in title to the Mortgaged Property or any part thereof, shall affect the validity or enforceability of such insurance insofar as Agent is concerned, (iii) the insurer waives any right of setoff, counterclaim, subrogation, or any deduction in respect of any liability of any of the ISO Additional Insured Endorsement formsBorrower and Agent, CONTRACTOR acknowledges that the (iv) such insurance coverage is primary and policy limits set forth in this section constitute the minimum amounts without right of coverage required. Any contribution from any other insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will may be available to the CITY. The insurer waives all rights of subrogation against the CITYavailable, its elected or appointed officers, officials, employees, or agents regardless of the applicability of any insurance proceeds, and agrees to require all subcontractors to do likewise. Any failure to comply with reporting provisions of the (v) such policies shall not affect coverage provided be modified, canceled or terminated prior to the City, its elected or appointed officers, officials, employees, agents, or volunteers. The insurance provided by this policy shall not be suspended, voided or reduced in coverage or in limits except after scheduled expiration date thereof without the insurer thereunder giving at least thirty (30) days’ days prior written notice has to Agent by certified or registered mail, and (vi) that Agent or Lenders shall not be liable for any premiums thereon or subject to any assessments thereunder, and shall in all events be in amounts sufficient to avoid any coinsurance liability. Upon request by Borrower, Agent and Borrower may approve variations in the foregoing requirements from time to time. Upon Agent’s request, Borrower shall deliver duplicate originals or certified copies of all such policies to Agent, and shall promptly furnish to Agent all renewal notices and evidence that all premiums or portions thereof then due and payable have been submitted paid. At least fifteen (15) days prior to the CITY and approved of in writing, except in the case of cancellation, for which ten (10) days’ written notice shall be provided. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out expiration date of the work performed under this agreement. City assumes no obligation or liability by such noticepolicies, but has the right (but not the duty) Borrower shall deliver to monitor the handling Agent evidence of any such claim or claims if they are likely continued coverage, including a certificate of insurance, as may be satisfactory to involve CityAgent.

Endorsements. Each All policies of insurance required by this Section 10 shall provide for waivers of subrogation by the insurers in favor of the Lessor, Merrill, Merrill Lynch, Merrill Leasing, the general liability partner of xxx Xxxxxx xxx xtx xxxxxxxxxxxx, officers and automobile directors, the limited partners of the Lessor and Assignee and their respective officers, directors, members, trustees and employees (and such other Persons as may be required by the Project Contracts). All policies of liability insurance policy shall required to be issued maintained by insurers possessing a Best’s rating the Lessee under paragraphs (b)(i)(3), (4) and (5) of no less than A‑:VII. Each general liability insurance policy this Section 10 shall be endorsed with as follows: (1) To provide a severability of interest or cross liability clause; (2) Such that the specific language of Section 8.2.1 below. CONTRACTOR also agrees to require all contractors, and subcontractors to do likewise. “The CITY, its elected or appointed officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the CONTRACTOR, including materials, parts, or equipment furnished in connection with such work or operations.” This policy insurance shall be considered primary and not excess to or contributing with any insurance as respects the CITY, its elected or appointed officers, officials, employees, agents, and volunteers. Any self-insurance maintained by the CITYLessor, including any self-Merrill, Merrill Lynch, Merrill Leasing, the general xxxxxxx xx txx Xxxxxx xxd its shareholders, officers and directors, the limited partners of the Lessor or Assignee; (3) To name Merrill, Merrill Lynch, Merrill Leasing, the general xxxxxxx of xxx Xxxxxx and its shareholders, officers and directors, the limited partners of the Lessor and Assignee and their respective officers, directors, members, trustees and employees (and such other Persons as may be required by the Project Contracts) as additional insureds; and (4) To name the Lessor and its respective officers and employees as a named insured retention or an additional insured, as the CITY Lessor may have, require. All policies of insurance required to be maintained by the Lessee under paragraph (b)(ii) of this Section 10 shall be considered excess insurance only and shall not contribute with this policy. This insurance shall act for each name the Lessor as a named insured and additional insured as though a separate policy had been written for eachname Merrill, except with respect to Merrill Lynch, Merrill Leasing, the limits of liability general partner xx xxx Xxxxxx xxx xxx xxxxxxxxxxxs, officers and directors, the limited partners of the insuring company. Notwithstanding Lessor and Assignee and its respective officers and employees (and such other Persons as may be required by the provisions included in any of the ISO Additional Insured Endorsement forms, CONTRACTOR acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will be available to the CITY. The insurer waives all rights of subrogation against the CITY, its elected or appointed officers, officials, employees, or agents regardless of the applicability of any insurance proceeds, and agrees to require all subcontractors to do likewise. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteers. The insurance provided by this policy shall not be suspended, voided or reduced in coverage or in limits except after thirty (30Project Contracts) days’ written notice has been submitted to the CITY and approved of in writing, except in the case of cancellation, for which ten (10) days’ written notice shall be provided. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve Cityas additional insureds.

Endorsements. Each general liability and automobile liability Service Provider shall obtain the following endorsements to its policy or policies of insurance (or so reflect in appropriate policy shall be issued by insurers possessing a Best’s rating of no less than A‑:VII. Each general liability insurance certificate(s)) as are necessary to cause the policy shall be endorsed or policies to comply with the specific language requirements stated herein. (i) Service Provider’s insurance policies as required herein under Sections 1(a)(ii) and (iii) of Section 8.2.1 below. CONTRACTOR also agrees to require all contractors, this Exhibit 24 shall name DIR and subcontractors to do likewise. “The CITY, its elected or appointed Customers and their respective officers, officials, employees, agents, directors and volunteers are employees as Additional Insureds thereunder for liability (subject to be covered as additional insureds with respect to liability the terms of this Master Services Agreement) arising out of work performed by or on behalf of the CONTRACTOR, including materials, parts, or equipment furnished at any time in connection with such work the performance of Service Provider or operationsService Provider Personnel under this Master Services Agreement. The policy required under Section 1(a)(ii) shall have no cross-suits exclusion, or any similar exclusion that excludes coverage for claims brought by one insured under the policy against another insured under the policy.” This (ii) The Service Provider insurance policies required under Sections 1(a)(ii) through (v) must provide coverage on a per occurrence basis (i.e. not claims-based). (iii) The Service Provider insurance policy required under Section 1(a)(v) of this Exhibit 24 shall name DIR and Customers and their respective officers, directors and employees as loss payees as their interests may appear. (iv) Each policy shall be considered primary insurance as respects the CITY, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the CITY, including any self-insured retention the CITY may have, shall be considered excess insurance only and shall not contribute with this policy. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. Notwithstanding the provisions included in any of the ISO Additional Insured Endorsement forms, CONTRACTOR acknowledges provide that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will be available to the CITY. The insurer waives all rights of subrogation against the CITY, its elected or appointed officers, officials, employees, or agents regardless of the applicability of any insurance proceeds, and agrees to require all subcontractors to do likewise. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteers. The insurance provided by this policy it shall not be suspended, voided canceled or reduced in coverage or in limits materially altered except after at least thirty (30) days’ days advance written notice has been submitted to DIR that any such policy is canceled or materially altered (or, to the CITY and approved of in writingextent such policy does not so provide, except in Service Provider shall cause the case of cancellation, for which ten (10) days’ written notice shall be provided. Contractor agrees applicable insurance company to agree to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability by such notice). Should any policy expire or be canceled during the Term and should Service Provider thereafter fail to immediately procure replacement insurance as specified, but has DIR reserves the right (but not the dutyobligation) to monitor procure such insurance and to deduct the handling cost thereof from any sums due Service Provider under this Master Services Agreement. (v) All insurance required under this Section 1 shall be primary insurance and any other valid insurance existing for DIR’s benefit shall be excess of any such claim or claims if they are likely to involve Cityprimary insurance as respects the scope of this Master Services Agreement and as respects Service Provider’s liability.

Endorsements. Each general liability and automobile liability The Facility Lessee shall cause the insurance policy maintained in accordance with this section to be endorsed as follows: (i) the Facility Lessee shall be issued by insurers possessing a Best’s rating of no less than A‑:VII. Each general liability insurance policy the named insured and the Owner Lessor and the Owner Participant shall be endorsed with the specific language of Section 8.2.1 below. CONTRACTOR also agrees to require all contractors, and subcontractors to do likewise. “The CITY, its elected or appointed officers, officials, employees, agents, and volunteers are to be covered as additional insureds loss payees with respect to policies described in subsections (a)(i) and (a)(ii). The Facility Lessee shall be the named insured and the Owner Lessor and the Owner Participant shall be loss payees with respect to policies described in subsections (a)(iii), (a)(iv), (a)(v) and (a)(vi). The Owner Lessor shall be the sole loss payee with regard to any claim payments made under subsections (a)(i) and (a)(ii). It shall be understood that any obligation imposed upon the Facility Lessee, including but not limited to the obligation to pay premiums, shall be the sole obligation of the Facility Lessee and not that of the Owner Lessor and the Owner Participant; (ii) with respect to policies described in subsections (a)(i) and (a)(ii), the interests of the Owner Lessor and the Owner Participant shall not be invalidated by any action or inaction of the Facility Lessee, or any other person, and shall insure the Owner Lessor and the Owner Participant regardless of any breach or violation by the Facility Lessee, or any other person, of any warranties, declarations or conditions of such policies; (iii) inasmuch as the liability arising out policies are written to cover more than one insured, all terms conditions, insuring agreements and endorsements, with the exception of work performed the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured; (iv) the insurers thereunder shall waive all rights of subrogation against the Owner Lessor and the Owner Participant, any right of setoff or counterclaim and any other right to deduction, whether by attachment or otherwise; (v) such insurance shall be primary without right of contribution of any other insurance carried by or on behalf of the CONTRACTOR, including materials, parts, or equipment furnished in connection with such work or operations.” This policy shall be considered primary insurance as respects Owner Lessor and the CITY, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the CITY, including any self-insured retention the CITY may have, shall be considered excess insurance only and shall not contribute with this policy. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except Owner Participant with respect to its interest as such in the limits Facility; and (vi) if such insurance is canceled for any reason whatsoever, including for nonpayment of liability premium, or any changes are initiated by the Facility Lessee or insurer which affect the interest of the insuring company. Notwithstanding Owner Lessor and the provisions included in any of the ISO Additional Insured Endorsement formsOwner Participant, CONTRACTOR acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will be available to the CITY. The insurer waives all rights of subrogation against the CITY, its elected such cancellation or appointed officers, officials, employees, or agents regardless of the applicability of any insurance proceeds, and agrees to require all subcontractors to do likewise. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteers. The insurance provided by this policy change shall not be suspended, voided or reduced in coverage or in limits except after effective as to the Owner Lessor and the Owner Participant until thirty (30) days’ written notice has been submitted to the CITY and approved of in writing, except in the case of cancellation, for which ten (10) days’ days for non-payment of premiums, after receipt by the Owner Lessor of written notice shall be provided. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability sent by registered mail from such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve Cityinsurer.

