Common use of General Insurance Requirements Clause in Contracts

General Insurance Requirements. During the Term, Tenant shall at all times keep each Leased Property, and all property located in or on any Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Personal Property, insured with the kinds and amounts of insurance described below. This insurance shall be written by companies authorized to do insurance business in the State in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market Value. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, shall insure against the following risks:

General Insurance Requirements. During the Term, Tenant shall at all times keep each the Leased Property, and all property located in or on any the Leased Property, including Leasehold Capital Improvements, the Fixtures and Tenant’s Personal Property, insured with the kinds and amounts of insurance described below. This Each element of insurance described in this Article XIII shall be maintained with respect to the Leased Property of each Facility and Tenant’s Property and operations thereon. Such insurance shall be written by companies authorized permitted to do insurance conduct business in the State applicable State. All third party liability type policies must name Landlord as an “additional insured.” All property policies shall name Landlord as “loss payee” for its interests in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing each Facility. All business interruption policies covering general liability and/or professional liability claims (or providing reinsurance coverage shall name Landlord as “loss payee” with respect to such claims) need only Rent only. Property losses shall be payable to have such authorizations to do insurance business Landlord and/or Tenant as are required by applicable lawprovided in Article XIV. All companies providing insurance required by In addition, the terms of this ARTICLE XIII (includingpolicies, without limitationas appropriate, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must shall name as an “additional insured” and/or “loss payee (i) payee” each Permitted Leasehold Mortgagee and as an “additional insured” or “loss payee” the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any indebtedness or any other Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII Article XXXI (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Propertyendorsement. Except as otherwise set forth herein, Lessor and, in the case of any commercial general liability and/or umbrella liability property insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment settlement shall require the written consent of LessorLandlord, Tenant, Leasehold Mortgagee and each Facility Mortgagee whenever (to the extent required under the applicable Facility Mortgage Documents) unless the amount of the loss exceeds twenty percent (20%) net of the Facility’s Fair Market Valueapplicable deductible is less than Five Million Dollars ($5,000,000) in which event no consent shall be required. Evidence of insurance shall be deposited with Lessor Landlord and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of The insurance premiums policies required to be made with such Facility Mortgagee, carried by Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, hereunder shall insure against all the following risksrisks with respect to each Facility:

General Insurance Requirements. During the Term, Tenant Lessee shall at all times keep each the Leased PropertyProperties, and all property located in or on any Leased Property, including Leasehold Improvements, Fixtures Lessor’s Personal Property and TenantLessee’s Personal Property, insured with the kinds and amounts of insurance described below. This Except as otherwise provided in this Article XIII, (a) this insurance shall be written by companies authorized to do insurance business in the State in which and, (b) all such policies provided and maintained during the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required Term shall be written by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have having a rating at least as high as classification of not less than “A-” and a financial size category of “Class X,” according to the rating required by any applicable Facility Mortgageethen most recent issue of Best’s Key Rating Guide. The policies (other than Workers’ Compensation policies) must name Lessor as loss payee (i) an additional insured. Losses shall be payable to Lessor or Lessee as provided in Article XIV. In addition, the policies shall name as an additional insured, the holder of any mortgage, mortgage deed of trust or other security agreement on the Leased Properties (“Facility Mortgagee”) securing any Assumed Indebtedness and any other Encumbrance placed on the applicable Leased Property Properties in accordance with the provisions of ARTICLE XXXVIII Article XXXIV (“Facility Mortgage”) ), as its interest may appear, by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in use in the case of State and in accordance with any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) such other requirements as additional insureds. Losses shall may be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIVestablished by the Facility Mortgagee. Any loss adjustment in the excess of the Self-Administered Amount shall require the written consent of Lessor, TenantLessee, Leasehold Mortgagee and the Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market ValueMortgagee, which consent shall not be unreasonably withheld by either Lessor or Lessee. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and the Facility Mortgagee(s). If any provision of any a Facility Mortgage requires deposits of premiums for insurance premiums to be made with such the Facility Mortgagee, Tenant Lessee shall either pay to Lessor monthly the amounts so required and Lessor shall transfer such amounts to each the Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant Lessee shall make such deposits directly with such Facility Mortgagee. Upon Lessee’s request, Lessor shall provide Lessee with evidence of its transfer of such amounts. The policies on each the Leased PropertyProperties, including the Leasehold Leased Improvements, and Fixtures and TenantLessor’s Personal Property, and on Lessee’s Personal Property, shall insure against the following risks:

General Insurance Requirements. During the Term, Tenant ------------------------------ shall at all times keep each Leased Property, and all property located in or on any Leased Property, including Leasehold Improvements, Fixtures and Tenant’s 's Personal Property, insured with the kinds and amounts of insurance described below. This insurance shall be written by companies authorized to do insurance business in the State in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All which companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must shall have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) the holder of any mortgage, deed of trust or other security agreement (“"Facility -------- Mortgagee”") securing any Encumbrance placed on the applicable Leased Property --------- in accordance with the provisions of ARTICLE Article XXXVIII (“"Facility Mortgage”") by --------------- ----------------- way of a standard form of mortgagee’s 's loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE Article XIV. Any loss adjustment shall require the written consent ----------- of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s 's Fair Market Value. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s 's Personal Property, shall insure against the following risks:

General Insurance Requirements. During Subject to the provisions of SECTION 13.8, during the Term, Tenant Lessee shall at all times keep each the Leased Property, and all property located in or on any the Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Lessee's Personal Property, insured with the kinds and amounts of insurance described belowbelow and any additional insurance reasonably required by Lessor to protect its interest in the Leased Property. This insurance shall be written by companies authorized to do insurance business in the State States in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name Lessor as an additional insured and/or loss payee (i) payee, as applicable. Losses shall be payable to Lessor or Lessee as provided in ARTICLE XIV. In addition, upon Lessor's written request, the policies shall name as an additional insured and/or loss payee, as applicable, the holder ("FACILITY MORTGAGEE") of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing and any other Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII XXXII and expressly including, without limitation, the Existing Encumbrances (“Facility Mortgage”a "FACILITY MORTGAGE") by way of a standard form of mortgagee’s 's loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIVendorsement. Any loss adjustment shall require the written consent of Lessor, TenantLessee, Leasehold Mortgagee and each Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market ValueMortgagee. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s)Mortgagee. If any provision of any Facility Mortgage requires deposits of premiums for insurance premiums to be made with such Facility Mortgagee, Tenant Lessee shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant Lessee shall make such deposits directly with such Facility Mortgagee. The policies on each the Leased Property, including the Leasehold Leased Improvements, and Fixtures and Tenant’s Lessee's Personal Property, shall insure against the following risks:

General Insurance Requirements. During the Term, Tenant or a Tenant Party shall at all times keep each the Leased Property, and all property located in or on any the Leased Property, including Leasehold Capital Improvements, the Fixtures and Tenant’s Personal Property, insured with the kinds and amounts of insurance described below. This Each element of insurance described in this Article XIII shall be maintained with respect to the Leased Property of each Facility and Tenant’s Property and operations thereon. Such insurance shall be written by companies authorized permitted to do insurance conduct business in the State in which the applicable Leased Property is located, provided, however, that the insurers State. All policies required under this Master Lease must name Landlord as an “additional named insured” or reinsurers issuing “additional insured” as appropriate. All business interruption policies covering general liability and/or professional liability claims (or providing reinsurance coverage shall name Landlord as “loss payee” with respect to such claims) need only Rent only. Property losses shall be payable to have such authorizations to do insurance business Landlord and/or Tenant as are required by applicable lawprovided in Article XIV. All companies providing insurance required by In addition, the terms of this ARTICLE XIII (includingpolicies, without limitationas appropriate, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must shall name as an “additional named insured” or “additional insured” as appropriate, and “mortgagee/loss payee (i) payee”, as their interest may appear, each Permitted Leasehold Mortgagee and as an “additional insured” and/or “mortgagee/loss payee” as their interest may appear, the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any indebtedness or any other Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII Article XXXI (“Facility Mortgage”) by way of a 438BFU or other standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Propertyendorsement. Except as otherwise set forth herein, Lessor and, in the case of any commercial general liability and/or umbrella liability property insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment settlement shall require the written consent of LessorLandlord, Tenant, Leasehold Mortgagee and each Facility Mortgagee whenever (to the extent required under the applicable Facility Mortgage Documents) unless the amount of the loss exceeds twenty percent (20%) net of the Facility’s Fair Market Valueapplicable deductible is less than One Hundred Million Dollars ($100,000,000) in which event no such consent shall be required. Evidence of insurance shall be deposited with Lessor Landlord and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of The insurance premiums policies required to be made with such Facility Mortgagee, carried by Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, or a Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, Party hereunder shall insure against all the following risksrisks with respect to the Facilities:

General Insurance Requirements. During All policies required to be carried by Tenant and Tenant’s contractors and movers hereunder must be issued by and binding upon an insurance company licensed to do business in the state in which the property is located with a rating of at least "A-" "VIII" or better as set forth in the most current issue of Best's Key Rating Guide, unless otherwise approved by Landlord. Tenant will not do or permit anything to be done that would invalidate the insurance policies required. The insurance that Tenant is required to carry under this Paragraph 9.A may be held under a blanket policy. Liability insurance maintained by Tenant and Tenant’s contractors and movers will be primary coverage without right of contribution by any similar insurance that may be maintained by Landlord. Tenant’s liability insurance deductibles may not exceed $0.00, and Tenant’s property insurance deductibles may not exceed $5,000.00. Endorsements, acceptable to Landlord, evidencing the existence and amount of each liability insurance policy required hereunder and Evidence of Property Insurance Form, Xxxxx 27, evidencing property insurance as required will be delivered to Landlord prior to delivery or possession of the Premises and ten days prior to each renewal date. Endorsements for each policy shall show that the Required Additional Insureds are included as additional insureds on liability policies (except employer's liability). The Evidence of Property Insurance Form will name Landlord as loss payee for property insurance as respects Landlord's interest in improvements and betterments. Further, the endorsements must include that for each policy whereby the insurer agrees not to cancel or non-renew the policy, or reduce the coverage below the limits required in this Lease, without at least thirty (30) days' prior notice to Landlord and Landlord's managing agent. If Tenant fails to provide evidence of insurance required to be provided by Tenant hereunder, prior to commencement of the Term and thereafter during the Term, Tenant shall at all times keep each Leased Propertywithin ten (10) days following Landlord's request thereof, and all property located in or on ten (10) days prior to the expiration date of any Leased Propertysuch coverage, including Leasehold Improvements, Fixtures and Tenant’s Personal Property, insured with the kinds and amounts of insurance described below. This insurance shall Landlord will be written by companies authorized (but not required) to do insurance business procure such coverage in the State in which the applicable Leased Property is locatedamount stated with all costs thereof to be chargeable to Tenant, providedplus an eighteen percent (18%) service charge, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable lawand payable upon written invoice thereof. All companies providing The limits of insurance required by this Lease, or as carried by Tenant, will not limit the terms liability of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) the holder Tenant or relieve Tenant of any mortgageobligation thereunder, deed except to the extent provided for under Paragraph 9.C below (Waiver of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions Claims; Waiver of ARTICLE XXXVIII (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIVSubrogation). Any loss adjustment shall require deductibles selected by Tenant will be the written consent sole responsibility of LessorTenant. Landlord may, Tenantat its sole discretion, Leasehold Mortgagee change the insurance policy limits and Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market Value. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums forms which are required to be provided by Tenant; such changes will be made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts conform to common insurance requirements for similar properties in similar geographic locations. Landlord will not change required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, shall insure against the following risks:insurance limits or forms more often than once per calendar year.

General Insurance Requirements. During the Term, Tenant shall at all times keep each Leased Property, and all property located in or on any Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Personal Property, insured with the kinds and amounts of insurance described below. This insurance shall be written by companies authorized to do insurance business in the State in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market Value. Evidence above policies of insurance shall be deposited primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Lessor andConsultant’s insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, if requestedits officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any Superior Lessortime. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following “cancellation” notice: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, Leasehold Mortgagee THE ISSUING COMPANY SHALL MAIL THIRTY (30)-DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. [to be initialed] Consultant Initials City, its respective elected and Facility Mortgagee(s)appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. If The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any provision way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant’s activities or the activities of any Facility Mortgage requires deposits person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant’s indemnification liabilities as provided in Section 5.3. In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance premiums that the Consultant is required to be made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, maintain pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold ImprovementsSection 5.1, and Fixtures such certificates and Tenant’s Personal Property, endorsements shall insure against the following risks:be provided to City.

General Insurance Requirements. During the Term, Tenant shall at all times keep each the Leased Property, and all property located in or on any the Leased Property, including Leasehold Capital Improvements, the Fixtures and Tenant’s Personal Property, insured with the kinds and amounts of insurance described below. This Each element of insurance described in this Article XIII shall be maintained with respect to the Leased Property of each Facility and Tenant’s Property and operations thereon. Such insurance shall be written by companies authorized permitted to do insurance conduct business in the State applicable State. All third party liability type policies must name Landlord as an “additional insured.” All property policies shall name Landlord as “loss payee” for its interests in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing each Facility. All business interruption policies covering general liability and/or professional liability claims (or providing reinsurance coverage shall name Landlord as “loss payee” with respect to such claims) need only Rent only. Property losses shall be payable to have such authorizations to do insurance business Landlord and/or Tenant as are required by applicable lawprovided in Article XIV. All companies providing insurance required by In addition, the terms of this ARTICLE XIII (includingpolicies, without limitationas appropriate, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must shall name as an “additional insured” and/or “loss payee (i) payee” each Permitted Leasehold Mortgagee and as an “additional insured” or “loss payee” the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any indebtedness or any other Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII Article XXXI (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Propertyendorsement. Except as otherwise set forth herein, Lessor and, in the case of any commercial general liability and/or umbrella liability property insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment settlement shall require the written consent of LessorLandlord, Tenant, Leasehold Mortgagee and each Facility Mortgagee whenever (to the extent required under the applicable Facility Mortgage Documents, but subject to the applicable terms regarding application of insurance proceeds set forth in any non-disturbance agreement delivered by such Facility Mortgagee) unless the amount of the loss exceeds twenty percent (20%) net of the Facility’s Fair Market Valueapplicable deductible is less than Five Million Dollars ($5,000,000) (which amount shall be subject to Renewal Term Increase on the commencement of each Renewal Term) in which event no consent shall be required. Evidence of insurance shall be deposited with Lessor Landlord and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of The insurance premiums policies required to be made with such Facility Mortgagee, carried by Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, hereunder shall insure against all the following risksrisks with respect to each Facility:

General Insurance Requirements. During the Term, subject to Section 11.2(a), Tenant shall at all times keep each Leased Propertythe Demised Premises, and all property located in therein or on any Leased Propertythereon, including Leasehold the Leased Improvements, Fixtures and Tenant’s Personal Property, insured with the kinds and amounts of insurance described below, and otherwise as permitted in the Insurance Requirements. This Each element of insurance described in this Section 11.1 shall be maintained with respect to the Demised Premises and Tenant’s Property and the operations of each Store thereon. Such insurance shall be written by companies authorized permitted to do insurance conduct business in the State applicable State. All third-party liability type policies must name Landlord as an “additional insured.” All property policies shall name Landlord as “loss payee” for its interests in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing each Property. All business interruption policies covering general liability and/or professional liability claims (or providing reinsurance coverage shall name Landlord as “loss payee” with respect to such claims) need only Rent only. Property losses shall be payable to have such authorizations to do insurance business Landlord and/or Tenant as are required by applicable lawprovided in Article XIV. All companies providing insurance required by In addition, the terms of this ARTICLE XIII (includingpolicies, without limitationas appropriate, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must shall name as an “additional insured” and/or “loss payee (i) the payee,” each holder of any mortgage, deed of trust or other security agreement (“Facility Landlord Mortgagee”) securing any Indebtedness or any other Encumbrance placed on the applicable Leased Property Demised Premises in accordance with the provisions of ARTICLE XXXVIII Article XIV (“Facility Landlord Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Propertyendorsement. Except as otherwise set forth herein, Lessor and, in the case of any commercial general liability and/or umbrella liability property insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment settlement shall require the written consent of LessorLandlord, TenantTenant and each Landlord Mortgagee (to the extent required under the applicable Landlord Mortgage Documents), Leasehold Mortgagee and Facility Mortgagee whenever unless the amount of the loss exceeds twenty net of the applicable deductible is less than the lesser of twenty-five percent (2025%) of the Facility’s Fair Market Valuevalue of the Leasehold Improvements or five hundred thousand dollars ($500,000), in which event no consent shall be required by Landlord. Evidence of insurance shall be deposited with Lessor Landlord and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Landlord Mortgagee. The insurance policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, required to be carried by Tenant hereunder shall insure against at least the following risksrisks with respect to each Property:

General Insurance Requirements. During the TermTerm of this Lease, Tenant Lessee shall at all times keep each the Leased Property, and all property located in or on any the Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Personal Property, Property insured with the kinds and amounts of insurance described below. This insurance shall be below and written by companies reasonably acceptable to Lessor authorized to do insurance business in the State state in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name Lessor as loss payee (i) an additional insured and losses shall be payable to Lessor and/or Lessee as provided in Article XIII. In addition, the policies shall name as an additional insured the holder ("Facility Mortgagee") of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property or any part thereof in accordance with the provisions of ARTICLE XXXVIII Article XXXII (“"Facility Mortgage”) "), if any, by way of a standard form of mortgagee’s 's loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIVendorsement. Any loss adjustment in excess of $100,000.00 shall require the written consent of Lessor, Tenant, Leasehold Mortgagee Lessor and each affected Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market ValueMortgagee. Evidence of insurance shall be deposited with Lessor and, and if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage which constitutes a first lien on the Leased Property requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant Lessee shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each such Facility Mortgagee, Mortgagee or, pursuant to written direction by Lessor, Tenant Lessee shall make such deposits directly with such Facility Mortgagee. The policies on each the Leased Property, including the Leasehold Leased Improvements, and the Fixtures and Tenant’s the Personal Property, shall insure against the following risks:

General Insurance Requirements. During Subject to the provisions of Paragraph 13.8, during the Term, Tenant Lessee shall at all times keep each the Leased Property, and all portions thereof and all property located in or on any the Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Lessee's Personal Property, insured with the kinds and amounts of insurance described below. This insurance shall be written by companies authorized to do insurance business in the State state in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name Lessor as a loss payee (i) and additional insured. Losses shall be payable to Lessor or Lessee as provided in Article XIV. In addition, upon Lessor's written request, the policies shall name as mortgagee, loss payee and additional insured the holder ("Facility Mortgagee") of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing and any other Encumbrance placed on the applicable Leased Property or any portion thereof in accordance with the provisions of ARTICLE XXXVIII Article XXXII (“"Facility Mortgage”") by way of a standard form of mortgagee’s 's loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIVendorsement. Any loss adjustment shall require the written consent of Lessor, TenantLessee, Leasehold Mortgagee and each Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market ValueMortgagee. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of premiums for insurance premiums to be made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by LessorLessor upon the occurrence of any Event of Default hereunder (and irrespective of whether such Event of Default is continuing or has been cured), Tenant Lessee shall make such deposits directly with such Facility MortgageeMortgagee or with Lessor, as required, provided that during any period when such deposits are being made, the Facility Mortgagee or Lessor (depending on which party collects such deposits) agrees (a) to pay the premiums on a timely basis, and (b) upon written request from Lessee, to account to Lessee for all funds then on deposit. The policies on each the Leased Property, including the Leasehold Leased Improvements, and Fixtures and Tenant’s Lessee's Personal Property, shall insure against the following risks:

General Insurance Requirements. During All policies of liability insurance so obtained and maintained, including any umbrella liability insurance policies, shall (a) be carried in the Termname of Tenant, (b) name Landlord, any Security Holder and Landlord’s designated agents as additional insureds, pursuant to an endorsement providing coverage at least as broad as ISO form CG 2010 11/85 or equivalent (which shall permit any such additional insureds to recover attorneys’ fees and costs as the prevailing party in any dispute with the insurer), (c) be the primary insurance providing coverage for Landlord (any other liability insurance maintained by Landlord to be excess and non-contributing), (d) contain a cross-liability endorsement stating that the rights of insureds shall not be prejudiced by one insured making a claim or commencing an action against another insured, (e) include severability of interest clauses, products-completed operations and coverage of independent contractors, and (f) include breach of conditions coverage in favor of Landlord and the other additional insureds. The insurance requirements in this Paragraph 8 shall not in any way limit, in either scope or amount, the indemnity obligations separately owed by Tenant to Landlord under this Lease, or the liability of Tenant for nonperformance of its obligations or for loss or damage for which Tenant is responsible hereunder. No endorsement limiting or excluding a required coverage is permitted. Duly executed certificates of insurance of such insurance policies required to be carried by Tenant shall at all times keep each Leased Propertybe delivered to Landlord prior to the date that Tenant occupies the Premises for any reason, and all property located in or on any Leased Property, including Leasehold Improvements, Fixtures and evidence of renewals of such policies shall be delivered to Landlord as soon as possible prior to the expiration of each respective policy term. All Tenant’s Personal Propertyinsurance shall provide that the insurer agrees not to cancel the policy without at least thirty (30) days’ prior written notice to Tenant (except in the event of a cancellation as a result of nonpayment, insured with in which event the kinds and amounts insurer shall give Tenant at least ten (10) days’ prior notice). Tenant shall notify Landlord within ten (10) days following receipt of any such notice of cancellation or any material modification of any policy of insurance described belowapplicable to the Premises required under this Paragraph. This If at any time during the Term (i) the amount or coverage of insurance which Tenant is required to carry under Paragraph 8.2 is, in Landlord’s reasonable judgment, materially less than the amount or type of insurance coverage typically carried by tenants leasing space in Comparable Buildings which are similar to and operated for similar purposes as the Premises or (b) Tenant’s use of the Premises should change with or without Landlord’s consent, Landlord shall have the right to require Tenant to increase the amount or change the types of insurance coverage required under Paragraph 8.2, provided that any increase of insurance required pursuant to clause (i) shall be uniformly imposed by Landlord on all office tenants within the Building. All insurance policies required to be carried by Tenant under this Lease shall be written by companies rated A- VII or better in Best’s Insurance Guide and authorized to do insurance business in the State state in which the applicable Leased Property Building is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) the holder Payment of any mortgagedeductibles shall be the sole responsibility of Tenant. Tenant shall deliver to Landlord on or before the Delivery Date, deed and thereafter as soon as possible before the expiration dates of trust the expired policies, a certificate of insurance providing evidence of the insurance coverage required under this Paragraph 8. If Tenant shall fail to procure such insurance, or to deliver such policies or certificates, Landlord may, at Landlord’s option and in addition to Landlord’s other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on remedies in the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) by way Event of a standard form Default by Tenant hereunder, procure the same for the account of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers Tenant, and the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses cost thereof shall be payable paid to Lessor and/or Superior Mortgagee Landlord as provided in ARTICLE XIV. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market Value. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, shall insure against the following risks:Additional Rent.

General Insurance Requirements. During Each policy of insurance referred to in Section 13.01 shall be issued by a company of recognized financial standing authorized to issue such insurance in the Termstate where the Premises are located and having a general policyholders rating of not less than A and a financial rating of not less than VII in Best's Insurance Reports. Each liability policy shall name as the insured parties thereunder Landlord (including its agents and other parties designated by Landlord), and Tenant, as their interest may appear, and each other policy shall name Landlord as an additional insured. Each such policy shall be written as a primary policy which does not contribute to and is not in excess of coverage which Landlord may carry. Every policy which Tenant is obligated to carry under the terms of Section 13.01 shall contain an agreement by the insurer that it will not cancel or fail to renew or amend such policy or reduce the coverage thereunder except after thirty (30) days prior written notice to Landlord and that any loss otherwise payable thereunder shall be payable notwithstanding any act or negligence of Tenant which might, absent such agreement, result in a forfeiture of all or a part of such insurance payment. Prior to commencing Tenant's Work, Tenant shall at deliver to Landlord certificates of the insurers, evidencing all times keep each Leased Propertyof the insurance which is required to be maintained by Tenant hereunder together with evidence of the payment of all premiums therefor, and Tenant shall, within thirty (30) days prior to the expiration of any such insurance, deliver other certificates of the insurers evidencing the renewal or replacement of such insurance together with evidence of the payment of all property located premiums therefor. Should Tenant fail to maintain or renew any insurance provided for in this Section, or on to pay the premium therefor, or to deliver to Landlord any Leased Propertysuch certificates, including Leasehold Improvementsthen and in any said events, Fixtures Landlord, at its option, but without obligation to do so may, upon five (5) days notice to Tenant, procure such insurance, and Tenant’s Personal Property, insured any sums so expended by Landlord (together with Landlord's reasonable administrative expense in procuring such insurance and interest at the kinds and amounts of insurance described below. This insurance Default Rate) shall be written additional rent hereunder and shall be paid by companies authorized Tenant to do insurance business in the State in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed Landlord on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) first day of the Facility’s Fair Market Value. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums to be month next following the date on which such expenditure is made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, shall insure against the following risks:Landlord.

General Insurance Requirements. During the Term, The insurance that Tenant shall at all times keep each Leased Property, and all property located in or on any Leased Property, including Leasehold Improvements, Fixtures is required to carry under this Section 1.1 may be held under a blanket policy. All policies required to be carried by Tenant and Tenant’s Personal Propertycontractors, insured with the kinds subcontractors and amounts of movers hereunder must be issued by and binding upon an insurance described below. This insurance shall be written by companies authorized company licensed to do insurance business in the State state in which the applicable Leased property is located with a rating of at least “A-” “VIII” or better as set forth in the most current issue of Best’s Key Rating Guide, unless otherwise approved by Landlord. Tenant will not do or permit anything to be done that would invalidate the insurance policies required. Liability insurance maintained by Tenant and Tenant’s contractors and movers will be primary coverage without right of contribution by any similar insurance that may be maintained by Landlord. Tenant’s liability insurance deductibles may not exceed $0.00, and Tenant’s property insurance deductibles may not exceed $5,000.00. Certificates of insurance, acceptable to Landlord, evidencing the existence and amount of each liability insurance policy required hereunder and Evidence of Property is locatedInsurance Form, providedXxxxx 27, however, evidencing property insurance as required will be delivered to Landlord prior to delivery or possession of the Premises and ten days prior to each renewal date. Certificates of insurance will include an endorsement for each policy showing that the insurers Required Additional Insureds are included as additional insureds on liability policies (except employer’s liability). The Evidence of Property Insurance Form will name Landlord as loss payee for property insurance as respects Landlord’s interest in improvements and betterments. Further, the certificates must include an endorsement for each policy whereby the insurer agrees not to cancel or reinsurers issuing policies covering general liability and/or professional liability claims non-renew the policy, or reduce the coverage below the limits required in this Lease, without at least 30 days’ prior notice to Landlord and Landlord’s managing agent. If Tenant fails to provide evidence of insurance required to be provided by Tenant hereunder, prior to commencement of the term and thereafter during the term, within 10 days following Landlord’s request thereof, and 10 days prior to the expiration date of any such coverage, Landlord will be authorized (or providing reinsurance but not required) to procure such coverage in the amount stated with respect all costs thereof to such claims) need only be chargeable to have such authorizations to do insurance business as are required by applicable lawTenant and payable upon written invoice thereof. All companies providing The limits of insurance required by this lease, or as carried by Tenant, will not limit the terms liability of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) the holder Tenant or relieve Tenant of any mortgageobligation thereunder, deed except to the extent provided for under Paragraph 17 (Waiver of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions Claims; Waiver of ARTICLE XXXVIII (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%Subrogation) of the Facility’s Fair Market ValueLease. Evidence Any deductibles selected by Tenant will be the sole responsibility of Tenant. Landlord may, at its sole discretion, change the insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee policy limits and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums forms which are required to be provided by Tenant; such changes will be made to conform with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts common insurance requirements for similar properties in similar geographic locations. Landlord will not change required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, shall insure against the following risks:insurance limits or forms more often than once per calendar year.

General Insurance Requirements. During the Term, Tenant shall at all times keep each Leased Property, and all property located in or on any Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Personal Property, insured with the kinds and amounts of insurance described below. This insurance shall be written by companies authorized to do insurance business in the State in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market Value. Evidence above policies of insurance shall be deposited primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents shall apply in excess of, and not contribute with Lessor andContractor’s insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, if requestedits officers, employees and agents and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of all required insurance policies at any Superior Lessortime. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following “cancellation” notice: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, Leasehold Mortgagee THE ISSUING COMPANY SHALL MAIL THIRTY (30)-DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. [to be initialed] Contractor Initials City, its respective elected and Facility Mortgagee(s)appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Contractor performs; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. If The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Contractor agrees that the requirement to provide insurance shall not be construed as limiting in any provision way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor’s activities or the activities of any Facility Mortgage requires deposits person or persons for which the Contractor is otherwise responsible nor shall it limit the Contractor’s indemnification liabilities as provided in Section 5.3. In the event the Contractor subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same policies of insurance premiums that the Contractor is required to be made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, maintain pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold ImprovementsSection 5.1, and Fixtures such certificates and Tenant’s Personal Property, endorsements shall insure against the following risks:be provided to City.

General Insurance Requirements. During the Term, Tenant shall at all times keep each Leased Property, and all property located in or on any Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Personal Property, insured with the kinds and amounts of insurance described below. This insurance shall be written by companies authorized to do insurance business in the State in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market Value. Evidence above policies of insurance shall be deposited primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents shall apply in excess of, and not contribute with Lessor andContractor’s insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, if requestedits officers, employees and agents and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of all required insurance policies at any Superior Lessortime. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following “cancellation” notice: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, Leasehold Mortgagee THE ISSUING COMPANY SHALL MAIL THIRTY (30)-DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. [to be initialed] Agent Initials City, its respective elected and Facility Mortgagee(s)appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Contractor performs; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. If The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Contractor agrees that the requirement to provide insurance shall not be construed as limiting in any provision way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor’s activities or the activities of any Facility Mortgage requires deposits person or persons for which the Contractor is otherwise responsible nor shall it limit the Contractor’s indemnification liabilities as provided in Section 5.3. In the event the Contractor subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same policies of insurance premiums that the Contractor is required to be made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, maintain pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold ImprovementsSection 5.1, and Fixtures such certificates and Tenant’s Personal Property, endorsements shall insure against the following risks:be provided to City.

General Insurance Requirements. During the Term, Tenant shall at all times keep each Leased Property, and all property located in or on any Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Personal Property, insured with the kinds and amounts of insurance described below. This insurance shall be written by companies authorized to do insurance business in the State in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All which companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must shall have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE Article XXXVIII (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE Article XIV. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market Value. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, shall insure against the following risks:

General Insurance Requirements. During InnerWorkings shall purchase all insurance coverage required pursuant to the Termterms of this Agreement from an insurer or insurers with a then-current A.M. Best’s rating of “A” or better and a financial size of no less than “Class VIII” or an equivalent or better rating. Umbrella or Excess Liability insurance may be used to meet limit of liability requirements imposed hereunder. ServiceMaster, Tenant its subsidiaries and Affiliates, as the case may be, shall be specifically included as an additional insured under commercial general liability and umbrella/excess liability coverage, for liability or loss arising out of or in any way associated with any act, error, omission, product or Service of InnerWorkings, its managers, officers, members, its workforce or anyone else for whose acts, products or services InnerWorkings may be held responsible (with coverage to ServiceMaster at all times keep each Leased Propertyleast as broad as that which is provided to InnerWorkings and not lessened or avoided by endorsement). All deductibles or self-insured retentions are the sole responsibility of InnerWorkings, Policy territory must include location in which Services are rendered hereunder, where property is located or where any product or service is sold or used. Each such policy shall contain a severability of interests clause and all property located will provide that InnerWorkings’ coverage shall be primary to any other insurance available to or maintained by ServiceMaster, its subsidiaries and Affiliates. All liability insurance requirements shall remain in full force and effect for two (2) years from termination or on any Leased Propertyexpiration of this Agreement. InnerWorkings shall immediately submit and, including Leasehold Improvementsupon renewal of such insurance coverage shall submit, Fixtures and Tenant’s Personal Propertyacceptable certificates of insurance to ServiceMaster or its party designate, insured with as evidence the kinds specified forms, endorsements and amounts of insurance as required hereunder are in force. InnerWorkings shall require insurance policies similar to those described below. This insurance shall be herein, and maintain on-file certificates of insurance, from its contractors of every tier, providing copies of such certificates to ServiceMaster or its party designate upon written by companies authorized to do insurance business in the State in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable lawrequest. All companies providing insurance required by certificates shall include a clause obligating the terms of this ARTICLE XIII insurer(s) to give certificate holder not less than thirty (including, without limitation, any Captive Insurance Company30) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) the holder days prior written notice of any mortgagematerial change in, deed of trust cancellation of, or intent not to renew the insurance. Insurance required under this section is in addition to and separate from any other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property obligation contained in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market Value. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, shall insure against the following risks:this Agreement.

General Insurance Requirements. During the Term, Tenant shall at all times keep each Leased Property, and all property located in or on any Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Personal Property, insured with the kinds and amounts of insurance described below. This insurance shall be written by companies authorized to do insurance business in the State in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market Value. Evidence above policies of insurance shall be deposited primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents shall apply in excess of, and not contribute with Lessor andContractor’s insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, if requestedits officers, employees and agents and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of all required insurance policies at any Superior Lessortime. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following “cancellation” notice: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, Leasehold Mortgagee THE ISSUING COMPANY SHALL MAIL THIRTY (30)-DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. [to be initialed] Agent Initials City, its respective elected and Facility Mortgagee(s)appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Contractor performs; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. If The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Contractor agrees that the requirement to provide insurance shall not be construed as limiting in any provision way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor’s activities or the activities of any Facility Mortgage requires deposits person or persons for which the Contractor is otherwise responsible nor shall it limit the Contractor’s indemnification liabilities as provided in Section 5.3. . In the event the Contractor subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same policies of insurance premiums that the Contractor is required to be made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, maintain pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold ImprovementsSection 5.1, and Fixtures such certificates and Tenant’s Personal Property, endorsements shall insure against the following risks:be provided to City.

General Insurance Requirements. During Subject to the provisions of Paragraph 13.8, during the Term, Tenant Lessee shall at all times keep each the Leased Property, and all property located in or on any the Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Lessee's Personal Property, insured with the kinds and amounts of insurance described below. This insurance shall be written by companies authorized to do insurance business in the State state in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name Lessor as loss payee and additional named insured, shall contain a provision that such insurance may not be cancelled or amended without at least thirty (i30) days' notice to Lessor and shall be payable to Lessor as provided in Article XIV. In addition, upon Lessor's written request, the policies shall name as mortgagee, loss payee and additional insured the holder ("Facility Mortgagee") of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing and any other Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII Article XXXII, as well as any other entity interested in the Leased Property (“"Facility Mortgage”") by way of a standard form of mortgagee’s 's loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market Valueendorsement. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of premiums for insurance premiums to be made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by LessorLessor upon the occurrence of any Event of Default hereunder (and irrespective of whether such Event of Default is continuing or has been cured), Tenant Lessee shall make such deposits directly with such Facility MortgageeMortgagee or with Lessor, as required. The policies on each the Leased Property, including the Leasehold Leased Improvements, and Fixtures and Tenant’s Lessee's Personal Property, shall insure against the following risks:

General Insurance Requirements. During the Term, Tenant shall at all times keep each Leased Property, and all property located in or on any Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Personal Property, insured with the kinds and amounts of insurance described below. This insurance shall be written by companies authorized to do insurance business in the State in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market Value. Evidence above policies of insurance shall be deposited primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents shall apply in excess of, and not contribute with Lessor andConsultant’s insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, if requestedits officers, employees and agents and their respective insurers. The insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of all required insurance policies at any Superior Lessortime. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following “cancellation” notice: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, Leasehold Mortgagee THE ISSUING COMPANY SHALL MAIL THIRTY (30)-DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. [to be initialed] Agent’s Initials City, its respective elected and Facility Mortgagee(s)appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or automobiles owned, leased, hired or borrowed by Consultant. If The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any provision way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant’s activities or the activities of any Facility Mortgage requires deposits person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant’s indemnification liabilities as provided in Section 5.3. In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance premiums that the Consultant is required to be made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, maintain pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold ImprovementsSection 5.1, and Fixtures such certificates and Tenant’s Personal Property, endorsements shall insure against the following risks:be provided to City.

General Insurance Requirements. During the Term, All policies required to be carried by Tenant shall at all times keep each Leased Property, and all property located in or on any Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Personal Propertycontractors, insured with the kinds subcontractors and amounts of movers hereunder must be issued by and binding upon an insurance described below. This insurance shall be written by companies company licensed or authorized to do insurance business in the State state in which the applicable Leased property is located with an A.M. Best’s Rating of at least “VIII” or better, unless otherwise acceptable to Landlord. Tenant will not do or permit anything to be done that would invalidate the insurance policies required. Liability insurance maintained by Tenant and Tenant’s contractors, subcontractors and movers will be primary coverage without right of contribution by any similar insurance that may be maintained by Landlord. Certificates of insurance, reasonably acceptable to Landlord, evidencing the existence and amount of each liability insurance policy required hereunder and Evidence of Property is locatedInsurance Form, providedXxxxx 28, howeverevidencing property insurance as required, will be delivered to Landlord prior to delivery or possession of the Premises and fifteen (15) days prior to each renewal date. Liability policies (except employers liability) will each include an endorsement naming the Required Additional Insureds such additional insured status. The Evidence of Property Insurance Form will name Landlord as loss payee for property insurance as respects Landlord’s interest in improvements and betterments. Further, the certificates must indicate that insurers will endeavor to provide at least 30 days’ prior notice to Landlord and Landlord’s managing agent prior to any cancellation of coverage. If Tenant fails to provide evidence of insurance required to be provided by Tenant hereunder, prior to commencement of the insurers or reinsurers issuing policies covering general liability and/or professional liability claims term and thereafter during the term, within 10 days following Landlord’s request thereof, and 10 days prior to the expiration date of any such coverage, Landlord will be authorized (or providing reinsurance but not required) to procure such coverage in the amount stated with respect all costs thereof to such claims) need only be chargeable to have such authorizations to do insurance business as are required by applicable lawTenant and payable upon written invoice thereof. All companies providing The limits of insurance required by this lease, or as carried by Tenant, will not limit the terms liability of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) the holder Tenant or relieve Tenant of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIVobligation thereunder. Any loss adjustment shall require deductibles selected by Tenant will be the written consent sole responsibility of LessorTenant. Landlord may, Tenantat its sole discretion, Leasehold Mortgagee change the insurance policy limits and Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market Value. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums forms which are required to be provided by Tenant; such changes will be made to conform with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts common insurance requirements for similar properties in similar geographic locations. Landlord will not change required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, shall insure against the following risks:insurance limits or forms more often than once per calendar year.