Endorsements. Each All policies of insurance required by this Section 10 shall provide for waivers of subrogation by the insurers in favor of the Lessor, Xxxxxxx, Xxxxxxx Xxxxx, Xxxxxxx Leasing, the general liability partner of the Lessor and automobile its shareholders, officers and directors, the limited partners of the Lessor and Assignee and their respective officers, directors, members, trustees and employees (and such other Persons as may be required by the Project Contracts). All policies of liability insurance policy shall required to be issued maintained by insurers possessing a Best’s rating the Lessee under paragraphs (b)(i)(3), (4) and (5) of no less than A‑:VII. Each general liability insurance policy this Section 10 shall be endorsed with as follows: (1) To provide a severability of interest or cross liability clause; (2) Such that the specific language of Section 8.2.1 below. CONTRACTOR also agrees to require all contractors, and subcontractors to do likewise. “The CITY, its elected or appointed officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the CONTRACTOR, including materials, parts, or equipment furnished in connection with such work or operations.” This policy insurance shall be considered primary and not excess to or contributing with any insurance as respects the CITY, its elected or appointed officers, officials, employees, agents, and volunteers. Any self-insurance maintained by the CITYLessor, including any self-insured retention Xxxxxxx, Xxxxxxx Xxxxx, Xxxxxxx Leasing, the CITY general partner of the Lessor and its shareholders, officers and directors, the limited partners of the Lessor or Assignee; (3) To name Xxxxxxx, Xxxxxxx Xxxxx, Xxxxxxx Leasing, the general partner of the Lessor and its shareholders, officers and directors, the limited partners of the Lessor and Assignee and their respective officers, directors, members, trustees and employees (and such other Persons as may have, be required by the Project Contracts) as additional insureds; and (4) To name the Lessor as a named insured. All policies of insurance required to be maintained by the Lessee under paragraph (b)(ii) of this Section 10 shall be considered excess insurance only and shall not contribute with this policy. This insurance shall act for each name the Lessor as a named insured and additional insured as though a separate policy had been written for eachname Xxxxxxx, except with respect to Xxxxxxx Xxxxx, Xxxxxxx Leasing, the limits of liability general partner of the insuring company. Notwithstanding Lessor and its shareholders, officers and directors, the provisions included in any limited partners of the ISO Additional Insured Endorsement forms, CONTRACTOR acknowledges that Lessor and Assignee and its respective officers and employees (and such other Persons as may be required by the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage requiredProject Contracts) as additional insureds. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will be available to the CITY. The insurer waives all rights of subrogation against the CITY, its elected or appointed officers, officials, employees, or agents regardless of the applicability of any insurance proceeds, and agrees to require all subcontractors to do likewise. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteers. The insurance provided by this policy shall not be suspended, voided or reduced in coverage or in limits except after thirty (30) days’ written notice has been submitted to the CITY and approved of in writing, except in the case of cancellation, for which ten (10) days’ written notice shall be provided. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City.THIS LEASE AGREEMENT IS CONFIDENTIAL AND PROPRIETARY

Endorsements. Each general liability and automobile liability insurance policy shall be issued by insurers possessing a Best’s rating of no less than A‑:VIIA-:VII. Each general liability insurance policy shall be endorsed with the specific language of Section 8.2.1 below. CONTRACTOR also agrees to require all contractors, and subcontractors to do likewise. “The CITY, its elected or appointed officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the CONTRACTOR, including materials, parts, or equipment furnished in connection with such work or operations.” This policy shall be considered primary insurance as respects the CITY, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the CITY, including any self-insured retention the CITY may have, shall be considered excess insurance only and shall not contribute with this policy. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. Notwithstanding the provisions included in any of the ISO Additional Insured Endorsement forms, CONTRACTOR acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss loss, will be available to the CITY. The insurer waives all rights of subrogation against the CITY, its elected or appointed officers, officials, employees, or agents regardless of the applicability of any insurance proceeds, and agrees to require all subcontractors to do likewise. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteers. The insurance provided by this policy shall not be suspended, voided or reduced in coverage or in limits except after thirty (30) days’ written notice has been submitted to the CITY and approved of in writing, except in the case of cancellation, for which ten (10) days’ written notice shall be provided. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the CITY. At the CITY’s option, the CONTRACTOR shall demonstrate financial capability for payment of such deductibles or self-insured retentions.

Endorsements. Each general liability and automobile liability insurance policy shall be issued by insurers possessing a Best’s rating of no less than A‑:VIIA-:VII. Each general liability insurance policy shall be endorsed with the specific language of similar to Section 8.2.1 below. CONTRACTOR ARCHITECT also agrees to require all contractors, and subcontractors to do likewise. 8.2.1. “The CITY, its elected or appointed officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the CONTRACTORARCHITECT, including materials, parts, or equipment furnished in connection with such work or operationsoperations if required by written contract.” ” 8.2.2. This policy shall be considered primary insurance as respects the CITY, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the CITY, including any self-insured retention the CITY may have, shall be considered excess insurance only and shall not contribute with this policy. 8.2.3. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. 8.2.4. Notwithstanding the provisions included in any of the ISO Additional Insured Endorsement forms, CONTRACTOR ARCHITECT acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will be available to the CITY. 8.2.5. The insurer waives all rights of subrogation against the CITY, its elected or appointed officers, officials, or employees, or agents regardless of the applicability of any insurance proceeds, and agrees to require all subcontractors to do likewise. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteersDocuSign Envelope ID: 3B9C67E3-A4B7-4A9B-A753-C63F4399B3B3 8.2.6. Intentionally Omitted. 8.2.7. The insurance provided by this policy shall not be suspended, voided cancelled or reduced in coverage or in limits modified except after thirty (30) days’ written notice has been submitted to the CITY and approved of in writing, except in the case of cancellationnonpayment of premium, for which ten (10) days’ written notice shall be provided. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City.

Endorsements. Each general liability and automobile liability Any insurance policy carried in accordance with Section 11.01 shall be issued by insurers possessing a Best’s rating of no less than A‑:VII. Each general liability insurance policy shall provide or be endorsed to provide: (i) with respect to the specific language of insurance referred to in Section 8.2.1 below. CONTRACTOR also agrees to require all contractors11.01(i) and (iii), Lessor, Owner Participant and subcontractors to do likewise. “The CITY, its elected or appointed officers, officials, employees, agents, and volunteers Indenture Trustee are to be covered named as additional insureds with respect the understanding that any obligation imposed upon the insured (including the liability to liability arising out of work performed by or on behalf pay premiums, but excluding any obligation of the CONTRACTORinsured to cooperate with any insurer or any insurer's representative in the investigation, including materials, parts, defense or equipment furnished in connection with settlement of any claim covered under such work or operations.” This policy insurance) shall be considered primary insurance as respects the CITY, its elected or appointed officers, officials, employees, agents, sole obligation of Lessee and volunteers. Any insurance maintained by the CITY, including not that of any self-insured retention the CITY may have, shall be considered excess insurance only other insured; and shall not contribute with this policy. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of insurance referred to in Section 11.01(iv) and (v), Lessor, Owner Participant and Indenture Trustee are named as loss payees; (ii) proceeds received under any policy shall be payable in accordance with Section 11.04; (iii) the insuring company. Notwithstanding the provisions included in any of the ISO Additional Insured Endorsement forms, CONTRACTOR acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will be available to the CITY. The insurer thereunder waives all rights of subrogation against Lessor, any Participant and Indenture Trustee; (iv) such insurance shall be primary without right of contribution from any other insurance carried by or on behalf of Lessee, Lessor, Owner Participant, Indenture Trustee, any Loan Participant or any other Person with respect to its interest in the CITYFacility except in the event of loss or liability resulting solely from such Person's gross negligence; (v) with respect to all liability insurance, its elected all terms, conditions, insuring agreements and endorsements, with the exception of limits of liability, shall operate in the same manner as if there were a separate policy covering each insured; (vi) if insurance (other than that provided by Oil Insurance Limited) is cancelled for any reason other than non-payment of premium, such cancellation shall not be effective as to additional insureds and/or loss payees named on the policies until 30 days after written notice of cancellation is tendered by the insurer to each of them; if insurance (other than that provided by Oil Insurance Limited) is cancelled by reason of non-payment of premium, such cancellation shall not be effective as to additional insureds and/or loss payees named in the policy until 10 days after written notice of cancellation is tendered by the insurer to each of them; upon any cancellation or appointed officersnotice of impending cancellation of insurance provided by Oil Insurance Limited, officialsLessee will immediately give written notice of such cancellation or impending cancellation to Owner Participant and Indenture Trustee; and (vii) to the extent a material change endorsement is commercially available, employees, or agents regardless of the applicability of any insurance proceeds, and agrees to require all subcontractors to do likewise. Any failure to comply with reporting provisions of the policies shall not affect be endorsed to provide that any material change or reduction in the coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteers. The insurance provided by this policy shall not be suspended, voided effective as to additional insureds or reduced in coverage or in limits except loss payees named an the policies until 30 days after thirty (30) days’ written notice has been submitted of such change or reduction is tendered to each of them; to the CITY and approved of in writingextent such an endorsement is not commercially available, except in the case of cancellation, for which ten (10) days’ written Lessee shall promptly give notice shall be provided. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim material change or claims if they are likely reduction in the coverage to involve CityOwner Participant and Indenture Trustee.

Endorsements. Each general liability and automobile liability insurance policy shall be issued by insurers possessing a Best’s rating of no less than A‑:VII. Each general liability insurance policy A:VII and shall be endorsed with the specific language of Section 8.2.1 below. CONTRACTOR also agrees to require all contractors, and subcontractors to do likewise. . I. “The CITYCity, its elected or appointed officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the CONTRACTORTesla, including materials, parts, or equipment furnished in connection with such work or operations.” ” II. This policy shall be considered primary insurance as respects the CITYCity, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the CITYCity, including any self-insured retention the CITY City may have, shall be considered excess insurance only and shall not contribute with this policy. III. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. IV. Notwithstanding the provisions included in any of the ISO Additional Insured Endorsement forms, CONTRACTOR Tesla acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY City in excess of the limits and coverage required in this agreement and which is applicable to a given loss will be available to the CITY. City. V. The insurer waives all rights of subrogation against the CITYCity, its elected or appointed officers, officials, employees, or agents regardless of the applicability of any insurance proceeds, and agrees to require all subcontractors to do likewise. VI. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteers. VII. The insurance provided by this policy shall not be suspended, voided or reduced in coverage or in limits canceled except after thirty (30) days’ written notice has been submitted to received by the CITY and approved of in writing, except in the case of cancellation, for which City or ten (10) days’ written notice shall be provideddays for non-payment. VIII. Contractor Tesla agrees to provide immediate prompt notice to City of any claim or loss against Contractor Tesla arising out of the work performed by Tesla under this agreementAgreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City.

Endorsements. Each general liability Lessee shall cause all insurance policies carried and automobile liability insurance policy maintained in accordance with this Section 10 to be endorsed as follows: (i) Lessor shall be issued by insurers possessing a Best’s rating of no less than A‑:VIIan additional named insured and loss payee with respect to property insurance policies described in Section 10(a)(i). Each general liability insurance policy Lessor shall be endorsed with the specific language of Section 8.2.1 below. CONTRACTOR also agrees to require all contractors, and subcontractors to do likewise. “The CITY, its elected or appointed officers, officials, employees, agents, and volunteers are to be covered as an additional insureds insured with respect to liability arising out insurance policies described in Sections 10(a)(ii), (a)(iii) to the extent allowed by law, and (a)(iv). It shall be understood that any obligation imposed upon Lessee, including but not limited to the obligation to pay premiums, shall be the sole obligation of work performed Lessee and not that of Lessor; and, (ii) with respect to property insurance policies described in Section 10(a)(i), the interests of Lessor shall not be invalidated by any action or inaction of Lessee, or any other person, and shall insure Lessor regardless of any breach or violation by Lessee or any other person, of any warranties, declarations or conditions of such policies; and, (iii) inasmuch as the liability policies are written to cover more than one insured, all terms conditions, insuring agreements and endorsements, with the exception of the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured; and, (iv) the insurers thereunder shall waive all rights of subrogation against Lessor, any right of setoff or counterclaim, and any other right to deduction, whether by attachment or otherwise; and, (v) such insurance shall be solely responsible to respond to Lessee's losses (primary) without right of contribution of any other insurance carried by or on behalf of Lessor as it relates to the CONTRACTOREquipment; and, (vi) if such insurance is canceled for any reason whatsoever, including materials, partsnonpayment of premium, or equipment furnished in connection with any changes are initiated by Lessee or carrier which affect the interests of Lessor, such work cancellation or operations.” This policy shall be considered primary insurance as respects the CITY, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the CITY, including any self-insured retention the CITY may have, shall be considered excess insurance only and shall not contribute with this policy. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. Notwithstanding the provisions included in any of the ISO Additional Insured Endorsement forms, CONTRACTOR acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will be available to the CITY. The insurer waives all rights of subrogation against the CITY, its elected or appointed officers, officials, employees, or agents regardless of the applicability of any insurance proceeds, and agrees to require all subcontractors to do likewise. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteers. The insurance provided by this policy change shall not be suspended, voided or reduced in coverage or in limits except after effective as to Lessor until thirty (30) days’ written notice has been submitted to the CITY and approved of in writing, except in the case for non-payment of cancellation, for premium which shall be ten (10) days’ , after receipt by Lessor of written notice shall be provided. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability sent by registered mail from such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve Cityinsurer.