General Insurance Requirements. During Subject to the provisions of Paragraph 13.8, during the Term, Tenant Lessee shall at all times keep each the Leased Property, and all property located in or on any the Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Lessee's Personal Property, insured with the kinds and amounts of insurance described below. This insurance shall be written by companies authorized to do insurance business in the State state in which the applicable Leased Property is located, provided, however, that the insurers having an A.M. Best rating of A X or reinsurers issuing policies covering general liability and/or professional liability claims (higher or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required otherwise approved by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility MortgageeLessor in its sole discretion. The policies must name Lessor as loss payee and additional named insured, shall contain a provision that such insurance may not be canceled or amended without at least thirty (i30) days' notice to Lessor and shall be payable to Lessor as provided in Article XIV. In addition, upon Lessor's written request, the policies shall name as mortgagee, loss payee and additional insured the holder ("Facility Mortgagee") of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing and any other Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII Article XXXIII, as well as any other entity interested in the Leased Property (“"Facility Mortgage”") by way of a standard form of mortgagee’s 's loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market Valueendorsement. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of premiums for insurance premiums to be made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by LessorLessor upon the occurrence of any Event of Default hereunder (and irrespective of whether such Event of Default is continuing or has been cured), Tenant Lessee shall make such deposits directly with such Facility MortgageeMortgagee or with Lessor, as required. The policies on each the Leased Property, including the Leasehold Leased Improvements, and Fixtures and Tenant’s Lessee's Personal Property, shall insure against the following risks:

General Insurance Requirements. During the Term, Tenant shall ------------------------------ at all times keep each Leased Property, and all property located in or on any Leased Property, including Leasehold Improvements, Fixtures and Tenant’s 's Personal Property, insured with the kinds and amounts of insurance described below. This insurance shall be written by companies authorized to do insurance business in the State in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All which companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must shall have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) the holder of any mortgage, deed of trust or other security agreement (“"Facility -------- Mortgagee”") securing any Encumbrance placed on the applicable Leased Property in --------- accordance with the provisions of ARTICLE Article XXXVIII (“"Facility Mortgage”") by way --------------- ----------------- of a standard form of mortgagee’s 's loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE Article XIV. Any loss adjustment shall require the written consent ----------- of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent Two Hundred Fifty Thousand Dollars (20%$250,000.00) of the Facility’s Fair Market Value(or such larger amount as is agreed to in writing by Lessor's Facility Mortgagee(s)). Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s 's Personal Property, shall insure against the following risks:

General Insurance Requirements. During the Term, Tenant shall at all times keep each Leased Property, and all property located All insurance provided for in or on any Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Personal Property, insured with the kinds and amounts of insurance described below. This insurance this Lease shall be written maintained under valid and enforceable policies issued by companies authorized insurers of recognized responsibility, licensed and approved to do insurance business in the State state in which the applicable Leased Property Premises is locatedlocated having a general policyholders rating of not less than "A-11" and a financial rating of not less than "XII" in the then most current Best's Insurance Report. Any and all policies of insurance required under this Lease shall name the Landlord as an additional insured and shall be on an "occurrence" basis. In addition, provided, however, that Landlord shall be shown as the loss payable beneficiary under the casualty insurance policy maintained by Tenant pursuant to Section 4.2 hereof. All policies of insurance required herein may be in the form of "blanket" or "umbrella" type policies which shall name the Landlord and Tenant as their interests may appear and allocate to the Premises the full amount of insurance required hereunder. Original policies or satisfactory certificates from the insurers or reinsurers issuing evidencing the existence of all policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing of insurance required by this Lease and showing the terms interest of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance Landlord shall be filed with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers Landlord prior to the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) commencement of the Facility’s Fair Market ValueTerm and shall provide that the subject policy may not be canceled except upon not less than thirty (30) days prior written notice to Landlord. Evidence If Landlord is provided with a certificate, upon Landlord's request Tenant shall provide Landlord with a complete copy of the insurance policy evidenced by such certificate within thirty (30) days of the commencement of the Term. Originals of the renewal policies or certificates therefor from the insurers evidencing the existence thereof shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s)Landlord not less than ten (10) days prior to the expiration dates of the policies. If Landlord is provided with a certificate for a renewal policy, upon Landlord's request Tenant shall deliver a copy of the complete renewal policy to Landlord within thirty (30) days of the expiration of the replaced policy. Any claims under any provision of any Facility Mortgage requires deposits policies of insurance premiums described in this Lease shall be adjudicated by and at the expense of the Tenant or of its insurance carrier, but shall be subject to be made with such Facility Mortgagee, joint control of Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, shall insure against the following risks:Landlord.

General Insurance Requirements. During Subject to the provisions of Section 13.8, during the Term, Tenant Lessee shall at all times keep each the Leased Property, and all property located in or on any the Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Lessee's Personal Property, insured with the kinds and amounts of insurance described belowbelow and any additional insurance reasonably required by Lessor to protect its interest in the Leased Property. This insurance shall be written by companies authorized to do insurance business in the State States in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name Lessor as an additional insured and/or loss payee (i) payee, as applicable. Losses shall be payable to Lessor or Lessee as provided in Article XIV. In addition, upon Lessor's written request, the policies shall name as an additional insured and/or loss payee, as applicable, the holder ("Facility Mortgagee") of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing and any other Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII Article XXXII and expressly including, without limitation, the Existing Encumbrances (“a "Facility Mortgage”") by way of a standard form of mortgagee’s 's loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIVendorsement. Any loss adjustment shall require the written consent of Lessor, TenantLessee, Leasehold Mortgagee and each Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market ValueMortgagee. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s)Mortgagee. If any provision of any Facility Mortgage requires deposits of premiums for insurance premiums to be made with such Facility Mortgagee, Tenant Lessee shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant Lessee shall make such deposits directly with such Facility Mortgagee. The policies on each the Leased Property, including the Leasehold Leased Improvements, and Fixtures and Tenant’s Lessee's Personal Property, shall insure against the following risks:

General Insurance Requirements. During the Term, Tenant shall at all times keep each the Leased PropertyImprovements that are central office locations, and all property located in or on any such Leased PropertyImprovements, including Leasehold Capital Improvements thereto (collectively, the “Insured Leased Improvements, Fixtures ”) and Tenant’s Personal Property, insured with the kinds and amounts of insurance described belowbelow at each location where the Insured Leased Improvements and the Tenant’s Property located therein have a combined estimated total value exceeding Five Hundred Thousand Dollars ($500,000.00) (“Insured Location”). This The $500,000.00 combined estimated total value amount (“Insurable Amount”) is subject to annual review by Tenant. Tenant may increase the Insurable Amount without first obtaining Landlord’s consent so long as: (i) the increased Insurable Amount is consistent with Tenant’s practice for its retained properties, and (ii) the increased Insurable Amount would not prevent Tenant from self-insuring its insurance obligations pursuant to Section 13.9 if it chose to do so. Otherwise, Tenant must obtain Landlord’s consent, which will not be unreasonably withheld or delayed, to increase the Insurable Amount. Each element of insurance described in this Article XIII shall be maintained with respect to the Insured Leased Improvements of each Facility and Tenant’s Property and operations thereon at an Insured Location. Such insurance shall be written by companies authorized permitted to do insurance conduct business in the State in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable lawState. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The third party liability type policies must name Landlord as an “additional insured.” All property policies shall name Landlord as “loss payee (i) payee” for its interests in each Facility. Property losses shall be payable to Landlord and/or Tenant as provided in Article XIV. In addition, the policies, as appropriate, shall name as an “additional insured” and/or “loss payee” each Permitted Leasehold Mortgagee and as an “additional insured” or “loss payee” the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any indebtedness or any other Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII Article XXXI (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Propertyendorsement. Except as otherwise set forth herein, Lessor and, in the case of any commercial general liability and/or umbrella liability property insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment settlement shall require the written consent of LessorLandlord, Tenant, Leasehold Mortgagee and each Facility Mortgagee whenever (to the extent required under the applicable Facility Mortgage Documents) unless the amount of the loss exceeds twenty percent (20%) net of the Facility’s Fair Market Valueapplicable deductible is less than Five Million Dollars ($5,000,000) in which event no consent shall be required. Evidence of insurance shall be deposited with Lessor Landlord and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of The insurance premiums policies required to be made with such Facility Mortgagee, carried by Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, hereunder shall insure against all the following risksrisks with respect to each Insured Location of a Facility:

General Insurance Requirements. During the Term, Tenant shall at all times keep each the Leased Property, and all property located in or on any the Leased Property, including Leasehold ImprovementsCapital Additions, the Fixtures and Tenant’s the Personal Property, insured with the kinds and amounts of insurance described below. Each element of insurance described in this Article shall be maintained with respect to the Leased Property of each Facility and the Personal Property and operations thereon. This insurance shall be written by companies authorized approved to do insurance conduct business in the State in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing . All liability type policies covering general liability and/or professional liability claims (or providing reinsurance coverage must name Landlord as an “additional insured.” All property policies shall name Landlord as “loss payee.” All business interruption policies shall name Landlord as “loss payee” with respect to such claims) need only Rent only. Losses shall be payable to have such authorizations to do insurance business Landlord and/or Tenant as are required by applicable lawprovided in Article XIV. All companies providing insurance required by In addition, the terms of this ARTICLE XIII (includingpolicies, without limitationas appropriate, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must shall name as an “additional insured” or “loss payee (i) payee” the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any indebtedness or any other Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII Article XXXI (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIVendorsement. Any loss adjustment shall require the written consent of LessorLandlord, Tenant, Leasehold Mortgagee and each Facility Mortgagee whenever unless the amount of the loss exceeds twenty percent is less than One Hundred Fifty Thousand Dollars (20%$150,000) of the Facility’s Fair Market Valuein which event no consent shall be required. Evidence of insurance shall be deposited with Lessor Landlord and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, shall insure against the following risksrisks with respect to each Facility:

General Insurance Requirements. During the TermTerm of this Lease, Tenant Lessee shall at all times keep each the Leased Property, and all property located in or on any the Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Personal Property, Property insured with the kinds and amounts of insurance required by the Ground Lease and as described below. This insurance shall be below and written by companies reasonably acceptable to Lessor authorized to do insurance business in the State state in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name Lessor together with any other parties required by the Ground Lease, as loss payee (i) an additional insured and losses shall be payable to Lessor and/or Lessee as provided in Article XIII. In addition, the policies shall name as an additional insured the holder (“Facility Mortgagee”) of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII Article XXXII (“Facility Mortgage”) ), if any, by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIVendorsement. Any loss adjustment in excess of $100,000.00 shall require the written consent of Lessor, Tenant, Leasehold Mortgagee and each affected Facility Mortgagee whenever and, if necessary or appropriate, the loss exceeds twenty percent (20%) of landlord under the Facility’s Fair Market ValueGround Lease. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage which constitutes a first lien on the Leased Property requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant Lessee shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each such Facility Mortgagee, Mortgagee or, pursuant to written direction by Lessor, Tenant Lessee shall make such deposits directly with such Facility Mortgagee. The policies on each the Leased Property, including the Leasehold Leased Improvements, and the Fixtures and Tenant’s the Personal Property, shall insure against the following risks:

General Insurance Requirements. During the Term, Tenant shall at all times keep each Leased Property, and all property located in or on any Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Personal Property, insured with the kinds and amounts of insurance described below. This insurance shall be written by companies authorized to do insurance business in the State in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market Value. Evidence above policies of insurance shall be deposited primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents shall apply in excess of, and not contribute with Lessor andContractor’s insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, if requestedits officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self- insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of all required insurance policies at any Superior Lessortime. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following “cancellation” notice: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, Leasehold Mortgagee THE ISSUING COMPANY SHALL MAIL THIRTY (30)-DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. [to be initialed] Agent’s Initials City, its respective elected and Facility Mortgagee(s)appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Contractor performs; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. If The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Contractor agrees that the requirement to provide insurance shall not be construed as limiting in any provision way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor’s activities or the activities of any Facility Mortgage requires deposits person or persons for which the Contractor is otherwise responsible nor shall it limit the Contractor’s indemnification liabilities as provided in Section 5.3. In the event the Contractor subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same policies of insurance premiums that the Contractor is required to be made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, maintain pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold ImprovementsSection 5.1, and Fixtures such certificates and Tenant’s Personal Property, endorsements shall insure against the following risks:be provided to City.

General Insurance Requirements. During the Term, Tenant Lessee shall at all times keep each the Leased Property, and all property located in or on any the Leased Property, including Leasehold ImprovementsCapital Additions, the Fixtures and Tenant’s the Personal Property, insured with the kinds and amounts of insurance described below. This insurance shall be written by companies authorized to do insurance business in the State in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing . All liability type policies covering general liability and/or professional liability claims (or providing reinsurance coverage must name Lessor as an "additional insured." All property policies shall name Lessor as "loss payee. " All business interruption policies shall name Lessor as "loss payee" with respect to such claims) need only Rent only. Losses shall be payable to have such authorizations to do insurance business Lessor and/or Lessee as are required by applicable lawprovided in Article XIV. All companies providing insurance required by In addition, the terms of this ARTICLE XIII (includingpolicies, without limitationas appropriate, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must shall name as an "additional insured" or "loss payee (i) payee" the holder of any mortgage, deed of trust or other security agreement (“"Facility Mortgagee”") securing any indebtedness or any other Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII Article XXXVI (“"Facility Mortgage”") by way of a standard form of mortgagee’s 's loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIVendorsement. Any loss adjustment shall require the written consent of Lessor, TenantLessee, Leasehold Mortgagee and each Facility Mortgagee whenever unless the amount of the loss exceeds twenty percent (20%) of the Facility’s Fair Market Valueis less than $10,000 in which event no consent shall be required. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant Lessee shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant Lessee shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, shall insure against the following risks:

General Insurance Requirements. During the Term, Tenant shall at all times keep each the Leased Property, and all property located in or on any the Leased Property, including Leasehold Capital Improvements, the Fixtures and Tenant’s Personal Property, insured with the kinds and amounts of insurance described below. This Each element of insurance described in this Article XIII shall be maintained with respect to the Leased Property of each Facility and Tenant’s Property and operations thereon. Such insurance shall be written by companies authorized permitted to do insurance conduct business in the State applicable State. All third party liability type policies must name Landlord as an “additional insured.” All property policies shall name Landlord as “loss payee” For its interests in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing each Facility. All business interruption policies covering general liability and/or professional liability claims (or providing reinsurance coverage shall name Landlord as “loss payee” with respect to such claims) need only Rent only. Property losses shall be payable to have such authorizations to do insurance business Landlord and/or Tenant as are required by applicable lawprovided in Article XIV. All companies providing insurance required by In addition, the terms of this ARTICLE XIII (includingpolicies, without limitationas appropriate, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must shall name as an “additional insured” and/or “loss payee (i) payee” each Permitted Leasehold Mortgagee and as an “additional insured” or “loss payee” the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any indebtedness or any other Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII Article XXXI (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Propertyendorsement. Except as otherwise set forth herein, Lessor and, in the case of any commercial general liability and/or umbrella liability property insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment settlement shall require the written consent of LessorLandlord, Tenant, Leasehold Mortgagee and each Facility Mortgagee whenever (to the extent required under the applicable Facility Mortgage Documents) unless the amount of the loss exceeds twenty percent (20%) net of the Facility’s Fair Market Valueapplicable deductible is less than Five Million Dollars ($5,000,000) in which event no consent shall be required. Evidence of insurance shall be deposited with Lessor Landlord and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of The insurance premiums policies required to be made with such Facility Mortgagee, carried by Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, hereunder shall insure against all the following risksrisks with respect to each Facility:

General Insurance Requirements. During the Term, Tenant Lessee shall at all times keep each the Leased PropertyProperties, and all property located in or on any Leased Property, including Leasehold Improvements, Fixtures Lessor's Personal Property and Tenant’s Lessee's Personal Property, insured with the kinds and amounts of insurance described below. This Except as otherwise provided in this Article XIII, (a) this insurance shall be written by companies authorized to do insurance business in the State in which and , (b) all such policies provided and maintained during the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required Term shall be written by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have having a rating at least as high as classification of not less than "A-" and a financial size category of "Class X," according to the rating required by any applicable Facility Mortgageethen most recent issue of Best's Key Rating Guide. The policies (other than Workers' Compensation policies) must name Lessor as loss payee (i) an additional insured. Losses shall be payable to Lessor or Lessee as provided in Article XIV. In addition, the policies shall name as an additional insured, the holder of any mortgage, mortgage deed of trust or other security agreement on the Leased Properties (“"Facility Mortgagee”") securing any Assumed Indebtedness and any other Encumbrance placed on the applicable Leased Property Properties in accordance with the provisions of ARTICLE XXXVIII Article XXXIV (“"Facility Mortgage”) "), as its interest may appear, by way of a standard form of mortgagee’s 's loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in use in the case of State and in accordance with any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) such other requirements as additional insureds. Losses shall may be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIVestablished by the Facility Mortgagee. Any loss adjustment in the excess of the Self-Administered Amount shall require the written consent of Lessor, TenantLessee, Leasehold Mortgagee and the Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market ValueMortgagee, which consent shall not be unreasonably withheld by either Lessor or Lessee. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and the Facility Mortgagee(s). If any provision of any a Facility Mortgage requires deposits of premiums for insurance premiums to be made with such the Facility Mortgagee, Tenant Lessee shall either pay to Lessor monthly the amounts so required and Lessor shall transfer such amounts to each the Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant Lessee shall make such deposits directly with such Facility Mortgagee. Upon Lessee's request, Lessor shall provide Lessee with evidence of its transfer of such amounts. The policies on each the Leased PropertyProperties, including the Leasehold Leased Improvements, and Fixtures and Tenant’s Lessor's Personal Property, and on Lessee's Personal Property, shall insure against the following risks:

General Insurance Requirements. During All coverages described in this Exhibit E --------- shall be endorsed to (i) provide Landlord with thirty (30) days' notice of cancellation or change in terms; (ii) waive all rights of subrogation by the Terminsurance carrier against Landlord; and (iii) be primary and non- contributing with Landlord's insurance. If at any time during the Term the amount or coverage of insurance which Tenant is required to carry under this Exhibit E is, Tenant shall at all times keep each Leased Propertyin Landlord's reasonable judgment, and all property materially less than --------- the amount or type of insurance coverage typically carried by owners or tenants of properties located in the general area in which the Premises are located which are similar to and operated for similar purposes as the Premises or on any Leased Propertyif Tenant's use of the Premises should change with or without Landlord's consent, including Leasehold Improvements, Fixtures and Tenant’s Personal Property, insured with Landlord shall have the kinds and amounts right to require Tenant to increase the amount or change the types of insurance described below. This coverage required under this EXHIBIT E. All insurance policies required to be carried by --------- Tenant under this Lease shall be written by companies Tenant initials___Landlord initials___ rated AVII or better in "Best's Insurance Guide" and authorized to do insurance business in the State in which of California. Deductible amounts under all insurance policies required to be carried by Tenant under this Lease shall not exceed $10,000 per occurrence. Tenant shall deliver to Landlord on or before the applicable Leased Property is locatedTerm Commencement Date, providedand thereafter at least thirty (30) days before the expiration dates of the expired policies, howevercertified copies of Tenant's insurance policies, that or a certificate evidencing the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required same issued by the terms of this ARTICLE XIII (includinginsurer thereunder, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market Value. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant shall either pay fail to Lessor monthly procure such insurance, or to deliver such policies or certificates, Landlord may, at Landlord's option and in addition to Landlord's other remedies in the amounts required and Lessor shall transfer such amounts to each Facility Mortgageeevent of a default by Tenant under the Lease, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including procure the Leasehold Improvementssame for the account of Tenant, and Fixtures and Tenant’s Personal Property, the cost thereof (with interest thereon at the Default Rate) shall insure against the following risks:be paid to Landlord as Additional Rent. [END OF TENANT'S INSURANCE - EXHIBIT E] Tenant initials___Landlord initials___

General Insurance Requirements. During the Term, All coverages described in this Exhibit B shall be endorsed to (i) provide Landlord with thirty (30) days' notice of cancellation or change in terms; and (ii) be primary and non-contributing with Landlord's insurance. The property insurance coverage required of Tenant shall be endorsed to waive all rights of subrogation by the insurance carrier against Landlord or shall otherwise state that the carrier shall be so bound by Tenant's waiver of the carrier's right of subrogation. If at all times keep each Leased Propertyany time during the Term the amount or coverage of insurance which Tenant is required to carry under this Exhibit B is, and all property in Landlord's reasonable judgment, materially less than the amount or type of insurance coverage typically carried by owners or tenants of properties located in the general area in which the Premises are located which are similar to and operated for similar purposes as the Premises or on any Leased Propertyif Tenant's use of the Premises should change with or without Landlord's consent, including Leasehold Improvements, Fixtures and Tenant’s Personal Property, insured with Landlord shall have the kinds and amounts right to require Tenant to increase the amount or change the types of insurance described below. This coverage required under this Exhibit B. All insurance policies required to be carried by Tenant under this Lease shall be written by companies rated AX or better in "Best's Insurance Guide" and authorized to do insurance business in the State in which of Nevada. Deductible amounts under all insurance policies required to be carried by Tenant under this Lease shall not exceed $10,000 per occurrence. Tenant shall deliver to Landlord on or before the applicable Leased Property is locatedTerm Commencement Date, providedand thereafter at least thirty (30) days before the expiration dates of the expired policies, howevercertified copies of Tenant's insurance policies, that or a certificate evidencing the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required same issued by the terms of this ARTICLE XIII (includinginsurer thereunder, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market Value. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant shall either pay fail to Lessor monthly procure such insurance, or to deliver such policies or certificates, Landlord may, at Landlord's option and in addition to Landlord's other remedies in the amounts required and Lessor shall transfer such amounts to each Facility Mortgageeevent of a default by Tenant under the Lease, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including procure the Leasehold Improvementssame for the account of Tenant, and Fixtures and Tenant’s Personal Property, the cost thereof (with interest thereon at the Default Rate) shall insure against the following risks:be paid to Landlord as Additional Rent.

General Insurance Requirements. During the Termterm of this Lease, Tenant Lessee shall at all times keep each the Leased Property, and all property located in or on any the Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Personal Propertyall personal property, insured with the kinds and amounts of insurance described below. This insurance shall be written by companies authorized to do insurance business in the State in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name Lessor as loss payee (i) an additional insured. Losses shall be payable to Lessor and/or Lessee as provided in Article XIV. In addition, the policies shall name as an additional insured the holder of any mortgage, deed of trust or other security agreement (“"Facility Mortgagee”") securing any indebtedness or any other Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII Article XXXVI (“"Facility Mortgage”") by way of a standard form of mortgagee’s 's loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIVendorsement. Any loss adjustment shall require the written consent of Lessor, TenantLessee, Leasehold Mortgagee and each Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market ValueMortgagee. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant Lessee shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant Lessee shall make such deposits directly with such Facility Mortgagee. The policies on each the Leased Property, including the Leasehold Leased Improvements, and Fixtures and Tenant’s Personal Property, shall insure against the following risks:

General Insurance Requirements. During the Term, Tenant Lessee shall at all times keep each the Leased Property, and all property located in or on any the Leased Property, including Leasehold Improvementsall Capital Additions, the Fixtures and Tenant’s the Personal Property, insured with the kinds and amounts of insurance described below. Each element of the insurance described in this Article shall be maintained with respect to the Leased Property of each Facility and the Personal Property and operations thereon. This insurance shall be written by companies authorized to do insurance business in the State in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The liability type policies must name Lessor as an "additional insured." All property, loss payee (i) of rental and business interruption type policies shall name Lessor as "loss payee." Losses shall be payable to Lessor and/or Lessee as provided in Article XIV. In addition, the policies, as appropriate, shall name as an "additional insured" or "loss payee" the holder of any mortgage, deed of trust or other security agreement (“"Facility Mortgagee”") securing any indebtedness or any other Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII Article XXXVI (“"Facility Mortgage”") by way of a standard form of mortgagee’s 's loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIVendorsement. Any loss adjustment shall require the written consent of Lessor, TenantLessee, Leasehold Mortgagee and each Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market ValueMortgagee. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant Lessee shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant Lessee shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, shall insure against the following risksrisks with respect to each Facility:

General Insurance Requirements. During Each policy required hereunder shall contain a covenant that should such policies be cancelled, assigned or materially changed during the Termpolicy period, Tenant shall the insurer will mail a notice thereof to Landlord, each Mortgagee and any other parties required by any Permitted Exception to receive such notice, at all times keep each Leased Property, and all property located least thirty (30) days in or on any Leased Property, including Leasehold Improvements, Fixtures and Tenantadvance. All insurance policies (except for Worker’s Personal Property, insured with the kinds and amounts of insurance described below. This insurance Compensation) required to be maintained under this Lease shall be written procured from insurance companies rated at (A-/IX) or better by companies authorized the then current edition of Best’s Insurance Reports published by A.M. Best Co. and licensed to do insurance business in the State of Minnesota. Upon Landlord’s written request, Tenant shall furnish to Landlord the policies or certificates of insurance showing the insurance referred to in this Section 10 to be in full force and effect. Certificates of insurance evidencing the existence and amounts of such insurance, shall be delivered to Landlord by Tenant prior to Tenant’s occupancy of any portion of the Leased Premises. No such policy shall be cancelable except after thirty (30) days written notice to Landlord. Tenant shall, prior to the expiration of any such policy, furnish Landlord, each Mortgagee and any third party required under any Permitted Exception to receive notices of insurance, with renewals or “binders” thereof together with evidence of the payment of premiums therefor, or Landlord may order such insurance and charge the cost thereof to Tenant, which amount shall be paid by Tenant upon demand. The insurance, as to the applicable Leased Property is locatedinterest of any Mortgagee therein, provided, however, that the insurers shall not be invalidated by any act or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms neglect of this ARTICLE XIII (including, without limitationLandlord, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market Value. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant or any other occupant, owner or party with an interest in the Leased Premises, nor by any foreclosure or any other proceedings or notices thereof relating to the Leased Premises, nor by any change in the title or ownership of the Leased Premises nor by occupancy of the Leased Premises for purposes more hazardous than are permitted by such policy. It shall either pay be the responsibility of Tenant not to Lessor monthly violate nor knowingly permit to be violated any condition of the amounts policies required and Lessor under this Lease. Neither the issuance of any such insurance policy nor the minimum limits specified in this Section 10 shall transfer such amounts be deemed to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and limit or restrict in any way Tenant’s Personal Property, shall insure against the following risks:liability arising under or out of this Lease.

General Insurance Requirements. During the Term, subject to Section 11.2(a), Tenant shall at all times keep each Leased Propertythe Demised Premises, and all property located in therein or on any Leased Propertythereon, including Leasehold the Leased Improvements, Fixtures and Tenant’s Personal Property, insured with the kinds and amounts of insurance described below, and otherwise as permitted in the Insurance Requirements. This Each element of insurance described in this Section 11.1 shall be maintained with respect to the Demised Premises and Tenant’s Property and the operations of each Store thereon. Such insurance shall be written by companies authorized permitted to do insurance conduct business in the State applicable State. All third‑party liability type policies must name Landlord as an “additional insured.” All property policies shall name Landlord as “loss payee” for its interests in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing each Property. All business interruption policies covering general liability and/or professional liability claims (or providing reinsurance coverage shall name Landlord as “loss payee” with respect to such claims) need only Rent only. Property losses shall be payable to have such authorizations to do insurance business Landlord and/or Tenant as are required by applicable lawprovided in Article XIV. All companies providing insurance required by In addition, the terms of this ARTICLE XIII (includingpolicies, without limitationas appropriate, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must shall name as an “additional insured” and/or “loss payee (i) the payee,” each holder of any mortgage, deed of trust or other security agreement (“Facility Landlord Mortgagee” and the outstanding principal owed to such Landlord Mortgagee, the “Landlord Mortgagee Indebtedness”) securing any Indebtedness or any other Encumbrance placed on the applicable Leased Property Demised Premises in accordance with the provisions of ARTICLE XXXVIII Article XIV (“Facility Landlord Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Propertyendorsement. Except as otherwise set forth herein, Lessor and, in the case of any commercial general liability and/or umbrella liability property insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment settlement shall require the written consent of LessorLandlord, TenantTenant and each Landlord Mortgagee (to the extent required under the applicable Landlord Mortgage Documents), Leasehold Mortgagee and Facility Mortgagee whenever unless the amount of the loss exceeds twenty net of the applicable deductible is less than the lesser of twenty‑five percent (2025%) of the Facility’s Fair Market Valuevalue of the Leased Improvements or five hundred thousand dollars ($500,000), in which event no consent shall be required by Landlord. Evidence of insurance shall be deposited with Lessor Landlord and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Landlord Mortgagee. The insurance policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, required to be carried by Tenant hereunder shall insure against at least the following risksrisks with respect to each Property:

General Insurance Requirements. During the TermTerm of this Lease, Tenant Lessee, at its sole cost and expense, shall at all times keep each the Leased Property, and all property located in or on any Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Personal Property, Property insured with the kinds and amounts of insurance described below. This insurance shall be written by reputable companies authorized to do insurance business in the State in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business of West Virginia rating as are required measured by applicable law. All companies providing insurance required by the terms Best’s Key Rating Insurance Guide of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgageenot less than “A-”. The policies must name Lessor as loss payee (i) an additional insured. Losses shall be payable to Lessor and Lessee as provided in Article XII. In addition, the policies shall name as an additional insured the holder of any mortgage, charge, deed of trust or other security agreement or encumbrance on the Leased Property or Lessor’s interest therein as to which Lessee has been given written notice identifying such holder and the nature of its interest (all of the aforesaid being referred to as a “Facility Mortgage” and the holder thereof being referred to as a “Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable clause. If available, each of the insurance policies required of Lessee hereunder shall contain an agreement, by endorsement on the policy or by independent instrument furnished to Lessor, that the insurer will endeavor to give to Lessor (iiand to any Facility Mortgagee, if required by the same) if no such Facility Mortgage encumbers at least thirty (30) days written notice before the applicable Leased Property, Lessor and, policy or policies in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses question shall be payable materially altered, allowed to Lessor and/or Superior Mortgagee expire or canceled. In the event any insurance company becomes bankrupt or is placed in receivership, such event shall not relieve Lessee of its liability to provide insurance as provided in ARTICLE XIV. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market Valuerequired hereunder. Evidence of insurance shall be deposited with Lessor and, if requestedrequested of Lessee in writing, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each the Leased Property, including the Leasehold Leased Improvements, and Fixtures and Tenant’s Personal Property, shall insure against the following risks:

General Insurance Requirements. During the Term, Tenant Lessee shall at all times keep each the Leased Property, and all property located in or on any the Leased Property, including Leasehold Improvementsall Capital Additions, the Fixtures and Tenant’s the Personal Property, insured with the kinds and amounts of insurance described below. Each element of the insurance described in this Article shall be maintained with respect to the Leased Property of the Facility, including the Capital Additions, Fixtures, Personal Property and operations thereon. This insurance shall be written by companies authorized to do insurance business in the State in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The liability type policies must name Lessor as an “additional insured” and shall be considered primary insurance without recourse to any insurance maintained by Lessor. All property, loss payee (i) of rental and business interruption type policies shall name Lessor as “loss payee.” Losses shall be payable to Lessor and/or Lessee as provided in Article XIV. In addition, the holder of policies, as appropriate, shall name as an “additional insured” or “loss payee” any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) Mortgagee by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIVendorsement. Any loss adjustment shall require the written consent of Lessor, TenantLessee, Leasehold Mortgagee and each Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market ValueMortgagee. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant Lessee shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant Lessee shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, shall insure against the following risksrisks with respect to the Facility:

General Insurance Requirements. During the Term, Tenant Lessee shall at all times keep each the Leased Property, and all property located in or on any the Leased Property, including Leasehold Improvementsall Capital Additions, the Fixtures and Tenant’s the Personal Property, insured with the kinds and amounts of insurance described below. Each element of the insurance described in this Article shall be maintained with respect to the Leased Property of each Facility, including the Capital Additions, Fixtures, Personal Property and operations thereon. This insurance shall be written by companies authorized to do insurance business in the State in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The liability type policies must name Lessor as an “additional insured” and shall be considered primary insurance without recourse to any insurance maintained by Lessor. All property, loss payee (i) of rental and business interruption type policies shall name Lessor as “loss payee.” Losses shall be payable to Lessor and/or Lessee as provided in Article XIV. In addition, the holder of policies, as appropriate, shall name as an “additional insured” or “loss payee” any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) Mortgagee by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIVendorsement. Any loss adjustment shall require the written consent of Lessor, TenantLessee, Leasehold Mortgagee and each Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market ValueMortgagee. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant Lessee shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant Lessee shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, shall insure against the following risksrisks with respect to each Facility:

General Insurance Requirements. During the Term, Tenant shall at all times keep each the Leased Property, and all property located in or on any the Leased Property, including Leasehold Capital Improvements, the Fixtures and Tenant’s Personal Property, insured with the kinds and amounts of insurance described below. This Each element of insurance described in this Article XIII shall be maintained with respect to the Leased Property and Tenant’s Property and operations thereon. Such insurance shall be written by companies authorized permitted to do insurance conduct business in the State State. All third party liability type policies must name Landlord as an “additional insured.” All property policies shall name Landlord as “loss payee” for its interests in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing Property. All business interruption policies covering general liability and/or professional liability claims (or providing reinsurance coverage shall name Landlord as “loss payee” with respect to such claims) need only Rent only. Property losses shall be payable to have such authorizations to do insurance business Landlord and/or Tenant as are required by applicable lawprovided in Article XIV. All companies providing insurance required by In addition, the terms of this ARTICLE XIII (includingpolicies, without limitationas appropriate, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must shall name as an “additional insured” and/or “loss payee (i) payee” each Permitted Leasehold Mortgagee and as an “additional insured” or “loss payee” the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any indebtedness or any other Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII Article XXXI (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Propertyendorsement. Except as otherwise set forth herein, Lessor and, in the case of any commercial general liability and/or umbrella liability property insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment settlement shall require the written consent of LessorLandlord, Tenant, Leasehold Mortgagee and each Facility Mortgagee whenever (to the extent required under the applicable Facility Mortgage Documents) unless the amount of the loss exceeds twenty percent (20%) net of the Facility’s Fair Market Valueapplicable deductible is less than Five Million Dollars ($5,000,000) in which event no consent shall be required. Evidence of insurance shall be deposited with Lessor Landlord and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of The insurance premiums policies required to be made with such Facility Mortgagee, carried by Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, hereunder shall insure against all the following risks:

General Insurance Requirements. During the TermTerm of this Lease, Tenant Lessees shall at all times keep each the Leased Property, and all property located in or on any the Leased Property, including Leasehold Improvements, Fixtures Lessor's Personal Property and Tenant’s Lessees' Personal Property, insured with the kinds and amounts of insurance described below. This insurance shall be written for each Facility by companies authorized to do insurance business in the State state in which the applicable Leased Property such Facility is located. Unless otherwise agreed by Lessor and Lessees, all such policies provided and maintained during the Term of this Lease shall be written by companies having a rating classification of not less than A- and a financial size category of Class VII or above provided, however, that Lessor consents to the insurers or reinsurers issuing current insurance policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required maintained by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility MortgageeLessees. The policies must name Lessor as loss payee (i) an additional insured. Losses shall be payable to Lessor or Lessees as provided in Article XIV. In addition, the policies shall name as an additional insured the holder of any mortgage, mortgage deed of trust or other security agreement (“"Facility Mortgagee”") securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII by Lessor (“"Facility Mortgage”") by way of a standard form of mortgagee’s 's loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in use in the case of State and in accordance with any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and such other requirements as may be established by any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIVFacility Mortgagee. Any loss adjustment shall require the written consent of Lessor, TenantLessees and each Facility Mortgagee, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market Valuewhich consent shall not be unreasonably withheld by either Lessor or Lessees. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s)Mortgagee. If any provision of any Facility Mortgage requires deposits of premiums for insurance premiums to be made with such Facility Mortgagee, Tenant Lessees of the encumbered Facilities shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant such Lessees shall make such deposits directly with such Facility Mortgagee. The policies on each the Leased Property, including the Leasehold Leased Improvements, Fixtures, Lessor's Personal Property and Fixtures and Tenant’s Lessees' Personal Property, Property shall insure against the following risks:

General Insurance Requirements. During the Term, Tenant shall at all times keep each Leased Property, and all property located in or on any Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Personal Property, insured with the kinds and amounts of insurance described below. This insurance shall be written by companies authorized to do insurance business in the State in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market Value. Evidence above policies of insurance shall be deposited primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents shall apply in excess of, and not contribute with Lessor andContractor’s insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, if requestedits officers, employees and agents and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of all required insurance policies at any Superior Lessortime. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following “cancellation” notice: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, Leasehold Mortgagee THE ISSUING COMPANY SHALL MAIL THIRTY (30)-DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. [to be initialed] ______________ Contractor Initials City, its respective elected and Facility Mortgagee(s)appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Contractor performs; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. If The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Contractor agrees that the requirement to provide insurance shall not be construed as limiting in any provision way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor’s activities or the activities of any Facility Mortgage requires deposits person or persons for which the Contractor is otherwise responsible nor shall it limit the Contractor’s indemnification liabilities as provided in Section 5.3. In the event the Contractor subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same policies of insurance premiums that the Contractor is required to be made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, maintain pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold ImprovementsSection 5.1, and Fixtures such certificates and Tenant’s Personal Property, endorsements shall insure against the following risks:be provided to City.

General Insurance Requirements. During the Term, Tenant shall at all times keep each Leased Property, and all property located All insurance provided for in or on any Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Personal Property, insured with the kinds and amounts of insurance described below. This insurance this Lease shall be written maintained under valid and enforceable policies issued by companies authorized insurers of recognized responsibility, approved to do insurance business in the State in which the applicable Leased Property Facility is locatedlocated having a general policyholders rating of not less than "A-" and a financial rating of not less than "VIII" in the then most current Best's Insurance Report. Any and all policies of insurance required under this Lease shall name the Landlord as an additional insured and shall be on an "occurrence" basis, or on a "claims-made" basis upon Landlord's prior written consent, which consent shall not be unreasonably withheld at such times as the applicable insurance is not available on an "occurrence" bases at commercially reasonable rates, as reasonably determined by Landlord; provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) the holder proceeds of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses business interruption policy shall be payable to Lessor and/or Superior Mortgagee Tenant without relieving Tenant in any way of its obligation to pay rent under this Lease. In addition, Landlord shall be shown as provided in ARTICLE XIV. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) payable beneficiary under the casualty insurance policy maintained by Tenant pursuant to Section 4.2. All policies of insurance required herein may be in the form of "blanket" or "umbrella" type policies which shall name the Landlord and Tenant as their interests may appear and allocate to each Facility the full amount of insurance required hereunder. Original policies or satisfactory certificates from the insurers evidencing the existence of all policies of insurance required by this Lease and showing the interest of the Facility’s Fair Market ValueLandlord shall be filed with the Landlord prior to the commencement of the Term and shall provide that the subject policy may not be canceled except upon not less than ten (10) days prior written notice to Landlord. Evidence If Landlord is provided with a certificate, upon Landlord's request Tenant shall provide Landlord with a complete copy of the insurance policy evidenced by such certificate within thirty (30) days of the commencement of the Term. Originals of the renewal policies or certificates therefor from the insurers evidencing the existence thereof shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s)Landlord upon renewal of the applicable policies. If Landlord is provided with a certificate for a renewal policy, upon Landlord's request Tenant shall deliver a copy of the complete renewal policy to Landlord within thirty (30) days of the expiration of the replaced policy. Any claims under any provision of any Facility Mortgage requires deposits policies of insurance premiums described in this Lease shall be adjudicated by and at the expense of the Tenant or of its insurance carrier, but shall be subject to be made with such Facility Mortgagee, joint control of Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, shall insure against the following risks:Landlord.

General Insurance Requirements. During the Term, All policies required to be carried by Tenant shall at all times keep each Leased Property, and all property located in or on any Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Personal Property's contractors, insured with the kinds subcontractors and amounts of movers hereunder must be issued by and binding upon an insurance described below. This insurance shall be written by companies company licensed or authorized to do insurance business in the State state in which the applicable Leased property is located with an A.M. Best’s Rating of at least "A-" "VIII" or better, unless otherwise acceptable to Landlord. Tenant will not do or permit anything to be done that would invalidate the insurance policies required. General liability insurance maintained by Tenant and Tenant's contractors, subcontractors and movers will be primary coverage without right of contribution by any similar insurance that may be maintained by Landlord. Certificates of insurance, reasonably acceptable to Landlord, evidencing the existence and amount of each liability insurance policy required hereunder and Evidence of Property is locatedInsurance Form, providedXxxxx 28, howeverevidencing property insurance as required, will be delivered to Landlord prior to delivery or possession of the Premises and prior to each renewal date. Liability policies (except employers’ liability) will each include an endorsement naming the Required Additional Insureds such additional insured status. The Evidence of Property Insurance Form will name Landlord as loss payee for property insurance as respects Landlord's interest in improvements and betterments. Further, Tenant must endeavor to obtain certificates which indicate that insurers will endeavor to provide at least 30 days' prior notice to Landlord and Landlord's managing agent prior to any cancellation of coverage. If Tenant fails to provide evidence of insurance required to be provided by Tenant hereunder, prior to commencement of the insurers or reinsurers issuing policies covering general liability and/or professional liability claims term and thereafter during the term, within 10 days following Landlord's request thereof, and prior to the expiration date of any such coverage, Landlord will be authorized (or providing reinsurance but not required) to procure such coverage in the amount stated with respect all costs thereof to such claims) need only be chargeable to have such authorizations to do insurance business as are required by applicable lawTenant and payable upon written invoice thereof. All companies providing The limits of insurance required by this lease, or as carried by Tenant, will not limit the terms liability of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) the holder Tenant or relieve Tenant of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIVobligation thereunder. Any loss adjustment shall require deductibles selected by Tenant will be the written consent sole responsibility of LessorTenant. Landlord may, Tenantat its sole discretion, Leasehold Mortgagee change the insurance policy limits and Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market Value. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums forms which are required to be provided by Tenant; such changes will be made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts conform to reasonable insurance requirements for similar properties in similar geographic locations. Landlord will not change required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgageeinsurance limits or forms more often than once per calendar year. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, shall insure against the following risks:C.