Endorsements. Each general liability and automobile liability insurance policy shall be issued by insurers possessing a Best’s rating of no less than A‑:VIIA-: VII. Each general liability insurance policy shall be endorsed with the specific language of Section 8.2.1 below. CONTRACTOR also agrees to require all contractors, and subcontractors to do likewise. 8.2.1. “The CITY, its elected or appointed officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the CONTRACTOR, including materials, parts, or equipment furnished in connection with such work or operations.” ” 8.2.2. This policy shall be considered primary insurance as respects the CITY, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the CITY, including any self-insured retention the CITY may have, shall be considered excess insurance only and shall not contribute with this policy. 8.2.3. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. 8.2.4. Notwithstanding the provisions included in any of the ISO Additional Insured Endorsement forms, CONTRACTOR acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will be available to the CITY. 8.2.5. The insurer waives all rights of subrogation against the CITY, its elected or appointed officers, officials, employees, or agents regardless of the applicability of any insurance proceeds, and agrees to require all subcontractors to do likewise. 8.2.6. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteers. 8.2.7. The CONTRACTOR agrees to oblige its insurance provided by this policy shall not be suspended, voided agent or reduced in coverage or in limits except after broker and insurers to provide CITY with a thirty (30) days’ written day notice has been submitted to the CITY and approved of in writing, cancellation (except in the case of cancellation, for nonpayment for which a ten (10) days’ written day notice is required) or nonrenewal of coverage for each required coverage. If any of the CONTRACTOR’s insurers are unwilling to provide such notice, then CONTRACTOR shall be providedhave the responsibility of notifying CITY immediately in the event of CONTRACTOR’s failure to renew any of the required insurance coverages or insurer’s cancellation or non- renewal. 8.2.8. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City.

Endorsements. Each general liability Provider’s and automobile liability insurance policy any and all Provider subcontractor’s Commercial General Liability insurance; Commercial Automobile Insurance; Liability Excess, Umbrella and/or Reinsurance; and Abuse and Molestation coverage shall name the LEA, its governing board, officers, agents, employees, and/or volunteers as additional insureds. All endorsements specifying additional insureds for any of the Insurance Policies shall be issued as indicated below or an equivalent endorsement reasonably acceptable to the LEA. General Liability Student Transportation Services: CG 20 26 10 01. Primary, Non-Contributory CG 20 01 01 13 Waiver of Subrogation CG 24 04 05 09 Commercial Automobile Liability CA 20 48 10 13 Provider’s and any and all Provider subcontractor’s Commercial General Liability insurance shall provide a list of endorsements and exclusions. Deductibles. Any deductible(s) or self-insured retention(s) applicable to the insurance and/or coverage required by the foregoing provisions of this agreement must be declared to and approved by the LEA. Provider shall be responsible to pay that deductible or self-insured retention and the LEA shall not be responsible to pay these costs. In the event that Provider’s deductibles or self-insured retentions collectively total more than $50,000.00, XXX reserves the right to request proof of Provider’s financial solvency in relation to remittance thereof or require Provider to post a bond guaranteeing payment of the deductible, or both. Acceptability of Insurers. Insurance is to be placed with insurers possessing with a current A.M. Best’s rating of no less than A‑:VIIA: VII, unless otherwise acceptable to the LEA. Each general liability insurance policy shall be endorsed with the specific language of Section 8.2.1 below. CONTRACTOR also agrees to require all contractors, and subcontractors to do likewise. Insurance written on a “The CITY, its elected or appointed officers, officials, employees, agents, and volunteers are claims made” basis is to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the CONTRACTOR, including materials, parts, or equipment furnished in connection with such work or operations.” This policy shall be considered primary insurance as respects the CITY, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained renewed by the CITY, including any self-insured retention Provider and all Provider subcontractors for a period of five (5) years following termination of this Agreement. Such insurance must have the CITY may have, shall be considered excess insurance only and shall not contribute with this policy. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. Notwithstanding the provisions included in any of the ISO Additional Insured Endorsement forms, CONTRACTOR acknowledges that the insurance same coverage and limits as the policy limits set forth that was in this section constitute effect during the minimum amounts term of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will be available to cover the CITY. The insurer waives provider for all rights of subrogation against the CITY, its elected or appointed officers, officials, employees, or agents regardless of the applicability of any insurance proceeds, and agrees to require all subcontractors to do likewise. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteers. The insurance provided by this policy shall not be suspended, voided or reduced in coverage or in limits except after thirty (30) days’ written notice has been submitted to the CITY and approved of in writing, except in the case of cancellation, for which ten (10) days’ written notice shall be provided. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve Citymade.

Endorsements. Each general liability and automobile liability insurance policy (1) All policies shall be issued by insurers possessing a Best’s rating of no less than A‑:VII. Each general liability insurance policy contain, or shall be endorsed so that: (a) The City shall be designated as an additional insured, with the specific language Workers Compensation insurance. The Workers Compensation and Employer’s Liability insurance policies shall contain a waiver of Section 8.2.1 below. CONTRACTOR also agrees subrogation as to require all contractors, and subcontractors to do likewise. “the City. (a) The CITYCity, its elected or appointed officers, officials, employeesboards, agentscommissions, employees and volunteers agents are to be covered as as, and have the rights of, additional insureds with respect to liability arising out of work activities performed by by, or on behalf of, Grantee under this Franchise or Applicable Law, or in the construction, operation or repair, or ownership of the CONTRACTOR, including materials, parts, or equipment furnished in connection with such work or operations.” This policy Cable System; (b) The Grantee's insurance coverage shall be considered primary insurance as respects with respect to the CITYCity, its elected or appointed officers, officials, employeesboards, commissions, employees and duly authorized agents, and volunteers. Any insurance or self-insurance maintained by the CITYCity, including any self-insured retention the CITY may haveits officers, officials, boards, commissions, employees and agents shall be considered in excess of the Grantee's insurance only and shall not contribute with this policy. This to it; and (c) The Grantee's insurance shall act for apply separately to each insured and additional insured as though against whom a separate policy had been written for eachclaim is made or lawsuit is brought, except with respect to the limits of liability the insurer's liability. (2) Each policy of the insuring company. Notwithstanding the provisions included in any of the ISO Additional Insured Endorsement forms, CONTRACTOR acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will be available to the CITY. The insurer waives all rights of subrogation against the CITY, its elected or appointed officers, officials, employees, or agents regardless of the applicability of any insurance proceeds, and agrees to require all subcontractors to do likewise. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteers. The insurance provided by this policy herein shall not be suspended, voided cancelled or reduced in coverage or in limits except after materially altered so as to be out of compliance with the requirements of this Section without thirty (30) days’ days written notice has been submitted first being given to the CITY and approved City. If the insurance is cancelled or materially altered so as to be out of in writingcompliance with the requirements of this Section within the term of this Franchise, except the Grantee shall provide a replacement policy. The Grantee agrees to maintain continuous uninterrupted insurance coverage, in the case of cancellationamounts required, for which ten the duration of this Franchise. (10) days’ written notice shall be provided. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City.B

Endorsements. Each general liability and automobile liability Any policies of insurance policy carried in accordance with this Section 15: (i) shall be issued by insurers possessing a Best’s rating of no less than A‑:VII. Each general liability insurance policy shall be endorsed with include the specific language of Section 8.2.1 below. CONTRACTOR also agrees to require all contractors, and subcontractors to do likewise. “The CITY, its elected or appointed officers, officials, employees, agents, and volunteers are to be covered Additional Insureds as their interests appear as additional insureds insureds, (ii) with respect to liability arising out of work performed by or on behalf of the CONTRACTOR, including materials, parts, or equipment furnished insurance carried in connection accordance with such work or operations.” This policy shall be considered primary insurance as respects the CITY, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the CITY, including any self-insured retention the CITY may haveSection 15(b), shall be considered excess payable to the Loan Trustee (for the account of all parties) and if no Default exists, shall be disbursed to the Sublessee (or other appropriate Person specified by the Sublessee), upon completion of repairs made to the Aircraft so as to restore it to the operating condition required by Section 12 or shall be disbursed as otherwise required by this Sublease (provided, that unless the Sublessor has notified the insurers that a Default exists, any hull insurance only proceeds for a loss not exceeding $1,000,000 for any single occurrence and not involving an Event of Loss to the Aircraft may be payable directly to the Sublessee), (iii) shall provide that if the insurers cancel such insurance for any reason whatever, or any change adverse to any Additional Insured is made in policy terms or provisions, or the insurance is allowed to lapse for nonpayment of premium, or such insurance coverage is reduced, such cancellation, change, lapse, or reduction shall not contribute with this policy. This be effective as to any Additional Insured for 30 days (seven days, or such other period as is then customary in the airline insurance industry, in the case of any war-risk coverage) after such Additional Insured receives written notice by such insurers of such cancellation, change, lapse, or reduction, (iv) shall provide that, in respect of the interest of each Additional Insured in such policies, the insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability not be invalidated by any action or inaction of the insuring company. Notwithstanding the provisions included in Sublessee, any of the ISO sub- sublessee, or any other Person except such Additional Insured Endorsement formsInsured, CONTRACTOR acknowledges (v) shall provide that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will be available to the CITY. The insurer waives all insurers shall waive any rights of subrogation against any Additional Insured, except to the CITY, its elected or appointed officers, officials, employees, or agents regardless of the applicability extent of any insurance proceedsloss caused by the gross negligence or willful misconduct of such Additional Insured, and agrees to require all subcontractors to do likewise. Any failure to comply with reporting provisions of (vi) shall provide that the policies Additional Insureds shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteers. The insurance provided by this policy shall not be suspended, voided or reduced in coverage or in limits except after thirty (30) days’ written notice has been submitted to the CITY and approved of in writing, except in the case of cancellation, for which ten (10) days’ written notice shall be provided. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes have no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling for payment of any premiums, commissions, calls, assessments, or advances, and (vii) shall be effective for domestic and (if and to the extent of operation outside the United States) international operations. Each liability policy (x) shall be primary without right of contribution from any other insurance which is carried by the Additional Insureds, (y) shall expressly provide that all of its provisions, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured, and (z) shall provide that the insurers shall waive any right of set-off, counterclaim, or other deduction against the Additional Insureds. With respect to any Item, any amount received by an Additional Insured pursuant to insurance carried under Section 15(b) which exceeds such claim or claims if they are likely Item's Stipulated Loss Value on the date such payment is received shall be promptly remitted to involve Citythe Sublessee.

Endorsements. Each general liability and automobile liability insurance policy shall be issued by insurers possessing a Best’s rating of no less than A‑:VIIA-:VII. Each general liability insurance policy shall be endorsed with the specific language of Section 8.2.1 below. CONTRACTOR CONSULTANT also agrees to require all contractors, and subcontractors to do likewise. 8.2.1. “The CITYCity of Los Angeles and HCBF, its their elected or appointed officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the CONTRACTORCONSULTANT, including materials, parts, or equipment furnished in connection with such work or operations.” ” 8.2.2. This policy shall be considered primary insurance as respects the CITYCity of Los Angeles and HCBF, its their elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the CITYCity of Los Angeles and HCBF, including any self-insured retention the CITY HCBF may have, shall be considered excess insurance only and shall not contribute with this policy. 8.2.3. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. 8.2.4. Notwithstanding the provisions included in any of the ISO Additional Insured Endorsement forms, CONTRACTOR CONSULTANT acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY HCBF in excess of the limits and coverage required in this agreement and which is applicable to a given loss loss, will be available to the CITYHCBF. 8.2.5. The insurer waives all rights of subrogation against the CITYCity of Los Angeles and HCBF, its their elected or appointed officers, officials, employees, or agents regardless of the applicability of any insurance proceeds, and agrees to require all subcontractors to do likewise. 8.2.6. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the CityCity of Los Angeles and HCBF, its their elected or appointed officers, officials, employees, agents, or volunteers. 8.2.7. The insurance provided by this policy shall not be suspended, voided or reduced in coverage or in limits except after thirty (30) days’ written notice has been submitted to the CITY and approved of in writing, except in the case of cancellation, for which ten (10) days’ written notice shall be provided. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City.thirty

Endorsements. Each general liability and automobile liability insurance policy shall be issued by insurers possessing a Best’s rating of no less than A‑:VIIA-:VII. Each general liability insurance policy shall be endorsed with the specific language of Section 8.2.1 below. CONTRACTOR also agrees to require all contractors, and subcontractors to do likewise. 8.2.1. “The CITY, its elected or appointed officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the CONTRACTOR, including materials, parts, or equipment furnished in connection with such work or operations.” ” 8.2.2. This policy shall be considered primary insurance as respects the CITY, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the CITY, including any self-insured retention the CITY may have, shall be considered excess insurance only and shall not contribute with this policy. 8.2.3. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. 8.2.4. Notwithstanding the provisions included in any of the ISO Additional Insured Endorsement forms, CONTRACTOR acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss loss, will be available to the CITY. 8.2.5. The insurer waives all rights of subrogation against the CITY, its elected or appointed officers, officials, employees, or agents regardless of the applicability of any insurance proceeds, and agrees to require all subcontractors to do likewise. 8.2.6. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteers. 8.2.7. The insurance provided by this policy shall not be suspended, voided or reduced in coverage or in limits except after thirty (30) days’ written notice has been submitted to the CITY and approved of in writing, except in the case of cancellation, for which ten (10) days’ written notice shall be provided. 8.2.8. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City.

Endorsements. Each general liability and automobile liability insurance i. The Commercial General Liability policy shall be issued by insurers possessing contain the following endorsements, which shall accompany the Certificate of insurance: a. an Additional Insured endorsement using ISO form CG 2010 or CG 2033 or a Best’s rating form at least as broad naming the Orange County Flood Control District and County of no less than A‑:VII. Each general liability insurance policy shall be endorsed with the specific language of Section 8.2.1 below. CONTRACTOR also agrees to require all contractors, and subcontractors to do likewise. “The CITYOrange, its elected or and appointed officials, officers, officials, employees, agents, and volunteers are to be covered agents as additional insureds with respect to liability arising out of work performed by Additional Insureds; and b. primary non-contributing endorsement evidencing that the TENANT’S insurance is primary and any insurance or on behalf of the CONTRACTOR, including materials, parts, or equipment furnished in connection with such work or operations.” This policy shall be considered primary insurance as respects the CITY, its elected or appointed officers, officials, employees, agents, and volunteers. Any self-insurance maintained by the CITY, including any self-insured retention the CITY may have, DISTRICT and/or County shall be considered excess and non-contributing. ii. All insurance only and policies required by this contract shall not contribute with this policy. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. Notwithstanding the provisions included in any of the ISO Additional Insured Endorsement forms, CONTRACTOR acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will be available to the CITY. The insurer waives waive all rights of subrogation against the CITYOrange County Flood Control District, County of Orange and members of the Board of Supervisors, its elected or and appointed officials, officers, officialsagents and employees when acting within the scope of their appointment or employment. iii. The Workers’ Compensation policy shall contain a waiver of subrogation endorsement waiving all rights of subrogation against the Orange County Flood Control District, employeesCounty of Orange, or agents regardless and members of the applicability Board of any insurance proceeds, and agrees to require all subcontractors to do likewise. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the CitySupervisors, its elected or and appointed officials, officers, officials, agents and employees, agents, or volunteers. iv. The Commercial Property policy shall be endorsed to include the County of Orange as a Loss Payee as respects its financial interest in the property. A Loss Payee endorsement shall be submitted with the Certificate of Insurance as evidence of this requirement. v. All insurance provided policies required by this policy contract shall not be suspended, voided or reduced in coverage or in limits except after give DISTRICT thirty (30) days’ written notice has been submitted to the CITY and approved of in writing, except in the case event of cancellation, for which cancellation and ten (10) days’ written notice days for non-payment of premium. This shall be providedevidenced by policy provisions or an endorsement separate from the Certificate of Insurance. vi. Contractor agrees to provide immediate notice to City The Commercial General Liability policy shall contain a severability of any claim or loss against Contractor arising out interests clause, also known as a “separation of insureds” clause (standard in the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City.ISO CG 001 policy)

Endorsements. Each general liability Borrower shall, and automobile liability shall cause each Subsidiary to, cause all insurance policy shall be issued by insurers possessing a Best’s rating of no less than A‑:VII. Each general liability insurance policy shall policies carried and maintained in accordance with this Loan Agreement to be endorsed with to Administrative Agent for the specific language benefit of Section 8.2.1 below. CONTRACTOR also agrees to require all contractors, and subcontractors to do likewise. “The CITYSecured Parties, its elected or appointed officers, officials, employees, agents, successors and volunteers are to be covered assigns as additional insureds indicated below. (i) As the sole loss payee as its interest may appear with respect to liability arising out the Collateral under the property, builder’s risk, auto, boiler and machinery, business interruption/extra expense, and contingent business interruption insurance, and any other insurance obtained pursuant to the provisions hereof for which Administrative Agent for the benefit of work performed Secured Parties can be named as a loss payee as its interest may appear. Any obligation imposed upon Borrower, including the obligation to pay premiums and/or coverage deductibles, shall be the sole obligation of Borrower and not an obligation of Administrative Agent or any Lender. (ii) With respect to property and builder’s risk policies described in the subsection (i) “Coverage” above, the interests of Administrative Agent or a Lender shall not be invalidated by any action or inaction of Borrower or any other Person, and shall insure Administrative Agent and Lenders regardless of any breach or violation by Borrower or any other Person, of any warranties, declarations or conditions of such policies. (iii) Inasmuch as such policies are written to cover more than one insured, all terms, conditions, insuring agreements and endorsements, with the exception of the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured. (iv) The insurers providing the coverage required hereunder shall waive all rights of subrogation against Administrative Agent or any Lender, any right of setoff or counterclaim and any other right to deduction, whether by attachment or otherwise. (v) Such insurance shall be primary without right of contribution of any other insurance carried by or on behalf of the CONTRACTOR, including materials, parts, or equipment furnished in connection with such work or operations.” This policy shall be considered primary insurance as respects the CITY, its elected or appointed officers, officials, employees, agents, Administrative Agent and volunteers. Any insurance maintained by the CITY, including any self-insured retention the CITY may have, shall be considered excess insurance only and shall not contribute with this policy. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except Lenders with respect to the limits of liability of the insuring company. Notwithstanding the provisions included in any of the ISO Additional Insured Endorsement forms, CONTRACTOR acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will be available to the CITY. The insurer waives all rights of subrogation against the CITY, its elected or appointed officers, officials, employees, or agents regardless of the applicability of any insurance proceeds, and agrees to require all subcontractors to do likewise. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteers. The insurance provided by this policy shall not be suspended, voided or reduced in coverage or in limits except after thirty (30) days’ written notice has been submitted to the CITY and approved of in writing, except interests as such in the case of cancellation, for which ten (10) days’ written notice shall be provided. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve CityCollateral.

Endorsements. Each general liability and automobile liability insurance policy shall be issued by insurers possessing a Best’s rating of no less than A‑:VIIA-:VII. Each general liability insurance policy shall be endorsed with the specific language of Section 8.2.1 below. CONTRACTOR CONSULTANT also agrees to require all contractors, and subcontractors to do likewise. 8.2.1. “The CITY, its elected or appointed officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the CONTRACTORCONSULTANT, including materials, parts, or equipment furnished in connection with such work or operations.” ” 8.2.2. This policy shall be considered primary insurance as respects the CITY, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the CITY, including any self-insured retention the CITY may have, shall be considered excess insurance only and shall not contribute with this policy. 8.2.3. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. 8.2.4. Notwithstanding the provisions included in any of the ISO Additional Insured Endorsement forms, CONTRACTOR CONSULTANT acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will be available to the CITY. 8.2.5. The insurer waives all rights of subrogation against the CITY, its elected or appointed officers, officials, employees, or agents regardless of the applicability of any insurance proceeds, and agrees to require all subcontractors to do likewise. 8.2.6. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteers. 8.2.7. The insurance provided by this policy shall not be suspended, voided or reduced in coverage or in limits except after thirty (30) days’ written notice has been submitted to the CITY and approved of in writing, except in the case of cancellation, for which ten (10) days’ written notice shall be provided. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City.thirty

Endorsements. Each general liability and automobile liability Service Provider shall obtain the following endorsements to its policy or policies of insurance (or so reflect in appropriate policy shall be issued by insurers possessing a Best’s rating of no less than A‑:VII. Each general liability insurance certificate(s)) as are necessary to cause the policy shall be endorsed or policies to comply with the specific language requirements stated herein. (i) Service Provider’s insurance policies as required herein under Sections 1(a)(ii) and (iii) of Section 8.2.1 below. CONTRACTOR also agrees to require all contractors, this Exhibit 24 shall name DIR and subcontractors to do likewise. “The CITY, its elected or appointed DIR Customers and their respective officers, officials, employees, agents, directors and volunteers are employees as Additional Insureds thereunder for liability (subject to be covered as additional insureds with respect to liability the terms of this Master Services Agreement) arising out of work performed by or on behalf of the CONTRACTOR, including materials, parts, or equipment furnished at any time in connection with such work the performance of Service Provider or operationsService Provider Personnel under this Master Services Agreement. The policy required under Section 1(a)(ii) shall have no cross-suits exclusion, or any similar exclusion that excludes coverage for claims brought by one insured under the policy against another insured under the policy.” This (ii) The Service Provider insurance policies required under Sections 1(a)(ii) through (v) must provide coverage on a per occurrence basis (i.e. not claims-based). (iii) The Service Provider insurance policy required under Section 1(a)(v) of this Exhibit 24 shall name DIR and DIR Customers and their respective officers, directors and employees as loss payees as their interests may appear. (iv) Each policy shall be considered primary insurance as respects the CITY, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the CITY, including any self-insured retention the CITY may have, shall be considered excess insurance only and shall not contribute with this policy. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. Notwithstanding the provisions included in any of the ISO Additional Insured Endorsement forms, CONTRACTOR acknowledges provide that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will be available to the CITY. The insurer waives all rights of subrogation against the CITY, its elected or appointed officers, officials, employees, or agents regardless of the applicability of any insurance proceeds, and agrees to require all subcontractors to do likewise. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteers. The insurance provided by this policy it shall not be suspended, voided canceled or reduced in coverage or in limits materially altered except after at least thirty (30) days’ days advance written notice has been submitted to DIR that any such policy is canceled or materially altered (or, to the CITY and approved of in writingextent such policy does not so provide, except in Service Provider shall cause the case of cancellation, for which ten (10) days’ written notice shall be provided. Contractor agrees applicable insurance company to agree to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability by such notice). Should any policy expire or be canceled during the Term and should Service Provider thereafter fail to immediately procure replacement insurance as specified, but has DIR reserves the right (but not the dutyobligation) to monitor procure such insurance and to deduct the handling cost thereof from any sums due Service Provider under this Master Services Agreement. (v) All insurance required under this Section 1 shall be primary insurance and any other valid insurance existing for DIR’s benefit shall be excess of any such claim or claims if they are likely to involve Cityprimary insurance as respects the scope of this Master Services Agreement and as respects Service Provider’s liability.