General Insurance Requirements. During the Term, Tenant shall at all times keep each Leased Property, and all property located in or on any Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Personal Property, insured with the kinds and amounts of The insurance described below. This insurance required under this Article shall be written affected by valid and enforceable policies issued by insurance companies authorized with a Best’s rating of A or higher licensed to do insurance business in the State of New York and approved in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing writing by Landlord. Any and all policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing of insurance required by under this Lease shall name the terms of this ARTICLE XIII (includingLandlord as an additional insured and shall be on an “occurrence” basis and, without limitation, any Captive Insurance Company) must have a rating at least as high as to the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) extent that the holder of any mortgagemortgage will require such insurance coverage, deed such policies will also name such mortgagee, as its interests may appear. In addition, Landlord shall be shown as the loss payable beneficiary under the casualty insurance policy maintained by Tenant pursuant to Section 11.2. All policies of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on insurance required herein may be in the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement “blanket” or (ii) if no such Facility Mortgage encumbers “umbrella” type policies which shall name the applicable Leased Property, Lessor and, in Landlord and Tenant as their interests may appear and allocate to the case Demised Premises the full amount of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor required hereunder. Original policies or Accord form certificates from the insurers evidencing the existence of all policies of insurance required by this Lease and any Superior Mortgagee(s) as additional insureds. Losses showing the interest of the Landlord shall be payable provided to Lessor and/or Superior Mortgagee as Landlord prior to the Commencement Date and shall provide that the subject policy may not be canceled except upon not less than thirty (30) days’ prior written notice to Landlord. If Landlord is provided in ARTICLE XIVwith a certificate, upon Landlord's written request Tenant shall provide Landlord with a complete copy of the insurance policy evidenced by such certificate within thirty (30) days of the Commencement Date. Originals of the renewal policies or certificates therefore from the insurers evidencing the existence thereof shall be provided to Landlord upon Landlord’s written request not less than ten (10) days prior to the expiration dates of the policies. If Landlord is provided with a certificate for a renewal policy, upon Landlord's written request Tenant shall deliver a copy of the complete renewal policy to Landlord within thirty (30) days of the expiration of the replaced policy. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market Value. Evidence claims under any policies of insurance described in this Lease shall be deposited with Lessor andadjudicated by and at the expense of Tenant or of its insurance carrier, if requested, with any Superior Lessor, Leasehold Mortgagee but shall be subject to joint control of Tenant and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, shall insure against the following risks:Landlord.

General Insurance Requirements. During All coverages described in this Exhibit D shall be endorsed to (i) provide Landlord with thirty (30) days' notice of cancellation or change in terms; (it) waive all rights of subrogation by the Terminsurance carrier against Landlord; and (iii) be primary and non-contributing with Landlord's insurance. If at any time during the Term the amount or coverage of insurance which Tenant is required to carry under this Exhibit D is, Tenant shall at all times keep each Leased Propertyin Landlord's reasonable judgment, and all property materially less than the amount or type of insurance coverage typically carried by owners or tenants of properties located in the general area in which the Premises are located which are similar to and operated for similar purposes as the Premises or on any Leased Propertyif Tenant's use of the Premises should change with or without Landlord's consent, including Leasehold Improvements, Fixtures and Tenant’s Personal Property, insured with Landlord shall have the kinds and amounts fight to require Tenant to increase the amount or change the types of insurance described below. This coverage required under this Exhibit D. All insurance policies required to be carried by Tenant under this Lease shall be written by companies rated AVII or better in "Best's Insurance Guide" and authorized to do insurance business in the State in which of California. Deductible amounts under all insurance policies required to be carried by Tenant under this Lease shall not exceed $10,000 per occurrence. Tenant shall deliver to Landlord on or before the applicable Leased Property is locatedTerm Commencement Date, providedand thereafter at least thirty (30) days before the expiration dates of the expired policies, howevercertified copies of Tenant's insurance policies, that or a certificate evidencing the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required same issued by the terms of this ARTICLE XIII (includinginsurer thereunder, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market Value. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant shall either pay fail to Lessor monthly procure such insurance, or to deliver such policies or certificates, Landlord may, at Landlord's option and in addition to Landlord's other remedies in the amounts required and Lessor shall transfer such amounts to each Facility Mortgageeevent of a default by Tenant under the Lease, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including procure the Leasehold Improvementssame for the account of Tenant, and Fixtures the cost thereof(with interest thereon at the Default Rate) shall be paid to Landlord as Additional Rent. EXHIBIT E Parking Rules and Tenant’s Personal Property, shall insure against the following risks:Regulations ZAPME! Corporation

General Insurance Requirements. During the Term, All coverages described in this Exhibit B shall be endorsed to (i) provide Landlord with thirty (30) days' notice of cancellation or change in terms; and (ii) be primary and non-contributing with Landlord's insurance. The property insurance coverage required of Tenant shall be endorsed to waive all rights of subrogation by the insurance carrier against Landlord or shall otherwise state that the carrier shall be so bound by Tenant's waiver of the carrier's right of subrogation. If at all times keep each Leased Propertyany time during the Term the amount or coverage of insurance which Tenant is required to carry under this Exhibit B is, and all property in Landlord's reasonable judgment, materially less than the amount or type of insurance coverage typically carried by owners or tenants of properties located in the general area in which the Premises are located which are similar to and operated for similar purposes as the Premises or on any Leased Propertyif Tenant's use of the Premises should change with or without Landlord's consent, including Leasehold Improvements, Fixtures and Tenant’s Personal Property, insured with Landlord shall have the kinds and amounts right o require Tenant to increase the amount or change the types of insurance described below. This coverage required under this Exhibit B. All insurance policies required to be carried by Tenant under this Lease shall be written by companies rated A-X or better in "Best's Insurance Guide" and authorized to do insurance business in the State in which of Nevada. Deductible amounts under all insurance policies required to be carried by Tenant under this Lease shall not exceed $10,000 per occurrence. Tenant shall deliver to Landlord on or before the applicable Leased Property is locatedTerm Commencement Date, providedand thereafter at least thirty (30) days before the expiration dates of the expired policies, howevercertified copies of Tenant's insurance policies, that or a certificate evidencing the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required same issued by the terms of this ARTICLE XIII (includinginsurer thereunder, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market Value. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant shall either pay fail to Lessor monthly procure such insurance, or to deliver such policies or certificates, Landlord may, at Landlord's option and in addition to Landlord's other remedies in the amounts required and Lessor shall transfer such amounts to each Facility Mortgageeevent of a default by Tenant under the Lease, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including procure the Leasehold Improvementssame for the account of Tenant, and Fixtures and Tenant’s Personal Property, the cost thereof (with interest theron at the Default Rate) shall insure against the following risks:be paid to Landlord as Additional Rent.

General Insurance Requirements. During the Term, All coverages described in this Exhibit B shall be endorsed to (i) name Landlord as an additional insured and Tenant shall not allow such insurance to lapse, be terminated or altered without thirty (30) days’ prior written notice to the Landlord; and (ii) be primary and non-contributing with Landlord’s insurance. The property insurance coverage required of Tenant shall be endorsed to waive all rights of subrogation by the insurance carrier against Landlord or shall otherwise state that the carrier shall be so bound by Tenant’s waiver of the carrier’s right of subrogation. If at all times keep each Leased Propertyany time during the Term the amount or coverage of insurance which Tenant is required to carry under this Exhibit B is, and all property in Landlord’s reasonable judgment, materially less than the amount or type of insurance coverage typically carried by owners or tenants of properties located in the general area in which the Premises are located which are similar to and operated for similar purposes as the Premises or on any Leased Property, including Leasehold Improvements, Fixtures and if Tenant’s Personal Propertyuse of the Premises should change with or without Landlord’s consent, insured with Landlord shall have the kinds and amounts right to require Tenant to increase the amount or change the types of insurance described below. This coverage required under this Exhibit B. All insurance policies required to be carried by Tenant under this Lease shall be written by companies rated AX or better in “Best’s Insurance Guide” and authorized to do insurance business in the State in which of Nevada. Deductible amounts under all insurance policies required to be carried by Tenant under this Lease shall not exceed $10,000 per occurrence. Tenant shall deliver to Landlord on or before the applicable Leased Property is locatedTerm Commencement Date, providedand thereafter at least thirty (30) days before the expiration dates of the expired policies, howevercertified copies of Tenant’s insurance policies, that or a certificate evidencing the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required same issued by the terms of this ARTICLE XIII (includinginsurer thereunder, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market Value. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant shall either pay fail to Lessor monthly procure such insurance, or to deliver such policies or certificates, Landlord may, at Landlord’s option and in addition to Landlord’s other remedies in the amounts required and Lessor shall transfer such amounts to each Facility Mortgageeevent of a default by Tenant under the Lease, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including procure the Leasehold Improvementssame for the account of Tenant, and Fixtures and Tenant’s Personal Property, the cost thereof (with interest thereon at the Default Rate) shall insure against the following risks:be paid to Landlord as Additional Rent.

General Insurance Requirements. During the Term, All policies required to be carried by Tenant shall at all times keep each Leased Property, and all property located in or on any Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Personal Property, insured with the kinds and amounts of insurance described below. This insurance hereunder shall be written issued by companies authorized and binding upon an insurance company licensed to do insurance business in the State state of California with a rating of at least "A- VII" or better as set forth in which the applicable Leased Property most current issue of Best's Insurance Reports, unless otherwise approved by Landlord. Tenant shall not do or permit anything to be done that would invalidate the insurance policies required. Liability insurance maintained by Tenant shall be primary coverage without right of contribution by any similar insurance that may be maintained by Landlord. Certificates of insurance, acceptable to Landlord, evidencing the existence and amount of each insurance policy required hereunder shall be delivered to Landlord prior to delivery or possession of the Premises and ten days prior to each renewal date. Certificates of insurance shall include an endorsement for each policy showing that Landlord; its trustees, officers, directors, agents and employees; Landlord's Mortgagees; and Landlord's Representatives are included as additional insureds on liability policies and that Landlord is locatedloss payee for property insurance. Further, providedthe certificates must include an endorsement for each policy whereby the insurer agrees not to cancel, howevernon-renew or materially reduce the limits of the policy on the premises without at least 30 days prior written notice to Landlord and Landlord's Representative. In the event that Tenant fails to provide evidence of insurance required to be provided by Tenant hereunder, that prior to commencement of the insurers term and thereafter during the term, within 10 days following Landlord's written request thereof, and 30 days prior to the expiration date of any such coverage, Landlord may, but shall not be obligated to obtain the required insurance, and the cost thereof, together with an administrative fee of Five Hundred Dollars ($500), shall be payable by Tenant to Landlord on demand. Nothing in this Section shall be deemed to be a waiver of any rights or reinsurers issuing remedies available to Landlord under this Lease or at law or in equity if Tenant fails to obtain the required insurance policies covering general liability and/or professional liability claims and to deliver evidence thereof. Tenant shall furnish Landlord with renewals or "binders" of each policy, together with evidence of payment of the premium therefore, at least thirty (or providing reinsurance 30) days prior to expiration. Tenant shall have the right to provide insurance coverage with respect pursuant to such claims) need only to have such authorizations to do insurance business blanket policies obtained by Tenant if the blanket policies expressly afford coverage as are required by applicable lawthis Lease. All companies providing The limits of insurance required by this Lease, or as carried by Tenant, shall not limit the terms liability of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) the holder Tenant or relieve Tenant of any mortgageobligation thereunder, deed except to the extent provided for under Waiver of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) Subrogation. Any deductibles selected by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses Tenant shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment shall require the written consent sole responsibility of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market Value. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, shall insure against the following risks:.

General Insurance Requirements. During the Term, Tenant shall at all times keep each Leased Propertythe Facilities, and all property located in or on any Leased Propertythe Facilities, including Leasehold Improvementsall Capital Additions, Fixtures the FF&E and Tenant’s the Personal Property, insured with the kinds and amounts of insurance described below. Each element of the insurance described in this Article shall be maintained with respect to the Facilities and the Personal Property and operations thereon. This insurance shall be written by companies authorized to do insurance business in the State in which the applicable Leased Property is Facilities are located, provided, however, that the insurers or reinsurers issuing . All liability type policies covering general liability and/or (except professional liability claims (or providing reinsurance coverage and workers compensation) must name Landlord 1845797.11-NYCSR07A - MSW as an “additional insured” through an endorsement on the policy. All property, loss of rental and business interruption type policies shall name, through a policy endorsement, Landlord as “loss payee” to the extent of Landlord’s insurable interest therein with respect to such claims) need only the property required to have such authorizations be insured by Tenant. Losses shall be payable to do insurance business Landlord and/or Tenant as are required by applicable lawprovided in Article 15. All companies providing insurance required by In addition, the terms of this ARTICLE XIII (includingpolicies, without limitationas appropriate, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must shall name as an “additional insured” or “loss payee (i) payee” the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any indebtedness or any other Encumbrance placed on the applicable Leased Property Facilities in accordance with the provisions of ARTICLE XXXVIII Article 23 (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no endorsement; provided that Landlord delivers the name and address of any such Facility Mortgage encumbers Mortgagee to Tenant at least five (5) business days prior to the desired effective date of such endorsement. If required by any applicable Leased PropertyFacility Mortgagee, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment in excess of $500,000 shall require the written consent of Lessorthe Facility Mortgagee. Notwithstanding anything to the contrary in this Lease (but subject to the immediately following sentence), Tenantif requested by Landlord, Leasehold Tenant shall be obligated to comply with insurance requirements imposed on the Property and set forth in any Encumbrance, provided such requirements are customary in the industry for properties similar to the Facilities in the same general areas in which the Facilities are located, are customarily required by institutional lenders, are commercially reasonable and consistent with industry standards at the applicable time, and such insurance is available at commercially reasonable rates. Landlord agrees to use commercially reasonable efforts and cooperate with Tenant for the purpose of obtaining waivers from any Facility Mortgagee and otherwise securing any Facility Mortgagee whenever Mortgagee’s agreement that such coverage is in compliance with a Facility Mortgagee’s requirements; provided, however, if, despite such efforts, such waivers are not obtained, then the loss exceeds twenty percent (20%) provisions of the Facility’s Fair Market Valueimmediately preceding sentence will apply. Evidence of insurance shall be deposited with Lessor Landlord and, if requested, with any Superior Lessor, Leasehold Mortgagee and the Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, shall insure against the following risks:

General Insurance Requirements. During the Term, Tenant shall at all times keep each Leased Propertythe Facilities, and all property located in or on any Leased Propertythe Facilities, including Leasehold Improvementsall Capital Additions, Fixtures the FF&E and Tenant’s the Personal Property, insured with the kinds and amounts of insurance described below. Each element of the insurance described in this Article shall be maintained with respect to each Facility and the Personal Property and operations thereon. This insurance shall be written by companies authorized to do insurance business in the State in which the applicable Leased Property Facility is located, provided, however, that located and with policyholder and financial ratings of not less than “A-”/“VII” in the insurers or reinsurers issuing most recent version of Best’s Key Rating Guide. All liability type policies covering general liability and/or (except professional liability claims (or providing reinsurance coverage and workers compensation) must name Landlord as an “additional insured”. All property policies shall name Landlord as “loss payee” to the extent of Landlord’s insurable interest therein with respect to such claims) need only the property required to have such authorizations be insured by Tenant. Losses shall be payable to do insurance business Landlord and/or Tenant as are required by applicable lawprovided in Article 15. All companies providing insurance required by In addition, the terms of this ARTICLE XIII (includingpolicies, without limitationas appropriate, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must shall name as an “additional insured” or “loss payee (i) payee” the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any indebtedness or any other Encumbrance placed on the applicable Leased Property Facilities in accordance with the provisions of ARTICLE XXXVIII Article 23 (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no endorsement; provided that Landlord delivers the name and address of any such Facility Mortgage encumbers Mortgagee to Tenant at least five (5) Business Days prior to the desired effective date of such endorsement. Notwithstanding anything to the contrary in this Lease (but subject to the immediately following sentence), if requested by Landlord, Tenant shall be obligated to comply with insurance requirements imposed on the Property and set forth in any Encumbrance, provided such requirements are customary in the industry for properties similar to the Facilities in the same general areas in which the Facilities are located, are customarily required by institutional lenders, are commercially reasonable and consistent with industry standards at the applicable Leased Propertytime, Lessor and, in and such insurance is available at commercially reasonable rates. Landlord agrees to use commercially reasonable efforts and cooperate with Tenant for the case purpose of obtaining waivers from any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Facility Mortgagee and otherwise securing any Facility Mortgagee whenever Mortgagee’s agreement that such coverage is in compliance with a Facility Mortgagee’s requirements; provided, however, if, despite such efforts, such waivers are not obtained, then the loss exceeds twenty percent (20%) provisions of the Facilityimmediately preceding sentence will apply and Tenant shall not be liable to Landlord for any loss, damage, cost or expense incurred by Landlord as a result of Tenant’s Fair Market Valuecompliance with the foregoing obligations in accordance with the terms of this Lease. Evidence of insurance shall be deposited with Lessor Landlord and, if requested, with any Superior Lessor, Leasehold Mortgagee and the Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, shall insure against the following risks:

General Insurance Requirements. During the Term, Tenant Lessee shall at all times keep each the Leased Property, and all property located in or on any the Leased Property, including Leasehold Improvementsall Capital Additions, the Fixtures and Tenant’s the Personal Property, insured with the kinds and amounts of insurance described below. Each element of the insurance described in this Article shall be maintained with respect to the Leased Property of each Facility, including the Capital Additions, Fixtures, Personal Property and operations thereon. This insurance shall be written by companies authorized to do insurance business in the State in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The liability type policies must name Lessor as an “additional insured” and shall be considered primary insurance without recourse to any insurance maintained by Lessor. All property, loss payee (i) of rental and business interruption type policies shall name Lessor as “loss payee.” Losses shall be payable to Lessor and/or Lessee as provided in Article XIV. In addition, the holder of policies, as appropriate, shall name as an “additional insured” or “loss payee” any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) Mortgagee by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIVendorsement. Any loss adjustment shall require the written consent of Lessor, TenantLessee, Leasehold Mortgagee and each Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market ValueMortgagee. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant Lessee shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant Lessee shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, shall insure against the following risks:risks with respect to each Facility: 13.1.1 Loss or damage by fire, vandalism and malicious mischief, extended coverage perils commonly known as special form perils, earthquake (including earth movement), sinkhole and windstorm in an amount not less than the insurable value on a replacement cost basis (as defined below in Section 13.2) and including demolition, building ordinance, increased cost of construction and a building ordinance coverage endorsement; 13.1.2 Loss or damage by explosion of steam boilers, pressure vessels or similar apparatus including what is normally covered by the standard boiler and machinery policy including HVAC, refrigeration systems and electrical systems, now or hereafter installed in each Facility, in such limits with respect to any one accident as may be reasonably requested by Lessor from time to time; 13.1.3 Flood (when the Leased Property of a Facility is located in whole or in part within a designated 000-xxxx xxxxx xxxxx xxxx) and such other hazards and in such amounts as may be customary for comparable properties in the area;