Endorsements. Each general liability and automobile liability any policy of insurance policy shall be issued by insurers possessing a Best’s rating of no less than A‑:VII. Each general liability insurance policy shall be endorsed with the specific language of Section 8.2.1 below. CONTRACTOR also agrees obtained and maintained pursuant to require all contractorsthis Lease, and subcontractors any policy obtained in substitution or replacement of any such policies, shall contain endorsements satisfactory to do likewise. “The CITY, its elected or appointed officers, officials, employees, agents, Lessor and volunteers are to be any Lender that (i) designate Lessor as owner of the Engine covered thereby and as additional insureds with respect to liability arising out of work performed by or on behalf of the CONTRACTOR, including materials, parts, or equipment furnished in connection with such work or operations.” This policy shall be considered primary insurance as respects the CITY, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the CITY, including any self-insured retention the CITY may have, shall be considered excess insurance only and shall not contribute with this policy. This insurance shall act for each named insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. Notwithstanding the provisions included in any of the ISO Additional Insured Endorsement forms, CONTRACTOR acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given sole loss will be available to the CITY. The insurer waives all rights of subrogation against the CITY, its elected or appointed officers, officials, employees, or agents regardless of the applicability of any insurance proceeds, and agrees to require all subcontractors to do likewise. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteers. The insurance provided by this policy shall not be suspended, voided or reduced in coverage or in limits except after thirty payee (30) days’ written notice has been submitted to the CITY and approved of in writing, except in the case of any Lender being named sole loss payee), and designate any Lender and their respective assigns and the other Indemnitees (collectively, the “Additional Insured”) as additional named insured (and any Lender as sole loss payee), but without imposing upon the Additional Insured any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies; (ii) expressly provide that, in respect of the interests of Lessor and/or the Additional Insured in such policies, the insurance shall not be invalidated by any action or inaction of Lessee and shall insure Lessor and the Additional Insured regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Lessee; (iii) provide that if such insurance is cancelled by the insurers for any reason whatsoever, or is adversely changed in any way with respect to the interests of Lessor and the Additional Insured, or if such insurance is allowed to lapse for non-payment of premium, such cancellation, for which ten adverse change or lapse shall not be effective as to Lessor and the Additional Insured by thirty (1030) days’ days (seven (7) days in the case of any war risks or allied perils coverage) after sending to Lessor and the Lender written notice by such insurer or insurers to Lessor and the Lender of such prospective cancellation, change or lapse; (iv) include worldwide territorial limits, except for the countries excluded by aviation war risk underwriters; (v) provide that, as against Lessor and the Additional Insured, the insurer waives any rights of set-off, counterclaim or any other deduction, whether by attachment or otherwise, and waives any rights it may have to be subrogated to any right of any insured against Lessor and the Additional Insured with respect to the Engine; and (vi) provide that in the event of any damage or loss, whether or not a Loss Event hereunder, and which results in a payment, such payment shall be payable solely and directly to the Lessor (or Lender, if any), as sole loss payee, for the account of all interests, provided. Contractor agrees , however, that if the damage to provide immediate notice to City of any claim or loss against Contractor arising out the Engine does not constitute a Loss Event, and the amount of the work performed under this agreementpayment is less than * United States * The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission. City assumes no obligation or liability Dollars ($* ), such payment may be payable directly to Lessor. Each such policy shall be primary without right of contribution from any other insurance which may be carried by such noticeLessor and/or the Additional Insured, but has and shall expressly provide that all of the right (but not provisions thereof shall operate in the duty) to monitor the handling of same manner as if there were a separate policy covering each insured, provided any such claim policies shall not operate to increase the insurer’s limit of liability. All such Insurances shall include the terms of the Airline Finance/Lease Contract Endorsement - AVN67B (or claims if they are likely such replacement for AVN67B as in the future may be generally recognized in the aviation insurance market or shall be acceptable to involve CityLessor and any Lender), and also in respect of liabilities the other Indemnitees, as additional insureds and the “Contract Parties” under such Insurances, and shall otherwise be acceptable to Lessor and any Lender, including without limitation as to the level of self-insured risk.

Endorsements. Each general liability and automobile liability insurance policy shall be issued by insurers possessing a Best’s rating of no less than A‑:VIIA-:VII. Each general liability insurance policy shall be endorsed with the specific language of Section 8.2.1 – 8.2.7 below. CONTRACTOR Consultant also agrees to require all contractors, Consultants and subcontractors to do likewise. . 7.2.1 “The CITYCity, its elected or appointed officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the CONTRACTORConsultant, including materials, parts, or equipment furnished in connection with such work or operations.” ” 7.2.2 This policy shall be considered primary insurance as respects with respect to the CITYCity, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the CITYCity, including any self-insured retention the CITY City may have, shall be considered excess insurance only and shall not contribute with this policy. . 7.2.3 This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. . 7.2.4 Notwithstanding the provisions included in any of the ISO Additional Insured Endorsement forms, CONTRACTOR Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY City in excess of the limits and coverage required in under this agreement Agreement and which is applicable to a given loss will be available to the CITY. City . 7.2.5 The insurer waives all rights of subrogation against the CITYCity, its elected or appointed officers, officials, employees, or agents regardless of the applicability of any insurance proceeds, and agrees to require all subcontractors to do likewise. . 7.2.6 Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteers. . 7.2.7 The insurance provided by this policy shall not be suspended, voided voided, or reduced in coverage or in limits except after thirty (30) days’ written notice has been submitted to the CITY City and approved of in writing, except in the case of cancellation, for which ten (10) days’ written notice shall be provided. Contractor . 7.2.8 Consultant agrees to provide immediate notice to City of any claim or loss against Contractor Consultant arising out of the work performed under this agreementAgreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City.

Endorsements. Each general liability and automobile liability Copies of the endorsements evidencing the above required insurance policy coverage shall be issued by insurers possessing a Best’s rating of no less than A‑:VII. Each general liability insurance policy shall be endorsed filed with the specific language District. All of Section 8.2.1 below. CONTRACTOR also agrees the following endorsements are required to require all contractors, and subcontractors to do likewise. be made a part of the insurance policies required by this Section: “The CITYDistrict, its elected or appointed officers, officials, employees, agents, contractors, and volunteers officers, are to be covered hereby added as additional insureds with respect to insured as respects liability arising out of work activities performed by or on behalf of the CONTRACTOR, including materials, parts, or equipment furnished in connection with such work or operationsContractor.” “This policy shall be considered primary insurance as respects any other valid and collectible insurance the CITY, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the CITY, District may possess including any self-self- insured retention the CITY District may have, and any other insurance District does possess shall be considered excess insurance only and shall not contribute with this policy. it.” “This insurance shall act for each insured and additional insured insured, as though a separate policy had been written for each. This, except with respect however, shall not act to increase the limits limit of liability of the insuring company. Notwithstanding .” “Thirty (30) days prior written notice by certified mail, return receipt requested, shall be given to District in the provisions included in any event of the ISO Additional Insured Endorsement formssuspension, CONTRACTOR acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will be available to the CITY. The insurer waives all rights of subrogation against the CITYcancellation, its elected or appointed officers, officials, employees, or agents regardless of the applicability of any insurance proceeds, and agrees to require all subcontractors to do likewise. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteers. The insurance provided by this policy shall not be suspended, voided or reduced reduction in coverage or in limits except after thirty (30) days’ written notice has been submitted to the CITY and approved limits, or non-renewal of in writing, except in this policy for whatever reason. In the case of cancellationcancellation for non-payment, for which ten (10) days’ days advance written notice shall be providedgiven. Contractor agrees Such notices shall be sent to provide immediate notice the District.” The limits of such insurance coverage, and companies, shall be subject to City review and approval by District’s General Manager every year and may be increased at that time to match the coverage provided by District’s own liability insurance policy. District shall be included as an additional insured on all policies and endorsements. The requirements of any claim this Section may be satisfied in whole or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability in part by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve CityContractor’s self-insurance program.

Endorsements. Each general liability and automobile liability In the event the LGS Assets are not subject to insurance policy coverage (or the obligation to self-insure) under the Ultra Lease, all policies of insurance required by this Agreement shall be issued by insurers possessing contain clauses or endorsements to the effect that (i) the Collateral Agent is a Best’s rating of no less than A‑:VII. Each general liability insurance policy shall be endorsed with the specific language of Section 8.2.1 below. CONTRACTOR also agrees to require all contractors, and subcontractors to do likewise. “The CITY, its elected or appointed officers, officials, employees, agents, and volunteers are to be covered as additional insureds loss payee with respect to liability arising out each policy of work performed by property or on behalf of the CONTRACTOR, including materials, parts, or equipment furnished in connection with such work or operations.” This policy shall be considered primary casualty insurance as respects the CITY, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the CITY, including any self-insured retention the CITY may have, shall be considered excess insurance only and shall not contribute with this policy. This insurance shall act for each insured and an additional insured as though a separate policy had been written for each, except with respect to the limits each policy of liability insurance, (ii) no act or omission of the insuring company. Notwithstanding Company, anyone acting for the provisions included Company (including, without limitation, any representations made in the procurement of such insurance), which might otherwise result in a forfeiture of such insurance or any part thereof, no occupancy or use of the LGS Assets for purposes more hazardous than permitted by the terms of the policy, and no foreclosure or any other change in title to the Mortgaged Property or any part thereof, shall affect the validity or enforceability of such insurance insofar as the Collateral Agent is concerned, (iii) the insurer waives any right of setoff, counterclaim, subrogation, or any deduction in respect of any liability of any of the ISO Additional Insured Endorsement formsCompany and the Collateral Agent, CONTRACTOR acknowledges that the (iv) such insurance coverage is primary and policy limits set forth in this section constitute the minimum amounts without right of coverage required. Any contribution from any other insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will may be available to the CITY. The insurer waives all rights of subrogation against the CITYavailable, its elected or appointed officers, officials, employees, or agents regardless of the applicability of any insurance proceeds, and agrees to require all subcontractors to do likewise. Any failure to comply with reporting provisions of the (v) such policies shall not affect coverage provided be modified, canceled or terminated prior to the City, its elected or appointed officers, officials, employees, agents, or volunteers. The insurance provided by this policy shall not be suspended, voided or reduced in coverage or in limits except after scheduled expiration date thereof without the insurer thereunder giving at least thirty (30) days’ days prior written notice has been submitted to the CITY Purchasers and approved of the Collateral Agent by certified or registered mail, and (vi) that neither the Purchasers nor the Collateral Agent shall be liable for any premiums thereon or subject to any assessments thereunder, and shall in writingall events be in amounts sufficient to avoid any coinsurance liability. Upon request by the Company, except the Required Holders and the Company may approve variations in the case of cancellation, for which ten (10) days’ written notice shall be providedforegoing requirements from time to time. Contractor agrees to provide immediate notice to City Upon the request of any claim Purchaser or loss against Contractor arising out the Collateral Agent, the Company shall deliver duplicate originals or certified copies of all such policies to the Purchasers and the Collateral Agent, and shall promptly furnish to the Purchasers and the Collateral Agent all renewal notices and evidence that all premiums or portions thereof then due and payable have been paid. At least fifteen (15) days prior to the expiration date of the work performed under this agreement. City assumes no obligation or liability by such noticepolicies, but has the right (but not Company shall deliver to the duty) Purchasers and the Collateral Agent evidence of continued coverage, including a certificate of insurance, as may be satisfactory to monitor the handling of any such claim or claims if they are likely to involve CityPurchasers and the Collateral Agent.

Endorsements. Each general liability and automobile liability any policy of insurance policy shall be issued by insurers possessing a Best’s rating of no less than A‑:VII. Each general liability insurance policy shall be endorsed with the specific language of Section 8.2.1 below. CONTRACTOR also agrees obtained and maintained pursuant to require all contractorsthis Lease, and subcontractors any policy obtained in substitution or replacement of any such policies, shall contain endorsements satisfactory to do likewise. “The CITY, its elected or appointed officers, officials, employees, agents, Lessor and volunteers are to be any Lender that (i) designate Lessor as owner of the Engine covered thereby and as additional insureds with respect to liability arising out of work performed by or on behalf of the CONTRACTOR, including materials, parts, or equipment furnished in connection with such work or operations.” This policy shall be considered primary insurance as respects the CITY, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the CITY, including any self-insured retention the CITY may have, shall be considered excess insurance only and shall not contribute with this policy. This insurance shall act for each named insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. Notwithstanding the provisions included in any of the ISO Additional Insured Endorsement forms, CONTRACTOR acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given sole loss will be available to the CITY. The insurer waives all rights of subrogation against the CITY, its elected or appointed officers, officials, employees, or agents regardless of the applicability of any insurance proceeds, and agrees to require all subcontractors to do likewise. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteers. The insurance provided by this policy shall not be suspended, voided or reduced in coverage or in limits except after thirty payee (30) days’ written notice has been submitted to the CITY and approved of in writing, except in the case of any Lender being named sole loss payee), and designate any Lender and their respective assigns and the other Indemnitees (collectively, the “Additional Insured”) as additional named insured (and any Lender as sole loss payee), but without imposing upon the Additional Insured any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies; (ii) expressly provide that, in respect of the interests of Lessor and/or the Additional Insured in such policies, the insurance shall not be invalidated by any action or inaction of Lessee and shall insure Lessor and the Additional Insured regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Lessee; (iii) provide that if such insurance is cancelled by the insurers for any reason whatsoever, or is adversely changed in any way with respect to the interests of Lessor and the Additional Insured, or if such insurance is allowed to lapse for non-payment of premium, such cancellation, for which ten adverse change or lapse shall not be effective as to Lessor and the Additional Insured by thirty (1030) days’ days (seven (7) days in the case of any war risks or allied perils coverage) after sending to Lessor and the Lender written notice by such insurer or insurers to Lessor and the Lender of such prospective cancellation, change or lapse; (iv) include worldwide territorial limits, except for the countries excluded by aviation war risk underwriters; (v) provide that, as against Lessor and the Additional Insured, the insurer waives any rights of set-off, counterclaim or any other deduction, whether by attachment or otherwise, and waives any tights it may have to be subrogated to any right of any insured against Lessor and the Additional Insured with respect to the Engine; and (vi) provide that in the event of any damage or loss, whether or not a Loss Event hereunder, and which results in a payment, such payment shall be payable solely and directly to the Lessor (or Lender, if any), as sole loss payee, for the account of all interests, provided. Contractor agrees , however, that if the damage to provide immediate notice to City of any claim or loss against Contractor arising out the Engine does not constitute a Loss Event, and the amount of the work performed under this agreementpayment is less than * United States * The confidential portion has been omitted pursuant to a request for confidential treatment filed by Air T, Inc. with the Securities Exchange Commission and filed separately with the Commission. City assumes no obligation or liability Dollars ($ )*, such payment may be payable directly to Lessor. Each such policy shall be primary without right of contribution from any other insurance which may be carried by such noticeLessor and/or the Additional Insured, but has and shall expressly provide that all of the right (but not provisions thereof shall operate in the duty) to monitor the handling of same manner as if there were a separate policy covering each insured, provided any such claim policies shall not operate to increase the insurer’s limit of liability. All such Insurances shall include the terms of the Airline Finance/Lease Contract Endorsement - AVN67B (or claims if they are likely such replacement for AVN67B as in the future may be generally recognized in the aviation insurance market or shall be acceptable to involve CityLessor and any Lender), and also in respect of liabilities the other Indemnitees, as additional insureds and the “Contract Parties” under such Insurances, and shall otherwise be acceptable to Lessor and any Lender, including without limitation as to the level of self-insured risk.

Endorsements. Each general liability and automobile liability All insurance policy shall required to be issued carried or arranged for by insurers possessing a Best’s rating of no less than A‑:VII. Each general liability insurance policy shall be endorsed with Lessee pursuant to the specific language requirements of Section 8.2.1 below. CONTRACTOR also agrees to require all contractors8.1 shall provide in the policy or by special endorsement that: (a) in the case of insurance required by Section 8.1(a), and subcontractors to do likewise. “The CITY, its elected or appointed officers, officials, employees, agents, and volunteers are to be covered Lessor is included as additional insureds with respect to liability arising out of work performed by or on behalf of the CONTRACTOR, including materials, parts, or equipment furnished in connection with such work or operations.” This policy shall be considered primary insurance as respects the CITY, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the CITY, including any self-insured retention the CITY may have, shall be considered excess insurance only and shall not contribute with this policy. This insurance shall act for each insured and an additional insured as though a separate policy had been written for each, except its interest may appear; (b) in the case of insurance required by Section 8.1(b) and 8.1(c) Lessor is named as the sole loss payee with respect to the limits real property improvements only and such insurance shall include a standard form mortgagee endorsement in favor of liability of Lessor and replacement cost endorsements; (c) the insuring company. Notwithstanding the provisions included in any of the ISO Additional Insured Endorsement forms, CONTRACTOR acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will be available to the CITY. The insurer thereunder waives all rights of subrogation against the CITYLessor and any affiliates and waives any right of set-off and counterclaim and any other right to deduction whether by attachment or otherwise; (d) such insurance shall be primary, its elected shall include coverage for costs of defense of claims, and shall apply to any loss or appointed officers, officials, employees, or agents regardless of the applicability claim before any contribution of any other insurance proceeds, and agrees to require all subcontractors to do likewise. Any carried by or on behalf of Lessor; (e) if the insurers cancel such insurance for any reason whatsoever (other than failure to comply with reporting provisions of the policies shall not affect coverage provided to the Citypay premiums), its elected or appointed officers, officials, employees, agents, or volunteers. The insurance provided by this policy shall not be suspended, voided or reduced in coverage or in limits except after thirty (30) days’ written notice has been submitted to the CITY and approved of in writing, except in the case of cancellation, for which ten (10) days’ advance written notice shall be provided. Contractor agrees provided to Lessor by such insurer or Lessee’s insurance broker (Lessee hereby agreeing to provide immediate thirty (30) days’ advance written notice to City Lessor of any claim adverse changes or loss against Contractor arising out modifications to the terms or conditions of such insurance); and (f) with respect to all liability insurance, in as much as the policies are written to cover more than one insured, all terms, conditions, insuring agreements and endorsements, with the exception of the work performed under this agreement. City assumes no obligation limits of liability, shall operate in the same manner as if there were a separate policy covering each insured, and such insurance shall be endorsed to provide a severability of interest or cross liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve Cityclause.

Endorsements. Each general liability and automobile liability insurance policy shall be issued by insurers possessing a Best’s rating of no less than A‑:VIIA-:VII. Each general liability insurance policy shall be endorsed with the specific language of Section 8.2.1 8.2.1. below. CONTRACTOR PRODUCER also agrees to require all contractors, and subcontractors to do likewise. 8.2.1. “The CITY, its elected or appointed officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the CONTRACTORPRODUCER, including materials, parts, or equipment furnished in connection with such work or operations.” ” 8.2.2. This policy shall be considered primary insurance as respects the CITY, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the CITY, including any self-insured retention the CITY may have, shall be considered excess insurance only and shall not contribute with this policy. 8.2.3. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. 8.2.4. Notwithstanding the provisions included in any of the ISO Additional Insured Endorsement forms, CONTRACTOR PRODUCER acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will be available to the CITY. 8.2.5. The insurer waives all rights of subrogation against the CITY, its elected or appointed officers, officials, employees, or agents regardless of the applicability of any insurance proceeds, proceeds and agrees to require all subcontractors to do likewise. 8.2.6. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the CityCITY, its elected or appointed officers, officials, employees, agents, or volunteers. The insurance provided by this policy shall not be suspended, voided or reduced in coverage or in limits except after thirty (30) days’ written notice has been submitted to the CITY and approved of in writing, except in the case of cancellation, for which ten (10) days’ written notice shall be provided. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City.

Endorsements. Each general liability Lessee shall cause all insurance policies carried and automobile liability insurance policy maintained in accordance with this Section 19.01 to be endorsed as follows: (i) Lessee shall be issued by insurers possessing a Best’s rating of no less than A‑:VII. Each general liability insurance policy the named insured and Lessor and Owner Participants shall be endorsed named as additional named insureds with respect to policies described in subsections (a)(i) and (a)(ii). Lessor shall be named as loss payee with respect to the specific language of Section 8.2.1 belowinsurance described in subsection (a)(i). CONTRACTOR also agrees Collateral Agent (as defined in the Intercreditor Agreement) shall be loss payee with respect to require all contractorsthe insurance described in subsection (a)(ii). Such additional named insured and loss payee status afforded to Lessor, Owner Participants and subcontractors Collateral Agent in such insurance policies described in subsections (a)(i) and (a)(ii) shall apply only with respect to do likewisethe Equipment and the PPE Collateral. “The CITY, its elected or appointed officers, officials, employees, agents, Lessee shall be the named insured and volunteers are to Lessor and Owner Participants shall be covered as additional insureds with respect to policies described in subsections (a)(iii), (a)(iv) to the extent allowed by law, and (a)(v). It shall be understood that any obligation to pay premiums, shall be the sole obligation of Lessee and not that of Lessor and Owner Participants; and (ii) with respect to policies described in subsections (a)(i) and (a)(ii), the interests of Lessor and Owner Participants shall not be invalidated by any action or inaction of Lessee, or any other person, nor by any foreclosure or other proceedings or notice of such relating to the property and shall insure Lessor and Owner Participants regardless of any breach or violation by Lessee or any other person, of any warranties, declarations or conditions of such policies; and (iii) inasmuch as the liability arising out policies are written to cover more than one insured, all terms conditions, insuring agreements and endorsements, with the exception of work performed the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured; and (iv) the insurers thereunder shall waive all rights of subrogation against Lessor and Owner Participants, any right of setoff or counterclaim and any other right to deduction, whether by attachment or otherwise; and (v) such insurance shall be primary without right of contribution of any other insurance carried by or on behalf of the CONTRACTOR, including materials, parts, or equipment furnished in connection with such work or operations.” This policy shall be considered primary insurance as respects the CITY, its elected or appointed officers, officials, employees, agents, Lessor and volunteers. Any insurance maintained by the CITY, including any self-insured retention the CITY may have, shall be considered excess insurance only and shall not contribute with this policy. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except Owner Participants with respect to their interests as such in the limits Equipment; and, (vi) if such insurance is canceled for any reason whatsoever, including nonpayment of liability of the insuring company. Notwithstanding the provisions included in any of the ISO Additional Insured Endorsement forms, CONTRACTOR acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will be available to the CITY. The insurer waives all rights of subrogation against the CITY, its elected or appointed officers, officials, employeespremium, or agents regardless any changes are initiated by Lessee or carrier which affect the interests of the applicability of any insurance proceedsLessor and Owner Participants, and agrees to require all subcontractors to do likewise. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected such cancellation or appointed officers, officials, employees, agents, or volunteers. The insurance provided by this policy change shall not be suspendedeffective as to Lessor and Owner Participants until 30 days, voided or reduced in coverage or in limits except for non-payment of premium which shall be 10 days, after thirty (30) days’ receipt by Lessor of written notice has been submitted to the CITY and approved of in writing, except in the case of cancellation, for which ten (10) days’ written notice shall be provided. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability sent by registered mail from such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve Cityinsurer.