General Insurance Requirements. During the TermTerm of this Lease, Tenant Lessee shall at all times keep each the Leased Property, and all property located in or on any the Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Personal Property, Property insured with the kinds and amounts of insurance described below. This insurance shall be below and written by companies reasonably acceptable to Lessor authorized to do insurance business in the State state in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name Lessor as loss payee (i) an additional insured and losses shall be payable to Lessor and/or Lessee as provided in Article 13. In addition, the policies shall name as an additional insured the holder ("Facility Mortgagee") of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property or any part thereof in accordance with the provisions of ARTICLE XXXVIII Article 32 (“"Facility Mortgage”) "), if any, by way of a standard form of mortgagee’s 's loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIVendorsement. Any loss adjustment in excess of $100,000.00 shall require the written consent of Lessor, Tenant, Leasehold Mortgagee Lessor and each affected Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market ValueMortgagee. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage which constitutes a first lien on the Leased Property requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant Lessee shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each such Facility Mortgagee, Mortgagee or, pursuant to written direction by Lessor, Tenant Lessee shall make such deposits directly with such Facility Mortgagee. The policies on each the Leased Property, including the Leasehold Improvements, Leased Improvements and Fixtures and Tenant’s Personal Propertythe Fixtures, shall insure against the following risks:

General Insurance Requirements. During the Term, Tenant shall at all times keep each the Leased Property, and all property located in or on any the Leased Property, including Leasehold Capital Improvements, the Fixtures and Tenant’s Personal Property, insured with the kinds and amounts of insurance described below. This Each element of insurance described in this Article XIII shall be maintained with respect to the Leased Property of each Facility and Tenant’s Property and operations thereon. Such insurance shall be written by companies authorized permitted to do insurance conduct business in the State applicable State. All third party liability type policies must name Landlord as an “additional insured.” All property policies shall name Landlord as “loss payee” for its interests in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing each Facility. All business interruption policies covering general liability and/or professional liability claims (or providing reinsurance coverage shall name Landlord as “loss payee” with respect to such claims) need only Rent only. Property losses shall be payable to have such authorizations to do insurance business Landlord and/or Tenant as are required by applicable lawprovided in Article XIV. All companies providing insurance required by In addition, the terms of this ARTICLE XIII (includingpolicies, without limitationas appropriate, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must shall name as an “additional insured” and/or “loss payee (i) payee” each Permitted Leasehold Mortgagee and as an “additional insured” or “loss payee” the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any indebtedness or any other Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII Article XXXI (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Propertyendorsement. Except as otherwise set forth herein, Lessor and, in the case of any commercial general liability and/or umbrella liability property insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment settlement shall require the written consent of LessorLandlord, Tenant, Leasehold Mortgagee and each Facility Mortgagee whenever (to the extent required under the applicable Facility Mortgage Documents) unless the amount of the loss exceeds twenty percent (20%) net of the Facility’s Fair Market Valueapplicable deductible is less than Five Million Dollars ($5,000,000) in which event no consent shall be required. Evidence of insurance shall be deposited with Lessor Landlord and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of The insurance premiums policies required to be made with such Facility Mortgagee, carried by Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, hereunder shall insure against all the following risks:risks with respect to each Facility: (a) Loss or damage by fire, vandalism, collapse and malicious mischief, extended coverage perils commonly known as “All Risk,” and all physical loss perils normally included in such All Risk insurance, including, but not limited to, sprinkler leakage and windstorm, in an amount not less than the insurable value on a Maximum Foreseeable Loss (as defined below in Section 13.2) basis and including a building ordinance coverage endorsement; provided, that Tenant shall have the right (i) to limit maximum insurance coverage for loss or damage by earthquake (including earth movement) to a minimum amount of Two Hundred Million Dollars ($200,000,000) or as may be reasonably requested by Landlord and commercially available, and (ii) to limit maximum insurance coverage for loss or damage by windstorm (including but not limited to named windstorms) to a minimum amount of Two Hundred Million Dollars ($200,000,000) or as may be reasonably requested by Landlord and commercially available; provided, further, that in the event the premium cost of any or all of earthquake, flood, windstorm 48 ACTIVE/103726432.5 US-DOCS\116344257.8

General Insurance Requirements. During the TermTerm of this Lease, Tenant Lessee shall at all times keep each the Leased Property, Property and all property located in or on any the Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Personal Property, Property insured with the kinds and amounts of insurance described below. This insurance shall be below and written by companies reasonably acceptable to Lessor authorized to do insurance business in the State state in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name Lessor as loss payee (i) an additional insured and losses shall be payable to Lessor and/or Lessee as provided in Article XIII. In addition, the policies shall name as an additional insured the holder ("Facility Mortgagee") of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property or any part thereof in accordance with the provisions of ARTICLE XXXVIII Article XXXII (“"Facility Mortgage”) Mortgagee), if any, by way of a standard form of mortgagee’s 's loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIVendorsement. Any loss adjustment in excess of $50,000.00 shall require the written consent of Lessor, Tenant, Leasehold Mortgagee Lessor and each affected Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market ValueMortgagee. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage which constitutes a first lien on the Leased Property requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant Lessee shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each such Facility Mortgagee, Mortgagee or, pursuant to written direction by Lessor, Tenant Lessee shall make such deposits directly with such Facility Mortgagee. The policies on each the Leased Property, including the Leasehold Leased Improvements, and the Fixtures and Tenant’s the Personal Property, shall insure against the following risks:

General Insurance Requirements. During the Term, Tenant shall at all times keep each Leased Propertythe Facility, and all property located in or on any Leased Propertythe Facility, including Leasehold Improvementsall Capital Additions, Fixtures the FFF&E and Tenant’s the Personal Property, insured with the kinds and amounts of insurance described below. Each element of the insurance described in this Article shall be maintained with respect to the Facility and the Personal Property and operations thereon. This insurance 05191N:091419:828868:7:NASHVILLE shall be written by companies authorized to do insurance business in the State in which the applicable Leased Property Facility is located, provided, however, that the insurers or reinsurers issuing . All liability type policies covering general liability and/or (except professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Companyand workers compensation) must have a rating at least name Landlord as high an “additional insured.” All property, loss of rental and business interruption type policies shall name Landlord as “loss payee” to the rating extent of Landlord’s insurable interest therein as respects property required to be insured by any applicable Facility MortgageeTenant. The policies must Losses shall be payable to Landlord and/or Tenant as provided in Article 15. In addition, the policies, as appropriate, shall name as an “additional insured” or “loss payee (i) payee” the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any indebtedness or any other Encumbrance placed on the applicable Leased Property Facility in accordance with the provisions of ARTICLE XXXVIII Article 23 (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no endorsement; provided that Landlord delivers the name and address and insurance requirements of any such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable Mortgagee to Lessor and/or Superior Mortgagee as provided in ARTICLE XIVTenant. Any loss adjustment in excess of One Hundred Fifty Thousand Dollars ($150,000.00) shall require the written consent of LessorLandlord, TenantTenant and, Leasehold Mortgagee and Facility Mortgagee whenever if required by the loss exceeds twenty percent (20%) terms of the Facility’s Fair Market Valueapplicable Facility Mortgage, the Facility Mortgagee. Evidence of insurance shall be deposited with Lessor Landlord and, if requested, with any Superior Lessor, Leasehold Mortgagee and the Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, shall insure against the following risks:

General Insurance Requirements. During the Term, Tenant shall at all times keep each Leased Property, and all property located in or on any Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Personal Property, insured with the kinds and amounts of insurance described below. This insurance shall be written by companies authorized to do insurance business in the State in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market Value. Evidence above policies of insurance shall be deposited primary insurance and the general liability and auto liability shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Lessor andConsultant’s insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, if requestedits officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement Services shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any Superior Lessortime. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. All The general liability and auto liability certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following “cancellation” notice: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, Leasehold Mortgagee THE ISSUING COMPANY SHALL MAIL THIRTY (30)-DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. [to be initialed] Consultant Initials City, its respective elected and Facility Mortgagee(s)appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. If The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any provision way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant’s activities or the activities of any Facility Mortgage requires deposits person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant’s indemnification liabilities as provided in Section 5.3. In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance premiums that the Consultant is required to be made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, maintain pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold ImprovementsSection 5.1, and Fixtures such certificates and Tenant’s Personal Property, endorsements shall insure against the following risks:be provided to City.”

General Insurance Requirements. During the Term, Tenant (1) All policies of insurance required hereunder shall at all times keep each Leased Propertybe in form and with insurers acceptable to Lender in its sole discretion, and all property located in or on any Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Personal Property, insured with the kinds and amounts of insurance described below. This insurance such policies shall be in such amounts as may be satisfactory to Lender. Without limiting the generality of the foregoing, all insurance coverage required hereunder shall be provided by insurance companies acceptable to the Lender that are rated "A" or better by Best Insurance Guide and Key Ratings and with a claim payment rating by Standard & Poor's Corporations of "AA" or better. The aggregate amount of coverage provided by a single company may not exceed five percent (5%) of said company's policyholders' surplus. Any reinsurance endorsements must be approved by the Lender in writing, with such approval to be given or withheld by Lender in its sole discretion. Reinsurance endorsements shall stipulate that the Lender will receive ten (10) days' advance written by notice of any change and/or cancellation of the reinsurance agreement. All insurance companies authorized must be licensed and qualified to do insurance business in the State in which the applicable Leased Mortgaged Property is located. Such policies of insurance shall contain an endorsement, providedin form and substance acceptable to Lender, howevershowing loss payable to Lender. Such endorsement, or an independent instrument furnished to Lender, shall provide that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating shall give Lender at least as high as the rating required by thirty (30) days prior written notice before any applicable Facility Mortgagee. The such policy or policies must name as loss payee (i) the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market Value. Evidence of insurance shall be deposited altered or canceled and that no act or default of Mortgagor or any other person shall affect the right of Lender to recover under such policy or policies of insurance in case of loss or damage. Mortgagor hereby directs all insurers under such policies of insurance to pay all proceeds payable thereunder directly to Lender. Without limiting the foregoing, Mortgagor shall cooperate fully with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision Lender in obtaining for Lender the benefits of any Facility Mortgage requires deposits of insurance premiums or other proceeds lawfully or equitably payable to be made Lender in connection with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction transactions contemplated by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, shall insure against the following risks:this Agreement.

General Insurance Requirements. During All coverages described in this Paragraph 8.8 shall be endorsed to provide Landlord with thirty (30) days' notice of cancellation or change in terms. If at any time during the TermTerm the amount or coverage of insurance which Tenant is required to carry under this Paragraph 8.B. is, Tenant shall at all times keep each Leased Propertyin Landlord's reasonable judgment, and all property materially less than the amount or type of insurance coverage typically carried by owners or tenants of properties located in the general area in which the Premises are located which are similar to and operated for similar purposes as the Premises, Landlord shall have the right to require Tenant to increase the amount or on any Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Personal Property, insured with change the kinds and amounts types of insurance described below. This coverage required under this Paragraph B.B. All insurance policies required to be carried under this Lease shall be written by companies acceptable to Landlord, rated A+ XII or better in "Best's Insurance Guide" and authorized to do insurance business in California. Any deductible amounts under any insurance policies required hereunder shall be subject to Landlord's prior written approval. In any event deductible amounts shall not exceed One Thousand Dollars ($1,000.00). Tenant shall deliver to Landlord on or before the State in which Term Commencement Date, and thereafter at least thirty (30) days before the applicable Leased Property is locatedexpiration dates of the expiring policies, providedcertified copies of Tenant's insurance policies, however, that or a certificate evidencing the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required same issued by the terms of this ARTICLE XIII (includinginsurer thereunder, without limitationshowing that all premiums have been paid for the full policy period. In any event, any Captive Insurance Company) Tenant must have provide a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) the holder of any mortgage, deed of trust certificate or certificates or other security agreement (“Facility Mortgagee”) securing proof acceptable to Landlord showing that Landlord is an additional insured on Tenant's liability policies, and that Tenant's insurance is primary to any Encumbrance placed on insurance of Landlord, and Landlord's insurance, if any, shall be excess only. In the applicable Leased Property event Tenant shall fail to procure any insurance provided for herein, or to deliver policies or certificates, Landlord may, at Landlord's option and in accordance with addition to Landlord's other remedies in the provisions of ARTICLE XXXVIII (“Facility Mortgage”) by way event of a standard form default by Tenant hereunder, procure the same for the account of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers Tenant, and the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses cost thereof shall be payable paid to Lessor and/or Superior Mortgagee Landlord as provided in ARTICLE XIVAdditional Rent. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market Value. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, shall insure against the following risks:C.

General Insurance Requirements. During the Term, Tenant shall at all times keep each the Leased Property, and all property located in or on any the Leased Property, including Leasehold Capital Improvements, the Fixtures and Tenant’s Personal Property, insured with the kinds and amounts of insurance described below. This Each element of insurance described in this Article XIII shall be maintained with respect to the Leased Property and Tenant’s Property and operations thereon. Such insurance shall be written by companies authorized permitted to do insurance conduct business in the State Commonwealth of Massachusetts. All third party liability type policies must name Landlord as an “additional insured.” All property policies shall name Landlord as “loss payee” for its interests in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing Facility. All business interruption policies covering general liability and/or professional liability claims (or providing reinsurance coverage shall name Landlord as “loss payee” with respect to such claims) need only Rent only. Property losses shall be payable to have such authorizations to do insurance business Landlord and/or Tenant as are required by applicable lawprovided in Article XIV. All companies providing insurance required by In addition, the terms of this ARTICLE XIII (includingpolicies, without limitationas appropriate, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must shall name as an “additional insured” and/or “loss payee (i) payee” each Permitted Leasehold Mortgagee and as an “additional insured” or “loss payee” the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any indebtedness or any other Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII Article XXXI (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Propertyendorsement. Except as otherwise set forth herein, Lessor and, in the case of any commercial general liability and/or umbrella liability property insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment settlement with respect to the Leased Property shall require the written consent of Lessor, Tenant, Leasehold Mortgagee Landlord and Facility Mortgagee whenever Tenant unless the amount of the loss exceeds twenty percent (20%) net of the Facility’s Fair Market Valueapplicable deductible is less than Twenty Million Dollars ($20,000,000.00) in which event no consent of Landlord shall be required. Evidence of insurance shall be deposited with Lessor Landlord and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of The insurance premiums policies required to be made with such Facility Mortgagee, carried by Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, hereunder shall insure against all the following risksrisks with respect to the Facility:

General Insurance Requirements. During the Term, Tenant shall at all times keep each the Leased PropertyImprovements that are central office locations, and all property located in or on any such Leased PropertyImprovements, including Leasehold Capital Improvements thereto (collectively, the “Insured Leased Improvements, Fixtures ”) and Tenant’s Personal Property, insured with the kinds and amounts of insurance described belowbelow at each location where the Insured Leased Improvements and the Tenant’s Property located therein have a combined estimated total value exceeding Five Hundred 6060 Thousand Dollars ($500,000.00) (“Insured Location”). This The $500,000.00 combined estimated total value amount (“Insurable Amount”) is subject to annual review by Tenant. Tenant may increase the Insurable Amount without first obtaining Landlord’s consent so long as: (i) the increased Insurable Amount is consistent with Tenant’s practice for its retained properties, and (ii) the increased Insurable Amount would not prevent Tenant from self-insuring its insurance obligations pursuant to Section 13.9 if it chose to do so. Otherwise, Tenant must obtain Landlord’s consent, which will not be unreasonably withheld, delayed or conditioned, to increase the Insurable Amount. Each element of insurance described in this Article XIII shall be maintained with respect to the Insured Leased Improvements of each ILEC Facility and Tenant’s Property and operations thereon at an Insured Location. Such insurance shall be written by companies authorized permitted to do insurance conduct business in the State in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable lawState. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The third party liability type policies must name Landlord as an “additional insured.” All property policies shall name Landlord as “loss payee (i) payee” for its interests in each ILEC Facility. Property losses shall be payable to Landlord and/or Tenant as provided in Article XIV. In addition, the policies, as appropriate, shall name as an “additional insured” and/or “loss payee” each Permitted Leasehold Mortgagee and as an “additional insured” or “loss payee” the holder of any mortgage, deed of trust or other security agreement (“ILEC Facility Mortgagee”) securing any indebtedness or any other Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII Article XXXI (“ILEC Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Propertyendorsement. Except as otherwise set forth herein, Lessor and, in the case of any commercial general liability and/or umbrella liability property insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment settlement shall require the written consent of LessorLandlord, Tenant, Leasehold Mortgagee and each ILEC Facility Mortgagee whenever (to the extent required under the applicable ILEC Facility Mortgage Documents) unless the amount of the loss exceeds twenty percent (20%) net of the Facility’s Fair Market Valueapplicable deductible is less than Five Million Dollars ($5,000,000) in which event no consent shall be required. Evidence of insurance shall be deposited with Lessor Landlord and, if requested, with any Superior Lessor, Leasehold Mortgagee and ILEC Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of The insurance premiums policies required to be made with such Facility Mortgagee, carried by Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, hereunder shall insure against all the following risksrisks with respect to each Insured Location of an ILEC Facility:

General Insurance Requirements. During All coverage described in this Paragraph 18 shall be endorsed to (i) provide Sub-Sublandlord with thirty (30) days’ notice of cancellation or change in terms; and (ii) waive all rights of subrogation by the Terminsurance carrier against Landlord. If at any time during the Term the amount or coverage of insurance which Tenant is required to carry under this Paragraph 18 is, Tenant shall at all times keep each Leased Propertyin Sub-Sublandlord’s reasonable judgment, and all property materially less than the amount or type of insurance coverage typically carried by owners or tenants of properties located in the general area in which the Sub-Sublease Premises are located which are similar to and operated for similar purposes as the Sub-Sublease Premises or on any Leased Propertyif Subtenant’s use of the Sub-Sublease Premises should change with or without Sub-Sublandlord’s consent, including Leasehold Improvements, Fixtures and Tenant’s Personal Property, insured with Sub-Sublandlord shall have the kinds and amounts right to require Subtenant to increase the amount or change the types of insurance described belowcoverage required under this Paragraph 18. This All insurance policies required to be carried by Subtenant under this Sublease shall be written by companies rated A X or better in “Best’s Insurance Guide” and authorized to do insurance business in the State in which of New York. Subtenant shall deliver to Sub-Sublandlord on or before the applicable Leased Property is locatedTerm Commencement Date, providedand thereafter at least thirty (30) days before the expiration dates of the expired policies, however, that a certificate(s) evidencing the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required same issued by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market Value. Evidence of insurance shall be deposited with Lessor insurer hereunder; and, if requestedSubtenant shall fail to procure such insurance, with any Superior Lessoror to deliver such certificates, Leasehold Mortgagee Sub-Sublandlord may, at Sub-Sublandlord’s option and Facility Mortgagee(s). If any provision in addition to Sub-Sublandlord’s other remedies in the event of any Facility Mortgage requires deposits a default by Subtenant hereunder, procure the same for the account of insurance premiums to be made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold ImprovementsSubtenant, and Fixtures and Tenant’s Personal Property, the cost thereof shall insure against the following risks:be paid to Sub-Sublandlord as Additional Rent.

General Insurance Requirements. During Subject to the provisions of Paragraph 13.8, during the Term, Tenant Lessee shall at all times keep each the Leased Property, and all property located in or on any the Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Lessee's Personal Property, insured with the kinds and amounts of insurance described below. This insurance shall be written by companies authorized to do insurance business in the State state in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name Lessor as a loss payee (i) and additional insured. Losses shall be payable to Lessor or Lessee as provided in Article XIV. In addition, upon Lessor's written request, the policies shall name as mortgagee, loss payee and additional insured the holder ("Facility Mortgagee") of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing and any other Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII Article XXXII (“"Facility Mortgage”") by way of a standard form of mortgagee’s 's loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIVendorsement. Any loss adjustment shall require the written consent of Lessor, TenantLessee, Leasehold Mortgagee and each Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market ValueMortgagee. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of premiums for insurance premiums to be made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by LessorLessor upon the occurrence of any Event of Default hereunder (and irrespective of whether such Event of Default is continuing or has been cured), Tenant Lessee shall make such deposits directly with such Facility MortgageeMortgagee or with Lessor, as required, provided that during any period when such deposits are being made, the Facility Mortgagee or Lessor (depending on which party collects such deposits) agrees (a) to pay the premiums on a timely basis, and (b) upon written request from Lessee, to account to Lessee for all funds then on deposit. The policies on each the Leased Property, including the Leasehold Leased Improvements, and Fixtures and Tenant’s Lessee's Personal Property, shall insure against the following risks:

General Insurance Requirements. During the Term, Tenant shall at all times keep each the Leased PropertyProperties, and all property located in or on any the Leased PropertyProperties, including Leasehold Improvements, Fixtures Landlord’s Personal Property and Tenant’s Personal Property, insured with insurance meeting the kinds and amounts of insurance described below. This following requirements: (a) all insurance shall be written by companies authorized to do insurance business in the State in which applicable States and, with the applicable Leased Property is locatedexception of any policies issued by Tenant’s Insurance Captive permitted pursuant to Section 13.12 hereof, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage having a rating classification of not less than A and a financial size category of “Class A request for confidential treatment has been made with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms portions of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgageedocument that are marked ‘[*****]’. The redacted portions have been filed separately with the SEC. 53 Master Lease (OHI - Diversicare) Derwent – 9.25.18 VII” or larger, according to the then most recent issue of Best’s Key Rating Guide; (b) all policies must name Landlord as loss payee (i) the holder of an additional insured, and name as an additional insured any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) Mortgagee by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no in use in the applicable States and in accordance with any such other requirements as may be established by such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, Mortgagee; (c) casualty losses must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee Landlord or Tenant as provided in ARTICLE XIV. Any , and loss adjustment adjustments shall require the written consent of LessorLandlord, any Facility Mortgagee and, provided no Event of Default has occurred and is continuing at the time, Tenant, Leasehold Mortgagee which consent shall not be unreasonably withheld by either Landlord or Tenant; (d) each insurer must agree that it will give Landlord and any Facility Mortgagee whenever at least thirty (30) days’ written notice before its policy shall be altered, allowed to expire or canceled; (e) except as otherwise provided below, the loss exceeds twenty amount of any deductible or retention in excess of ten percent (2010%) of the Facility’s Fair Market Value. Evidence aggregate per occurrence coverage amount must be approved by Landlord prior to the issuance of insurance any policy, which approval will not be unreasonably withheld, conditioned or delayed; and (f) the form of all policies shall be deposited with Lessor and, if requested, with approved by Landlord and any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums to be made with such Existing Facility Mortgagee, Tenant whose approval shall either pay not unreasonably be withheld, conditioned or delayed, provided that such policies conform to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessorrequirements of this ARTICLE XIII. Notwithstanding the foregoing, Tenant shall make such deposits directly with such Facility Mortgagee. The may obtain so-called “umbrella” policies, comprehensive liability policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, shall insure against the following risks:professional liability policies of insurance from non-admitted surplus line carriers acceptable to Landlord.

General Insurance Requirements. During the TermTerm of this Lease, Tenant Lessee shall at all times keep each the Leased Property, Property and all property located in or on any the Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Personal Property, Property insured with the kinds and amounts of insurance described below. This insurance shall be below and written by companies reasonably acceptable to Lessor authorized to do insurance business in the State state in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name Lessor as loss payee (i) an additional insured and losses shall be payable to Lessor and/or Lessee as provided in Article XIII. In addition, the policies shall name as an additional insured the holder ("Facility Mortgagee") of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property or any part thereof in accordance with the provisions of ARTICLE XXXVIII Article XXXII (“"Facility Mortgage”) "), if any, by way of a standard form of mortgagee’s 's loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIVendorsement. Any loss adjustment in excess of $50,000.00 shall require the written consent of Lessor, Tenant, Leasehold Mortgagee Lessor and each affected Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market ValueMortgagee. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage which constitutes a first lien on the Leased Property requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant Lessee shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each such Facility Mortgagee, Mortgagee or, pursuant to written direction by Lessor, Tenant Lessee shall make such deposits directly with such Facility Mortgagee. The policies on each the Leased Property, including the Leasehold Leased Improvements, and the Fixtures and Tenant’s the Personal Property, shall insure against the following risks:

General Insurance Requirements. During the Term, Tenant shall at all times keep each Leased Property, and all property located in or on any Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Personal Property, insured with the kinds and amounts of insurance described below. This insurance shall be written by companies authorized to do insurance business in the State in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market Value. Evidence above policies of insurance shall be deposited primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Lessor andContractor’s insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, if requestedits officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any Superior Lessortime. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following “cancellation” notice: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, Leasehold Mortgagee THE ISSUING COMPANY SHALL MAIL THIRTY (30)-DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. [to be initialed] Agent’s Initials City, its respective elected and Facility Mortgagee(s)appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Contractor performs; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or any automobiles owned, leased, hired or borrowed by Contractor. If The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Contractor agrees that the requirement to provide insurance shall not be construed as limiting in any provision way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor’s activities or the activities of any Facility Mortgage requires deposits person or persons for which the Contractor is otherwise responsible nor shall it limit the Contractor’s indemnification liabilities as provided in Section 5.3. In the event the Contractor subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same policies of insurance premiums that the Contractor is required to be made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, maintain pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold ImprovementsSection 5.1, and Fixtures such certificates and Tenant’s Personal Property, endorsements shall insure against the following risks:be provided to City.

General Insurance Requirements. During the Term, Tenant shall at all times keep each the Leased Property, and all property located in or on any the Leased Property, including Leasehold Capital Improvements, the Fixtures and Tenant’s Personal Property, insured with the kinds and amounts of insurance described below. This Each element of insurance described in this Article XIII shall be maintained with respect to the Leased Property of each Facility and Tenant’s Property and operations thereon. Such insurance shall be written by companies authorized permitted to do insurance conduct business in the State applicable State. All third party liability type policies must name Landlord as an “additional insured.” All property policies shall name Landlord as “loss payee” for its interests in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing each Facility. All business interruption policies covering general liability and/or professional liability claims (or providing reinsurance coverage shall name Landlord as “loss payee” with respect to such claims) need only Rent only. Property losses shall be payable to have such authorizations to do insurance business Landlord and/or Tenant as are required by applicable lawprovided in Article XIV. All companies providing insurance required by In addition, the terms of this ARTICLE XIII (includingpolicies, without limitationas appropriate, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must shall name as an “additional insured” and/or “loss payee (i) ACTIVE/119768607.18 payee” each Permitted Leasehold Mortgagee and as an “additional insured” or “loss payee” the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any indebtedness or any other Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII Article XXXI (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Propertyendorsement. Except as otherwise set forth herein, Lessor and, in the case of any commercial general liability and/or umbrella liability property insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment settlement shall require the written consent of LessorLandlord, Tenant, Leasehold Mortgagee and each Facility Mortgagee whenever (to the extent required under the applicable Facility Mortgage Documents) unless the amount of the loss exceeds twenty percent (20%) net of the Facility’s Fair Market Valueapplicable deductible is less than Five Million Dollars ($5,000,000) in which event no consent shall be required. Evidence of insurance shall be deposited with Lessor Landlord and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of The insurance premiums policies required to be made with such Facility Mortgagee, carried by Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, hereunder shall insure against all the following risksrisks with respect to each Facility:

General Insurance Requirements. During the Term, Tenant Lessee shall at all times keep each the Leased Property, and all property located in or on any the Leased Property, including Leasehold ImprovementsCapital Additions, the Fixtures and Tenant’s the Personal Property, insured with the kinds and amounts of insurance described below. Each element of insurance described in this Article shall be maintained with respect to the Leased Property of each Facility and the Personal Property and operations thereon. This insurance shall be written by companies authorized to do insurance business in the State in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing . All liability type policies covering general liability and/or professional liability claims (or providing reinsurance coverage must name Lessor as an "additional insured." All property policies shall name Lessor as "loss payee." All business interruption policies shall name Lessor as "loss payee" with respect to such claims) need only Rent only. Losses shall be payable to have such authorizations to do insurance business Lessor and/or Lessee as are required by applicable lawprovided in Article XIV. All companies providing insurance required by In addition, the terms of this ARTICLE XIII (includingpolicies, without limitationas appropriate, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must shall name as an "additional insured" or "loss payee (i) payee" the holder of any mortgage, deed of trust or other security agreement (“"Facility Mortgagee”") securing any indebtedness or any other Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII Article XXXVI (“"Facility Mortgage”") by way of a standard form of mortgagee’s 's loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIVendorsement. Any loss adjustment shall require the written consent of Lessor, TenantLessee, Leasehold Mortgagee and each Facility Mortgagee whenever unless the amount of the loss exceeds twenty percent (20%) of the Facility’s Fair Market Valueis less than $10,000 in which event no consent shall be required. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant Lessee shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant Lessee shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, shall insure against the following risks:risks with respect to each Facility: 13.1.1 Loss or damage by fire, vandalism and malicious mischief, extended coverage perils commonly known as special form perils, earthquake (including earth movement) and windstorm in an amount not less than the insurable value on a replacement cost basis (as defined below in Section 13.2) and including a building ordinance coverage endorsement; 13.1.2 Loss or damage by explosion of steam boilers, pressure vessels or similar apparatus, now or hereafter installed in each Facility, in such limits with respect to any one accident as may be reasonably requested by Lessor from time to time; 13.1.3 Flood (when the Leased Property of a Facility is located in whole or in part within a designated 000-xxxx xxxxx xxxxx xxxx) and such other hazards and in such amounts as may be customary for comparable properties in the area; 13.1.4 Loss of rental value in an amount not less than twelve (12) months' Rent payable hereunder or business interruption in an amount not less than twelve (12) months of income and normal operating expenses including payroll and Rent payable hereunder with an endorsement extending the period of indemnity by at least ninety (90) days (Building Ordinance - Increased Period of Restoration Endorsement) necessitated by the occurrence of any of the hazards described in Sections 13.1.1, 13.1.2 or 13.1.3; 13.1.5 Claims for personal injury or property damage under a policy of comprehensive general public liability insurance with amounts not less than One Million and No/100 Dollars ($1,000,000.00) combined single limit and Three Million No/100 Dollars ($3,000,000.00) in the annual aggregate, with respect to each Facility; and 13.1.6 Medical professional liability with amounts not less than One Million Dollars ($1,000,000) combined single limit and Three Million Dollars ($3,000,000) in the annual aggregate, with respect to each Facility. 13.2 Replacement Cost ----------------- . The term "replacement cost" shall mean the actual replacement cost of the insured property from time to time with new materials and workmanship of like kind and quality. If either party believes that the replacement cost has increased or decreased at any time during the Term, it shall have the right to have such replacement cost redetermined by an impartial national insurance company reasonably acceptable to both parties (the "impartial appraiser"). The party desiring to have the replacement cost so redetermined shall forthwith, on receipt of such determination by the impartial appraiser, give written notice thereof to the other party hereto. The determination of the impartial appraiser shall be final and binding on the parties hereto, and Lessee shall forthwith increase or decrease the amount of the insurance carried pursuant to this Article to the amount so determined by the impartial appraiser. Each party shall pay one-half (1/2) of the fee, if any, of the impartial appraiser. If Lessee has made improvements to the Leased Property, Lessor may at Lessee's expense have the replacement cost redetermined at any time after such improvements are made, regardless of when the replacement cost was last determined. 13.3

General Insurance Requirements. During the Term, Tenant shall at all times keep each Leased Property, and all property located in or on any Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Personal Property, insured with the kinds and amounts of insurance described below. This insurance shall be written by companies authorized to do insurance business in the State in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market Value. Evidence above policies of insurance shall be deposited primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents shall apply in excess of, and not contribute with Lessor andConsultant’s insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, if requestedits officers, employees and agents and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of all required insurance policies at any Superior Lessortime. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following “cancellation” notice: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, Leasehold Mortgagee THE ISSUING COMPANY SHALL MAIL THIRTY (30)-DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. [to be initialed] Agent Initials City, its respective elected and Facility Mortgagee(s)appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or automobiles owned, leased, hired or borrowed by Consultant. If The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any provision way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant’s activities or the activities of any Facility Mortgage requires deposits person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant’s indemnification liabilities as provided in Section 5.3. . In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance premiums that the Consultant is required to be made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, maintain pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold ImprovementsSection 5.1, and Fixtures such certificates and Tenant’s Personal Property, endorsements shall insure against the following risks:be provided to City.

General Insurance Requirements. During the Term, Tenant shall at all times keep each Leased Property, and all property located All insurance provided for in or on any Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Personal Property, insured with the kinds and amounts of insurance described below. This insurance this Lease shall be written maintained under valid and enforceable policies issued by companies authorized insurers of recognized responsibility, approved to do insurance business in the State of Texas having a general policyholders rating of not less than "A-" and a financial rating of not less than "VIII" in which he then most current Best's Insurance Report. Any and all policies of insurance required under this Lease shall name the applicable Leased Property is located, Landlord as an additional insured and shall be on an "occurrence" basis; provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) the holder proceeds of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses business interruption policy shall be payable to Lessor and/or Superior Mortgagee Tenant without relieving Tenant in any way of its obligation to pay rent under this Lease. In addition, Landlord shall be shown as provided in ARTICLE XIV. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) payable beneficiary under the casualty insurance policy maintained by Tenant pursuant to Section 4.2. All policies of insurance required herein may be in the form of "blanket" or "umbrella" type policies which shall name the Landlord and Tenant as their interests may appear and allocate to the Premises the full amount of insurance required hereunder. Original policies or satisfactory certificates from the insurers evidencing the existence of all policies of insurance required by this Lease and showing the interest of the Facility’s Fair Market ValueLandlord shall be filed with the Landlord prior to the commencement of the Term and shall provide that the subject policy may not be canceled except upon not less than ten (10) days prior written notice to Landlord. Evidence If Landlord is provided with a certificate, upon Landlord's request Tenant shall provide Landlord with a complete copy of the insurance policy evidenced by such certificate within 30 days of the commencement of the Term. Originals of the renewal policies or certificates therefor from the insurers evidencing the existence thereof shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s)Landlord upon renewal of the applicable policies. If Landlord is provided with a certificate for a renewal policy, upon Landlord's request Tenant shall deliver a copy of the complete renewal policy to Landlord within 30 days of the expiration of the replaced policy. Any claims under any provision of any Facility Mortgage requires deposits policies of insurance premiums described in this Lease shall be adjudicated by and at the expense of the Tenant or of its insurance carrier, but shall be subject to be made with such Facility Mortgagee, joint control of Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility MortgageeLandlord. The policies on each Leased Property, including provisions of this Section 4.1 also apply to any insurance coverage required under the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, shall insure against the following risks:Development Addendum.

General Insurance Requirements. During Subject to the provisions of Section 13.8 and Section 33.19(b), during the Term, Tenant Lessee shall at all times keep each the Leased Property, and all property located in or on any the Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Lessee's Personal Property, insured with the kinds and amounts of insurance described belowbelow and any additional insurance reasonably required by Lessor to protect its interest in the Leased Property. This insurance shall be written by companies authorized to do insurance business in the State states in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name Lessor as an additional insured and/or loss payee, as applicable, shall contain a provision that such insurance may not be cancelled or amended without at least thirty (30) days notice to Lessor except ten (10) days notice for cancellation for non-payment of premium, and shall be payable to Lessor or Lessee as provided in Article XIV. In addition, upon Lessor's written request, the policies shall name as loss payee (i) and an additional insured, as applicable, the holder (“Property Mortgagee”) of any mortgage, deed of trust or other security agreement (“Facility MortgageeProperty Mortgage”) securing and any other Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) Article XXXIII by way of a standard form of mortgagee’s 's loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIVendorsement. Any loss adjustment shall require the written consent of Lessor, TenantLessee, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market Valueeach Property Mortgagee. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s)Property Mortgagee. If any provision of any Facility Property Mortgage requires deposits of premiums for insurance premiums to be made with such Facility Property Mortgagee, Tenant or, pursuant to written direction by Lessor upon the occurrence of any Event of Default hereunder (and irrespective of whether such Event of Default is continuing or has been cured), Lessee shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Property Mortgagee, or, pursuant to written direction by Lessor, Tenant Lessee shall make such deposits directly with such Facility Property Mortgagee. The policies on each the Leased Property, including the Leasehold Leased Improvements, and Fixtures and Tenant’s Lessee's Personal Property, shall insure against the following risks:: Loss or damage by fire, vandalism and malicious mischief, extended coverage perils commonly known as “All Risk,” specifically including wind, rain, earthquake, sinkhole, mine subsistence, and all physical loss perils normally included in such all Risk insurance, including but not limited to sprinkler leakage and any such additional coverage reasonably requested by Lessor, in an amount not less than one hundred percent (100%) of the then full replacement cost thereof (as defined below in Section 13.2); Loss or damage by explosion of steam boilers, pressure vessels or similar apparatus, now or hereafter installed in the Facility, in such amounts with respect to any one accident as may be reasonably requested by Lessor from time to time; Loss of rental under a rental value insurance policy covering risk of loss during the first twelve (12) months of reconstruction necessitated by the occurrence of any of the hazards described in Section 13.1.1 or 13.1.2, or otherwise as specified in this Lease, in an amount sufficient to prevent Lessor from becoming a co-insurer; Claims for personal injury under a policy of comprehensive general public liability insurance with amounts not less than One Million Dollars ($1,000,000) per occurrence, and Three Million Dollars ($3,000,000.00) in the aggregate; Claims for malpractice under a policy of comprehensive general public (and professional) liability insurance with amounts not less than One Million Dollars ($1,000,000) per occurrence, and Three Million Dollars ($3,000,000.00) in the aggregate. If such insurance is carried on a claims made basis, then at the expiration or earlier termination of this Lease, such coverage shall include tail coverage, for a duration and in form and substance reasonably acceptable to Lessor, or other evidence reasonably acceptable to Lessor that incidents which occurred prior to such termination or expiration date will be covered by the terms of such insurance even if a claim with respect thereto is not made until after such termination or expiration date; Flood (when the Leased Property is located in whole or in part within a designated flood plain area) and such other hazards and in such amounts as may be customary for comparable properties in the area and is available from insurance companies authorized to do business in the respective states in which each Leased Property is located at rates which are economically practicable in relation to the risks covered; and Worker’s Compensation and Employer’s Liability if required by any governmental authority or Legal Requirement.