Endorsements. Each general liability and automobile liability insurance policy shall be issued by insurers possessing a Best’s rating of no less than A‑:VIIA-:VII. Each general liability insurance policy shall be endorsed with the specific language of Section 8.2.1 below. CONTRACTOR also agrees to require all contractors, and subcontractors to do likewise. 8.2.1. “The CITY, its elected or appointed officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the CONTRACTOR, including materials, parts, or equipment furnished in connection with such work or operations.” ” 8.2.2. This policy shall be considered primary insurance as respects the CITY, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the CITY, including any self-insured self -insured retention the CITY may have, shall be considered excess insurance only and shall not contribute with this policy. 8.2.3. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. 8.2.4. Notwithstanding the provisions included in any of the ISO Additional Insured Endorsement forms, CONTRACTOR acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will be available to the CITY. 8.2.5. The insurer waives all rights of subrogation against the CITY, its elected or appointed officers, officials, employees, or agents regardless of the applicability of any insurance proceeds, and agrees to require all subcontractors to do likewise. 8.2.6. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteers. 8.2.7. The insurance provided by this policy shall not be suspended, voided or reduced in coverage or in limits except after thirty (30) days’ written notice has been submitted to the CITY and approved of in writing, except in the case of cancellation, for which ten (10) days’ written notice shall be provided. 8.2.8. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City.

Endorsements. Each general liability and automobile liability insurance policy shall be issued by insurers possessing a Best’s rating of no less than A‑:VIIA-:VII. Each general liability insurance policy shall be endorsed with the specific language of Section 8.2.1 8.4.1. below. CONTRACTOR PRODUCER also agrees to require all contractors, and subcontractors to do likewise. 8.4.1. “The CITY, its elected or appointed officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the CONTRACTORPRODUCER, including materials, parts, or equipment furnished in connection with such work or operations.” ” 8.4.2. This policy shall be considered primary insurance as respects the CITY, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the CITY, including any self-insured retention the CITY may have, shall be considered excess insurance only and shall not contribute with this policy. 8.4.3. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. 8.4.4. Notwithstanding the provisions included in any of the ISO Additional Insured Endorsement forms, CONTRACTOR PRODUCER acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will be available to the CITY. 8.4.5. The insurer waives all rights of subrogation against the CITY, its elected or appointed officers, officials, employees, or agents regardless of the applicability of any insurance proceeds, proceeds and agrees to require all subcontractors to do likewise. 8.4.6. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the CityCITY, its elected or appointed officers, officials, employees, agents, or volunteers. The insurance provided by this policy shall not be suspended, voided or reduced in coverage or in limits except after thirty (30) days’ written notice has been submitted to the CITY and approved of in writing, except in the case of cancellation, for which ten (10) days’ written notice shall be provided. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City.

Endorsements. Each general liability and automobile liability Service Provider shall obtain the following endorsements to its policy or policies of insurance (or so reflect in appropriate policy shall be issued by insurers possessing a Best’s rating of no less than A‑:VII. Each general liability insurance certificate(s)) as are necessary to cause the policy shall be endorsed or policies to comply with the specific language requirements stated herein. (i) Service Provider’s insurance policies as required herein under Sections 1(a)(ii) and (iii) of Section 8.2.1 below. CONTRACTOR also agrees to require all contractors, this Exhibit 24 shall include DIR and subcontractors to do likewise. “The CITY, its elected or appointed DIR Customers and their respective officers, officials, employees, agents, directors and volunteers are employees as Additional Insureds thereunder for liability (subject to be covered as additional insureds with respect to liability the terms of this Agreement) arising out of work performed by or on behalf of the CONTRACTOR, including materials, parts, or equipment furnished at any time in connection with such work the performance of Service Provider or operations.” This Service Provider Personnel under this Agreement. The policy required under Section 1(a)(ii) shall have no cross-suits exclusion, or any similar exclusion that excludes coverage for claims brought by one insured under the policy against another insured under the policy. The Service Provider insurance policies required under Sections 1(a) must either (A) provide coverage on a per occurrence basis (i.e. not claims-based) or (B). if the insurance described in Section 1(a) is written on a claims-made form, coverage shall be considered primary insurance as respects continuous (by renewal or extended reporting period) for not less than 36 months following completion of the CITY, its elected or appointed officers, officials, employees, agents, contract and volunteersacceptance by DIR. Any insurance maintained by the CITYThe Service Provider shall use best efforts to ensure that coverage, including any self-insured retention the CITY may haverenewals, shall be considered excess have the same retroactive date as the Agreement (ii) The Service Provider insurance only policy required under Section 1(a)(v) of this Exhibit 24 shall include DIR and shall not contribute with this policy. This insurance shall act for each insured DIR Customers and additional insured their respective officers, directors and employees as though a separate policy had been written for eachloss payees as their interests may appear. (iii) All policies provide, except with respect (or to the limits of liability of extent such policy does not so provide, Service Provider shall cause the insuring company. Notwithstanding the provisions included in any of the ISO Additional Insured Endorsement forms, CONTRACTOR acknowledges that the applicable insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available company to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will be available to the CITY. The insurer waives all rights of subrogation against the CITY, its elected or appointed officers, officials, employees, or agents regardless of the applicability of any insurance proceeds, and agrees to require all subcontractors to do likewise. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteers. The insurance provided by this policy shall not be suspended, voided or reduced in coverage or in limits except after thirty (30) days’ written notice has been submitted to the CITY and approved of in writing, except in the case of cancellation, for which ten (10) days’ written notice shall be provided. Contractor agrees agree to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability by such notice) that should the policy be prior to cancelled before the expiration date thereof, but has Service Provider shall use best efforts to provide 30 days notice (ten days for non-payment) prior to cancellation Should any policy expire or be canceled during the Term and should Service Provider thereafter fail to immediately procure replacement insurance as specified, DIR reserves the right (but not the dutyobligation) to monitor procure such insurance and to deduct the handling cost thereof from any sums due Service Provider under this Agreement. (iv) All insurance required under this Section 1 shall be primary insurance and any other valid insurance existing for DIR’s benefit shall be excess of any such claim or claims if they are likely to involve Cityprimary insurance as respects the scope of this Agreement and as respects Service Provider’s liability.

Endorsements. Each general liability and automobile liability The Facility Lessee shall cause the insurance policy maintained in accordance with this section to be endorsed as follows: (i) the Facility Lessee shall be issued by insurers possessing a Best’s rating of no less than A‑:VII. Each general liability insurance policy the named insured and the Owner Lessor and the Owner Participant shall be endorsed with the specific language of Section 8.2.1 below. CONTRACTOR also agrees to require all contractors, and subcontractors to do likewise. “The CITY, its elected or appointed officers, officials, employees, agents, and volunteers are to be covered as additional insureds loss payers with respect to policies described in subsections (a)(i) and (a)(ii). The Facility Lessee shall be the named insured and the Owner Lessor and the Owner Participant shall be loss payers with respect to policies described in subsections (a)(iii), (a)(iv), (a)(v) and (a)(vi). The Owner Lessor shall be the sole loss payee with regard to any claim payments made under subsections (a)(i) and (a)(ii). It shall be understood that any obligation imposed upon the Facility Lessee, including but not limited to the obligation to pay premiums, shall be the sole obligation of the Facility Lessee and not that of the Owner Lessor and the Owner Participant; (ii) with respect to policies described in subsections (a)(i) and (a)(ii), the interests of the Owner Lessor and the Owner Participant shall not be invalidated by any action or inaction of the Facility Lessee, or any other person, and shall insure the Owner Lessor and the Owner Participant regardless of any breach or violation by the Facility Lessee, or any other person, of any warranties, declarations or conditions of such policies; (iii) inasmuch as the liability arising out policies are written to cover more than one insured, all terms conditions, insuring agreements and endorsements, with the exception of work performed the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured; (iv) the insurers thereunder shall waive all rights of subrogation against the Owner Lessor and the Owner Participant, any right of setoff or counterclaim and any other right to deduction, whether by attachment or otherwise; (v) such insurance shall be primary without right of contribution of any other insurance carried by or on behalf of the CONTRACTOR, including materials, parts, or equipment furnished in connection with such work or operations.” This policy shall be considered primary insurance as respects Owner Lessor and the CITY, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the CITY, including any self-insured retention the CITY may have, shall be considered excess insurance only and shall not contribute with this policy. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except Owner Participant with respect to its interest as such in the limits Facility; and (vi) if such insurance is canceled for any reason whatsoever, including for nonpayment of liability premium, or any changes are initiated by the Facility Lessee or insurer which affect the interest of the insuring company. Notwithstanding Owner Lessor and the provisions included in any of the ISO Additional Insured Endorsement formsOwner Participant, CONTRACTOR acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will be available to the CITY. The insurer waives all rights of subrogation against the CITY, its elected such cancellation or appointed officers, officials, employees, or agents regardless of the applicability of any insurance proceeds, and agrees to require all subcontractors to do likewise. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteers. The insurance provided by this policy change shall not be suspended, voided or reduced in coverage or in limits except after effective as to the Owner Lessor and the Owner Participant until thirty (30) days’ written notice has been submitted to the CITY and approved of in writing, except in the case of cancellation, for which ten (10) days’ days for non-payment of premiums, after receipt by the Owner Lessor of written notice shall be provided. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability sent by registered mail from such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve Cityinsurer.

Endorsements. Each general liability and automobile liability All insurance policy shall required to be issued carried or arranged for by insurers possessing a Best’s rating of no less than A‑:VII. Each general liability insurance policy shall be endorsed with Lessee pursuant to the specific language requirements of Section 8.2.1 below. CONTRACTOR also agrees to require all contractors8.1 shall provide in the policy or by special endorsement that: (a) in the case of insurance required by Sections 8.1 (a), Lessor, the Administrative Agent, General Partner and subcontractors to do likewise. “The CITY, its elected or appointed officers, officials, employees, agents, and volunteers the Lenders are to be covered included as additional insureds with respect to liability arising out as their interest may appear; (b) in the case of work performed insurance required by or on behalf of Sections 8.1 (b) and (c), the CONTRACTOR, including materials, parts, or equipment furnished in connection with Administrative Agent is named as the named insured and sole loss payee and such work or operations.” This policy shall be considered primary insurance as respects the CITY, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the CITY, including any self-insured retention the CITY may have, shall be considered excess insurance only and shall not contribute with this policy. This insurance shall act for each insured include a standard form mortgagee endorsement in favor of Lessor and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of Administrative Agent and completed value endorsements; (c) the insuring company. Notwithstanding the provisions included in any of the ISO Additional Insured Endorsement forms, CONTRACTOR acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will be available to the CITY. The insurer thereunder waives all rights of subrogation against Lessor, the CITYPartners, its elected the Administrative Agent and the Lenders and any affiliates and waives any right of set-off and counterclaim and any other right to deduction whether by attachment or appointed officersotherwise; (d) such insurance shall be primary, officialsshall include coverage for costs of defense of claims, employees, and shall apply to any loss or agents regardless of the applicability claim before any contribution of any other insurance proceedscarried by or on behalf of Lessor, and agrees to require all subcontractors to do likewise. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to Partners, the CityAdministrative Agent or the Lenders; (e) if the insurers cancel such insurance for any reason whatsoever or any adverse change is made in policy terms or conditions, its elected such cancellation or appointed officers, officials, employees, agents, or volunteers. The insurance provided by this policy change shall not be suspended, voided effective as to any additional insured or reduced in coverage or in limits except after loss payee for thirty (30) days’ days after receipt by Lessor, the Partners and the Administrative Agent of written notice has been submitted from such insurers of such cancellation or change; and if such insurance is allowed to lapse for nonpayment of premium, such lapse shall not be effective as to any additional insured for thirty (30) days after receipt by the CITY additional insureds of written notice from such insurers of such lapse; (f) with respect to all liability insurance, in as much as the policies are written to cover more than one insured, all terms, conditions, insuring agreements and approved endorsements, with the exception of the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured, and such insurance shall be endorsed to provide a severability of interest or cross liability clause; and (g) such policies will not be invalidated should the Lessee waive, in writing, except prior to a loss, any or all rights of recovery against any party for losses covered by such policy, and that the insurance in favor of the Lessor, the Administrative Agent, the Partners and 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 warranty) or negligence of the Lessee or any other Person having any interest in the case of cancellation, for which ten (10) days’ written notice shall be provided. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve CityLeased Property.

Endorsements. Each general liability Subject to approval by carrier, Vendor’s insurance policies required herein under Sections 1(a)(ii) and automobile liability insurance policy (iii) of this Exhibit shall be issued by insurers possessing a Bestinclude TXUED, TXUED’s rating of no less than A‑:VII. Each general liability insurance policy shall be endorsed with the specific language of Section 8.2.1 below. CONTRACTOR also agrees to require all contractors, Affiliates and subcontractors to do likewise. “The CITY, its elected or appointed Eligible Recipients and their respective officers, officials, employees, agents, directors and volunteers are to be covered employees as additional insureds with respect to Additional Insureds for any and all liability arising out of work performed by or on behalf of the CONTRACTOR, including materials, parts, or equipment furnished at any time in connection with such work or operations.” This this Agreement. Workers’ compensation and employers’ liability insurance as required under Section 1(a) shall include TXUED and its Affiliates as alternate employer. Each policy shall provide that it will not be considered primary canceled or materially altered except after the issuing company endeavors to provide thirty (30) days advance written notice to TXUED. Should any policy expire or be canceled and Vendor fails to immediately procure replacement insurance as respects specified, TXUED reserves the CITY, its elected or appointed officers, officials, employees, agents, right (but not the obligation) to procure such insurance and volunteersto deduct the cost thereof from any sums due Vendor under this Agreement. Any All insurance maintained by policies required under this Section shall contain provisions that specify that the CITY, including any self-insured retention the CITY may have, shall be considered excess insurance only policies are primary and shall not contribute with this policy. This insurance shall act apply without consideration for other policies separately carried and will state each insured and additional insured is provided coverage as though a separate policy had been written for issued to each, except with respect respects to the limits of liability of the insuring company. Notwithstanding the provisions included in any of the ISO Additional Insured Endorsement formsinsurance, CONTRACTOR acknowledges and that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss only one deductible will be available to the CITY. The insurer waives all rights of subrogation against the CITY, its elected or appointed officers, officials, employees, or agents apply per occurrence regardless of the applicability number of insureds involved in the occurrence. Vendor shall be responsible for any deductibles or retentions. Vendor shall obtain such endorsements to its policy or policies of insurance proceeds, and agrees as are necessary to require all subcontractors to do likewise. Any failure cause the policy or policies to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteers. The insurance provided by this policy shall not be suspended, voided or reduced in coverage or in limits except after thirty (30) days’ written notice has been submitted to the CITY and approved of in writing, except in the case of cancellation, for which ten (10) days’ written notice shall be provided. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve Cityrequirements stated herein.

Endorsements. Each The following endorsements shall be attached to the liability insurance policy: A. If the insurance policy insures on an "accident" basis, it shall be changed to an "occurrence" basis. B. The policy must cover personal injury, as well as bodily injury. C. The coverage shall be at least as broad as comprehensive liability and broad form comprehensive general liability and automobile liability insurance policy shall be issued by insurers possessing a Best’s rating of no less than A‑:VII. Each or "commercial" general liability insurance policy shall be endorsed with the specific language of Section 8.2.1 below. CONTRACTOR also agrees to require all contractors, and subcontractors to do likewise. “liability. D. The CITYLandlord, its elected or appointed officers, officialsagents, employees, agents, and volunteers are to shall be covered named as additional insureds insured under the coverage afforded with respect to liability arising out of work activities performed by or on behalf of Tenant under this contract. The coverage shall contain no special limitations on the CONTRACTOR, including materials, parts, or equipment furnished in connection with such work or operations.” This policy shall be considered primary insurance as respects the CITYscope of protection afforded to Landlord, its elected or appointed officers, officials, employees, agents, employees and volunteers. Any . E. An endorsement shall be attached which states that the coverage is primary insurance and that any insurance or self-insurance fund maintained by the CITYor available to Landlord or any of its officers, including any self-insured retention the CITY may haveagents, employees or volunteers shall be considered in excess of Tenant's insurance only and shall not be called upon to contribute with this policy. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. Notwithstanding the provisions included in any of the ISO Additional Insured Endorsement forms, CONTRACTOR acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will be available to covered by the CITY. policy. F. The insurer waives all rights of subrogation against the CITY, its elected or appointed officers, officials, employees, or agents regardless of the applicability of any insurance proceeds, and agrees to require all subcontractors to do likewise. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteers. The insurance provided by this policy must provide that it shall not be suspended, voided canceled or reduced in coverage changed or in limits except after made the "retroactive date" of the policy or any renewal or replacement policy be changed without thirty (30) days’ ' prior written notice has been submitted to Landlord. G. A cross-liability endorsement must be included to the CITY effect that each insured is covered as if separate policies had been issued to each insured. H. The liability coverage may be either on a blanket basis or a policy which specifically identifies this Lease with a contractual liability endorsement. I. Any deductibles or self-insured retention must be declared to and approved by Landlord. At the option of in writingLandlord, except in the case insurer shall reduce or eliminate such deductibles or self-insured retention as respects the Landlord, its officers, agents, employees and volunteers or the Tenant shall procure a bond guaranteeing payment of cancellationlosses and related investigation, for which ten (10) days’ claims administration and defense expenses. J. If the policy or policies are written notice on a "claims made" basis, the retroactive date of such policies shall be providedmaintained as the date this Lease was executed or earlier in time notwithstanding any renewals of such policies or changes in insurance carriers. Contractor agrees to provide immediate notice to City Further, the reporting period for claims made under such policy or policies shall, at a minimum, continue through sixty (60) days after termination of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve CityLease.

Endorsements. Each general liability and automobile liability The Company shall cause its insurers to amend its insurance policy shall be issued by insurers possessing a Best’s rating of no less than A‑:VII. Each general liability insurance policy shall be endorsed policies as are applicable with the specific language of Section 8.2.1 endorsement terms set forth below. CONTRACTOR also agrees to require all contractors: GPL, its directors, officers, and subcontractors to do likewise. “The CITY, its elected or appointed officers, officials, employees, agents, and volunteers employees are to be covered as additional insureds insured personnel under this policy with respect to liability arising out of work performed by or on behalf the construction, operation, and maintenance of the CONTRACTOR, including materials, parts, or equipment furnished in connection Facility; This insurance is primary with such work or operations.” This policy shall be considered primary insurance as respects respect to the CITYinterest of GPL, its elected or appointed directors, officers, officials, employees, agents, and volunteers. Any employees and any other insurance maintained by the CITY, including any self-insured retention the CITY may have, shall be considered them is excess insurance only and shall not contribute contributory with this insurance; The following Cross Liability clause is made a part of the policy. This insurance : “In the event of claims being made by reason of (a) personal and/or body injuries suffered by any employee or employees of one insured hereunder for which another insured hereunder is or may be liable, or (b) damage to property belonging to any insured hereunder for which another insured is or may be liable, then this policy shall act for cover such insured against whom a claim is made or may be made in the same manner as if separate policies have been issued to each insured and additional insured as though a separate policy had been written for eachhereunder, except with respect to the limits of liability insurance”; Notwithstanding any provision of the insuring companypolicy, this policy may not be cancelled, renewed, or materially changed by the insurer without giving thirty (30) Days prior written notice to GPL. Notwithstanding the provisions included in any All other terms and conditions of the ISO Additional Insured Endorsement forms, CONTRACTOR acknowledges that policy remain unchanged. For the insurance coverage required by Clauses 11.2.1, 11.2.2 and policy limits set forth in this section constitute 11.2.3 above, the minimum amounts of coverage required. Any insurance proceeds available Company agrees to the CITY in excess of the limits waive, and coverage required in this agreement and which is applicable shall cause its insurers to a given loss will be available to the CITY. The insurer waives waive, all rights of subrogation against GPL and its affiliates. Use of Proceeds of All Risk/Operational Insurance The proceeds of an All Risks or Operational insurance obtained pursuant to Clauses 11.1.1 through 11.1.3 shall, at the CITYoption of GPL and subject to the Lenders’ rights, be applied to the repair of the Facility. Certificates of Insurance The Company shall cause its elected insurers or appointed officersagents to provide GPL with certificates of insurance evidencing the policies and endorsements as required in this Section 13. Failure of GPL to receive certificates of insurance does not relieve the Company of the insurance requirements set forth herein. Failure to obtain the insurance coverage required by this Section 13 shall in no way relieve or limit the Company’s obligations and liabilities under other provisions of this Agreement. Deductibles at Commercially Reasonable Rates In the event that the deductibles required for the insurance coverage provided in this Section 13 are not available at commercially reasonable rates, officialsGPL shall not unreasonably condition, employeeswithhold or delay its consent to the Company’s obtaining such insurance coverage with deductibles as are available at commercially reasonable rates. Responsibility for Deductibles and Premiums The company shall bear responsibility for any and all premiums, whether at inception or retroactive, or agents regardless of deductibles incurred or required under the applicability of any insurance proceeds, and agrees to require all subcontractors to do likewise. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteers. The insurance provided contained by this policy shall not be suspended, voided or reduced in coverage or in limits except after thirty (30) days’ written notice has been submitted to the CITY and approved of in writing, except in the case of cancellation, for which ten (10) days’ written notice shall be provided. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve Citysection 11.

Endorsements. Each The following endorsements shall be attached to the liability insurance policy: A. If the insurance policy insures on an "accident" basis, it shall be changed to an "occurrence" B. The policy must cover personal injury, as well as bodily injury. C. The coverage shall be at least as broad as comprehensive liability and broad form comprehensive general liability and automobile liability insurance policy shall be issued by insurers possessing a Best’s rating of no less than A‑:VII. Each or "commercial" general liability insurance policy shall be endorsed with the specific language of Section 8.2.1 below. CONTRACTOR also agrees to require all contractors, and subcontractors to do likewise. “liability. D. The CITYLandlord, its elected or appointed officers, officialsagents, employees, agents, and volunteers are to shall be covered named as additional insureds insured under the coverage afforded with respect to liability arising out of work activities performed by or on behalf of Tenant under this contract. The coverage shall contain no special limitations on the CONTRACTOR, including materials, parts, or equipment furnished in connection with such work or operations.” This policy shall be considered primary insurance as respects the CITYscope of protection afforded to Landlord, its elected or appointed officers, officialsagents, employees, agents, and volunteers. Any . E. An endorsement shall be attached which states that the coverage is primary insurance and that any insurance or self-insurance fund maintained by the CITY, including any self-insured retention the CITY may have, shall be considered excess insurance only and shall not contribute with this policy. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect or available to the limits of liability of the insuring company. Notwithstanding the provisions included in Landlord or any of the ISO Additional Insured Endorsement forms, CONTRACTOR acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will be available to the CITY. The insurer waives all rights of subrogation against the CITY, its elected or appointed officers, officialsagents, employees, or agents regardless volunteers shall be in excess of the applicability of any Tenant's insurance proceeds, and agrees to require all subcontractors to do likewise. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteers. The insurance provided by this policy shall not be suspended, voided called upon to contribute to a loss covered by the policy. F. The policy must provide that it shall not be canceled or reduced in coverage changed or in limits except after made the "retroactive date" of the policy or any renewal or replacement policy be changed without thirty (30) days’ ' prior written notice has been submitted to Landlord. G. A cross-liability endorsement must be included to the CITY effect that each insured is covered as if separate policies had been issued to each insured. H. The liability coverage may be either on a blanket basis or a policy which specifically identifies this Lease with a contractual liability endorsement. I. Any deductibles or self-insured retention must be declared to and approved by Landlord. At the option of in writingLandlord, except in the case insurer shall reduce or eliminate such deductibles or self-insured retention as respects the Landlord, its officers, agents, employees and volunteers or the Tenant shall procure a bond guaranteeing payment of cancellationlosses and related investigation, for which ten (10) days’ claims administration and defense expenses. J. If the policy or policies are written notice on a "claims made" basis, the retroactive date of such policies shall be providedmaintained as the date this Lease was executed or earlier in time notwithstanding any renewals of such policies or changes in insurance carriers. Contractor agrees to provide immediate notice to City Further, the reporting period for claims made under such policy or policies shall, at a minimum, continue through sixty (60) days after termination of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve CityLease.