General Insurance Requirements. During the Term, Tenant Lessee shall at all times keep each the Leased Property, and all property located in or on any the Leased Property, including Leasehold ImprovementsCapital Additions, the Fixtures and Tenant’s the Personal Property, insured with the kinds and amounts of insurance described below. Each element of insurance described in this Article shall be maintained with respect to the Leased Property of each Facility, including the Capital Additions, Fixtures, Personal Property and operations thereon. This insurance shall be written by companies authorized to do insurance business in the State in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The liability type policies must name Lessor as an "additional insured." All property, loss payee (i) of rental and business interruption type policies shall name Lessor as "loss payee." Losses shall be payable to Lessor and/or Lessee as provided in Article XIV. In addition, the policies, as appropriate, shall name as an "additional insured" or "loss payee" the holder of any mortgage, deed of trust or other security agreement (“"Facility Mortgagee”") securing any indebtedness or any other Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII Article XXXVI (“"Facility Mortgage”") by way of a standard form of mortgagee’s 's loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIVendorsement. Any loss adjustment shall require the written consent of Lessor, TenantLessee, Leasehold Mortgagee and each Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market ValueMortgagee. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant Lessee shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant Lessee shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, shall insure against the following risksrisks with respect to each Facility:

General Insurance Requirements. During the Term, Tenant shall at all times keep each the Leased Property, the Hospital Improvements (once constructed) and all property located in or on any the Leased PropertyProperty and in the Hospital Improvements, including Leasehold Improvements, Fixtures and Tenant’s 's Personal Property, insured with against loss or damage from such causes as are customarily insured against, by prudent owners of similar facilities. Without limiting the generality of the foregoing, Tenant shall obtain and maintain in effect throughout the Term, the kinds and amounts of insurance deemed necessary by Landlord, including the insurance described below. This All insurance shall be written by insurance companies authorized (i) acceptable to Landlord, (ii) that are rated at least an "A-VIII" or better by Best's Insurance Guide and Key Ratings and a claim payment rating by Standard & Poor's Corporation of A or better, and (iii) authorized, licensed and qualified to do insurance business in the State in which State. The aggregate amount of coverage by a single company must not exceed five percent (5%) of the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgageecompany's policyholders' surplus. The policies must name Landlord (and any other entities as loss payee Landlord may deem necessary) and Land Owner as an additional insured and losses shall be payable to Landlord and/or Tenant as provided in Article XIV. Each insurance policy required hereunder must (i) provide primary insurance without right of contribution from any other insurance carried by Landlord, (ii) contain an express waiver by the insurer of any right of subrogation, setoff or counterclaim against any insured party thereunder including Landlord, (iii) permit Landlord to pay premiums at Landlord's discretion, and (iv) as respects any third party liability claim brought against Landlord, obligate the insurer to defend Landlord as an additional insured thereunder. In addition, the policies shall name as an additional insured the holder ("Facility Mortgagee") of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property or the Hospital Improvements in accordance with the provisions of ARTICLE XXXVIII this Lease (“"Facility Mortgage”) "), if any, by way of a standard form of mortgagee’s 's loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIVendorsement. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee Landlord and each affected Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market ValueMortgagee. Evidence of insurance and/or Impositions shall be deposited with Lessor Landlord and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage which constitutes a first lien on the Leased Property or the Hospital Improvements requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant shall either pay to Lessor Landlord monthly the amounts required and Lessor Landlord shall transfer such amounts to each such Facility Mortgagee, Mortgagee or, pursuant to written direction by LessorLandlord, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each the Leased Property, including Property and the Leasehold Hospital Improvements, and the Fixtures and Tenant’s 's Personal Property, shall insure against the following risks:

General Insurance Requirements. During the Term, Tenant shall at all times keep each Leased Property, and all property located in or on any Leased Property, including Leasehold Improvements, Fixtures and Tenant’s 's Personal Property, insured with the kinds and amounts of insurance described below. This insurance shall be written by companies authorized to do insurance business in the State in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All which companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must shall have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) the holder of any mortgage, deed of trust or other security agreement (“"Facility Mortgagee”") securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE Article XXXVIII (“"Facility Mortgage”") by way of a standard form of mortgagee’s 's loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE Article XIV. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s 's Fair Market Value. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s 's Personal Property, shall insure against the following risks:

General Insurance Requirements. During Subject to the Termprovisions of Section 13.9, Tenant during the Term of this Master Lease Document, Lessee shall at all times keep each the Leased Property, and all property located in or on any Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Personal Property, Property insured with the kinds and amounts of insurance described below. This insurance shall be written by companies authorized to do issue insurance business in the State in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility MortgageeState. The policies must name Lessor as loss payee (i) an additional insured. Losses shall be payable to Lessor or Lessee as provided in Article XIV. In addition, the policies shall name as an additional insured the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance Assumed Indebtedness and any other encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII Article XXXVII (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIVendorsement. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee Lessee and each Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market ValueMortgagee. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage existing at the time of execution of any Lease requires deposits of premiums for insurance premiums to be made with such Facility MortgageeMortgagees, Tenant provided that the Facility Mortgagee has not elected to waive such provision, Lessee shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant Lessee shall make such deposits directly with such Facility Mortgagee. The policies on each the Leased Property, including the Leasehold Leased Improvements, and Fixtures and TenantLessee’s Personal Property, shall insure against the following risks:

General Insurance Requirements. During the Term, All policies of insurance to be procured by Tenant shall at all times keep each Leased Propertybe issued by insurance companies rated not less than A+ VII in the most current available “Best’s Key Rating Guide,” qualified to do business in the state where the Village Center is located. All property policies shall be issued in the name of Tenant, and all property located in or on any Leased Propertyshall name Landlord as “an insured as its interests may appear,” All liability policies obtained by Tenant shall name Landlord, including Leasehold ImprovementsLandlord’s mortgagee, Fixtures if any. and Managing Agent as additional insured’s. In addition, Tenant’s Personal Propertyliability insurance policies shall be endorsed as needed to provide cross-liability coverage for Tenant, Landlord and any mortgagee, if any, of Landlord and shall provide for severability of interests, Executed copies of the policies of insurance or evidence of insurance meeting the requirements of Accord Form No. 27 (March 1993) or its equivalent or such other evidence as may be reasonably acceptable to Landlord and its mortgagee, if any, and evidence of required additional insured with endorsements on ISO Form CG 20-26 or its equivalent (collectively referred to in this Section ’13.02 as “Certificates”) shall be delivered to Landlord and Landlord’s mortgagee, if any, within ten (10) days after delivery of the kinds Premises and thereafter, executed copies of renewal policies or Certificates thereof shall be delivered to Landlord and Landlord’s mortgagee, if any. prior to the expiration of the term of each such policy, All commercial general liability insurance policies shall contain a provision that Landlord and Landlord’s mortgagee, if any, although named as additional insured’s, shall nevertheless be entitled to recovery under the policy for any loss occasioned by reason of the negligence of any person including Landlord or such mortgagee, if any. As often as any such policy shall expire or terminate, renewal or additional policies shall be procured and maintained by Tenant in like manner and to like extent. All policies of insurance delivered to Landlord and its mortgagee, if any must contain a provision that the company writing the policy will endeavor to give Landlord and Landlord’s mortgagee thirty (30) days notice in writing in advance of any cancellation or lapse or the effective date of any reduction in the amounts of insurance described below. This insurance insurance, All commercial general liability, property damage and other casually policies shall be written as primary policies and shall provide that any insurance which Landlord or Landlord’s mortgagee may carry is strictly excess, secondary and noncontributing with any insurance carried by companies authorized Tenant. The combined aggregate amount of the deductibles under the policies of insurance required to be carried by Tenant pursuant to this Lease shall not exceed the monthly installment of Minimum Rental then payable by Tenant under this Lease, except that amounts received by Landlord from Tenant insurance coverage shall reduce amounts for which Tenant is liable to indemnify Landlord for such losses. The insurance requirements contained in this Section 13.02 are independent of Tenant’s waiver, indemnification and other obligations under this Lease and shall not be construed or interpreted in any way to restrict, limit or modify Tenant’s waiver, indemnification or other obligations or to in any way limit Tenant’s obligations under this Lease. Should Tenant fail to maintain or renew any insurance provided for in this Article, or to pay the premium therefor, or to deliver to Landlord any of such certificates, then and in any of said events. Landlord, at its option, but without obligation to do insurance business so. may, upon five days’ notice to Tenant, procure such insurance, and any sums so expended by Landlord (together with Landlord’s reasonable administrative expense in the State in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect procuring such insurance) shall be Additional Rent hereunder and shall be paid by Tenant to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed Landlord on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) first day of the Facility’s Fair Market Valuemonth next following the date on which such expenditure is made by Landlord. Evidence of insurance shall be deposited with Lessor andRM:6995119:7 Village Center Lease Agreement Initials: L: , if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, shall insure against the following risksT:

General Insurance Requirements. During Lessee shall keep the Term, Tenant shall at all times keep each Leased PropertyProperties, and all property located in or on any the Leased PropertyProperties, including Leasehold Improvements, Fixtures any personal property of Lessors and Tenant’s Lessee's Personal Property, insured with insurance meeting the kinds and amounts of insurance described below. This following requirements: (a) all insurance shall be written by companies authorized to do insurance business in the State in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have States and having a rating at least as high as classification of not less than A- and a financial size category of "Class VII" or larger, according to the rating required by any applicable Facility Mortgagee. The then most recent issue of Best's Key Rating Guide; (b) all policies must name Lessors as loss payee (i) the holder of an additional insured, and name as an additional insured any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) Mortgagee by way of a standard form of mortgagee’s 's loss payable endorsement or (ii) if no in use in the applicable States and in accordance with any such other requirements as may be established by such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, Mortgagee; (c) casualty losses must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee Lessors or Lessee as provided in ARTICLE XIV. Any Article 12, and loss adjustment adjustments shall require the written consent of LessorLessors, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market Value. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant and, provided no Event of Default has occurred and is continuing at the time, Lessee, which consent shall not be unreasonably withheld by either pay Lessors or Lessee; (d) each insurer must agree that it will give Lessors and any Facility Mortgagee at least thirty (30) days written notice before its policy shall be altered, allowed to Lessor monthly expire or canceled; (e) the amounts required amount of any deductible or retention must be approved by Lessors prior to the issuance of any policy, which approval will not be unreasonably withheld, conditioned or delayed; and Lessor (f) the form of all policies shall transfer such amounts to each be approved by Lessors and any existing Facility Mortgagee, orwhose approval shall not unreasonably be withheld, pursuant conditioned or delayed, provided that such policies conform to written direction by Lessorthe requirements of this Article 11. Notwithstanding the foregoing, Tenant shall make such deposits directly with such Facility Mortgagee. The Lessee may obtain so-called "umbrella" policies, comprehensive liability policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, shall insure against the following risks:professional liability policies of insurance from non-admitted surplus line carriers acceptable to Lessors.

General Insurance Requirements. During the TermTerm of this Lease, Tenant Lessee -------------------------------- shall at all times keep each the Leased Property, and all property owned or leased by Lessee and located in or on any the Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Personal Property, Property insured with the kinds and amounts of insurance described below. This insurance shall be below and written by companies reasonably acceptable to Lessor authorized to do insurance business in the State state in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name Lessor as loss payee (i) an additional insured and losses shall be payable to Lessor and/or Lessee as provided in Article 13. In addition, the policies shall name as an additional insured the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property ("Facility Mortgagee") or any part thereof in accordance with the provisions of ARTICLE XXXVIII Article 32 (“"Facility Mortgage”) "), if any, by way of a standard form of mortgagee’s 's loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIVendorsement. Any loss adjustment in excess of $100,000.00 shall require the written consent of Lessor, Tenant, Leasehold Mortgagee Lessor and each affected Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market ValueMortgagee. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each the Leased Property, including the Leasehold Leased Improvements, and the Fixtures and Tenant’s the Personal Property, shall insure against the following risks:: (cc) Loss or damage by fire, vandalism and malicious mischief, extended coverage perils commonly known as "All Risk" and all physical loss perils, including sprinkler leakage and business interruption, in an amount not less than 100% of the then Full Replacement Cost thereof (as defined below in Section 12.2) after deductible with a replacement cost endorsement sufficient to prevent Lessee from becoming a co-insurer together with an agreed value endorsement; (dd) Loss or damage by explosion of steam boilers, pressure vessels or similar apparatus now or hereafter installed in the Facility, in such limits with respect to any one accident as may be reasonably requested by Lessor from time to time; (ee) Loss or damage by hurricane, tornado and earthquake in the amount of the Full Replacement Cost, after deductible; (ff) Loss of income under a business interruption insurance policy covering risk of loss during the first 12 months of reconstruction necessitated by the occurrence of any of the hazards described in Sections 12.1(a), 12.1(b) or 12.1(c), in an amount sufficient to prevent Lessee from becoming a co-insurer; provided that in the event that there shall be an Event of Default outstanding hereunder and Lessor shall receive any proceeds from such income insurance which, when added to income amounts received with respect to the applicable time period, exceed the amount of income owed by Lessee hereunder, Lessor shall immediately pay such excess to Lessee; (gg) Claims for personal injury or property damage under a policy of commercial general liability insurance including insurance against assumed or contractual liability including indemnities under this Lease, with amounts not less than $5,000,000.00 per occurrence in respect of bodily injury and death and $10,000,000.00 for property damage; and (hh) Flood (when the Leased Property is located in whole or in part within a designated flood plain area) and upon written request of Lessor such other hazards and in such amounts as may be customary for comparable properties in the area and if available at commercially reasonable rates from insurance companies authorized to do business in the state in which the Leased Property is located. 28.1

General Insurance Requirements. During the Term, Tenant Subtenant shall at all times keep each the Leased PropertyPremises, and all property located in or on any the Leased PropertyPremises, including "Leasehold Improvements, Fixtures ," "Fixtures" and Tenant’s "Personal Property," of the Subtenant, as such terms are defined in the Master Lease, insured with the kinds and amounts of insurance described below. This insurance shall be written by companies authorized to do insurance business in the State in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) the holder of any mortgagepayee, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) by way of a standard form of mortgagee’s 's loss payable endorsement (i) Fee Mortgagee, or (ii) if no such Facility Mortgage mortgage encumbers the applicable fee interest in the Leased PropertyPremises, Lessor Prime Landlord and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor Prime Landlord and any Superior Mortgagee(s) each Facility Mortgagee as additional insureds. Losses shall be payable to Lessor Prime Landlord and/or Superior Facility Mortgagee as provided in ARTICLE XIVArticle XIV of the Master Lease. Any loss adjustment shall require the written consent of LessorSublandlord (to be withheld in its sole discretion), Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty ten percent (2010%) of the Facility’s Fair Market ValueValue of the Leased Premises. Evidence of insurance shall be deposited with Lessor Sublandlord and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s)Mortgagee. If any provision of any Facility Mortgage requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant Subtenant shall either pay to Lessor Sublandlord monthly the amounts required and Lessor Sublandlord shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by LessorSublandlord, Tenant Subtenant shall make such deposits directly with Prime Landlord or such Facility Mortgagee. The policies on each the Leased PropertyPremises, including the "Leasehold Improvements, ," "Fixtures" and Fixtures and Tenant’s "Personal Property" of Subtenant, shall insure against the following risks:

General Insurance Requirements. During the TermAll coverages described in this section shall (1) include Landlord, Tenant shall at all times keep each Leased PropertyLandlord's property manager, and all the members, managers, partners, trustees, officers, directors, shareholders, parents affiliates and subsidiaries of Landlord, its representatives, assigns, licensees, beneficiaries, agents and employees (the "Landlord Entities") as additional insured on the commercial general liability policy and as additional insured/loss payee on the property located insurance policy with respect to Landlord's interest in improvements and alterations; (2) be issued by an insurance company rated A-VII or on any Leased Property, including Leasehold Improvements, Fixtures better in "Best's Insurance Guide" and Tenant’s Personal Property, insured with the kinds and amounts of insurance described below. This insurance shall be written by companies authorized to do insurance business in the State of Washington; (3) be primary and provide that any insurance coverage maintained by Landlord shall be considered excess and non-contributing to the policies required by this section; (4) endeavor to provide Landlord with forty-five (45) days' notice of cancellation (ten (10) days for cancellation due to non-payment of premium); and (5) to the extent permitted by law, waive all rights of subrogation by the insurance carrier against Landlord. The certificates for such insurance policies shall be delivered to Landlord by Tenant upon the earlier of (x) Tenant's possession of the Premises, or (y) the Commencement Date of this Lease, and upon each renewal of such insurance throughout the term of this Lease. The coverage afforded to Landlord must be at least as broad as that afforded to Tenant and may not contain any terms, conditions, exclusions or limitations applicable to Landlord that do not apply to Tenant. If at any time during the Term the amount or coverage of insurance which Tenant is required to carry under this section is, in Landlord's reasonable judgment, materially less than the amount or type of insurance coverage typically carried by Tenants of properties located in the general area in which the applicable Leased Property is Premises are located, providedor if Tenant's use of the Premises changes with or without Landlord's consent, howeverLandlord shall have the right to require Tenant to increase the amount or change the types of insurance coverage required under this section. If Tenant fails to procure such insurance, that or to deliver such policies or certificates, Landlord may, after written notice to Tenant and expiration of a thirty (30) day cure period, at Landlord's option and in addition to Landlord's other remedies in the insurers event of a default by Tenant hereunder, procure and maintain insurance for such items and interests to protect Landlord in such amounts as Landlord may determine to be appropriate and any and all premiums paid or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect payable by Landlord therefore shall be deemed to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed be additional rent and shall be due on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) payment date of the Facility’s Fair Market Value. Evidence next installment of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, shall insure against the following risks:Rent hereunder.

General Insurance Requirements. During the Term, Tenant Lessee shall at all times keep each the Leased Property, and all property located in or on any the Leased Property, including Leasehold ImprovementsCapital Additions, the Fixtures and Tenant’s the Personal Property, insured with the kinds and amounts of insurance described below. This insurance shall be written by companies authorized to do insurance business in the State in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The liability type policies must name Lessor as an "additional insured." All property, loss payee (i) of rental and business interruption type policies shall name Lessor as "loss payee." Losses shall be payable to Lessor and/or Lessee as provided in Article XIV. In addition, the policies, as appropriate, shall name as an "additional insured" or "loss payee" the holder of any mortgage, deed of trust or other security agreement (“"Facility Mortgagee”") securing any indebtedness or any other Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII Article XXXVI (“"Facility Mortgage”") by way of a standard form of mortgagee’s 's loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIVendorsement. Any loss adjustment shall require the written consent of Lessor, TenantLessee, Leasehold Mortgagee and each Facility Mortgagee whenever Mortgagee; provided, however, that Lessor's consent shall not be required to adjust any loss, the amount in controversy of which is less than $10,000.00, so long as Lessee provides prior written notice to Lessor of Lessee's intent to make such loss exceeds twenty percent (20%) of the Facility’s Fair Market Valueadjustment. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant Lessee shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant Lessee shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, shall insure against the following risks:

General Insurance Requirements. During the Term, Tenant shall at all times during the Term keep each the Leased PropertyAssets, and all property located in or on any Leased Property, including Leasehold Capital Improvements, Fixtures [Landlord Retained Assets] and Tenant’s Personal Property, Tenant Assets insured with the kinds and amounts of insurance described below. This Each element of insurance described in this Article XI shall be maintained with respect to each Leased Asset and Tenant Asset and operations thereon. Tenant may not maintain any self-insurance as a substitute for the requirements set forth herein unless expressly approved by Landlord in writing in its sole and absolute discretion. The insurance required hereunder shall be written by companies authorized permitted to do insurance conduct business in the State applicable State. All third-party liability type policies must name Landlord as an “additional insured.” All property policies shall name Landlord as “loss payee” for its interests in which the applicable each Leased Property is located, provided, however, that the insurers or reinsurers issuing Asset. All business interruption policies covering general liability and/or professional liability claims (or providing reinsurance coverage shall name Landlord as “loss payee” with respect to such claims) need only to have such authorizations to do insurance business Rent only. In addition, the policies, as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (includingappropriate, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must shall name as an “additional insured” or “loss payee (i) payee” the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any indebtedness or any other Encumbrance placed on the applicable Leased Property Assets (“Facility Mortgage”) in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) Article XIV by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Propertyendorsement. Except as otherwise set forth herein, Lessor and, in the case of any commercial general liability and/or umbrella liability property insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment settlement shall require the written consent of LessorLandlord, Tenant, Leasehold Mortgagee and each Facility Mortgagee whenever (to the extent required under the applicable Facility Mortgage Documents) unless the amount of the loss exceeds twenty percent (20%) net of the Facility’s Fair Market Valueapplicable deductible is less than [  ] Dollars ($[  ]) in which event no consent shall be required. Evidence of insurance shall be deposited with Lessor Landlord and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of The insurance premiums policies required to be made with such Facility Mortgagee, carried by Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, hereunder shall insure against all the following risksrisks with respect to each Leased Asset:

General Insurance Requirements. During All Tenant's coverages described in this Exhibit A shall be endorsed to (i) provide Landlord with thirty (30) days' notice of cancellation or change in terms; (ii) waive all rights of subrogation by the Terminsurance carrier against Landlord; and (iii) be primary and non-contributing with Landlord's insurance. If at any time during the Term the amount or coverage of insurance which Tenant is required to carry under this Exhibit A is, Tenant shall at all times keep each Leased Propertyin Landlord's reasonable judgment, and all property materially less than the amount or type of insurance coverage typically carried by owners or tenants of properties located in the general area in which the Premises are located which are similar to and operated for similar purposes as the Premises or on any Leased Propertyif Tenant's use of the Premises should change with or without Landlord's consent, including Leasehold Improvements, Fixtures and Tenant’s Personal Property, insured with Landlord shall have the kinds and amounts right to require Tenant to increase the amount or change the types of insurance described below. This coverage required under this Exhibit A. All insurance policies required to be carried by Tenant under this Lease shall be written by companies rated AVII or better in "Best's Insurance Guide" and authorized to do insurance business in the State in which of California. Tenant shall deliver to Landlord on or before the applicable Leased Property is locatedTerm Commencement Date, providedand thereafter at least thirty (30) days before the expiration dates of the expired policies, howevercertified copies of Tenant's insurance policies, that or a certificate evidencing the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required same issued by the terms of this ARTICLE XIII (includinginsurer thereunder, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market Value. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant shall either pay fail to Lessor monthly procure such insurance, or to deliver such policies or certificates, Landlord may, at Landlord's option and in addition to Landlord's other remedies in the amounts required and Lessor shall transfer such amounts to each Facility Mortgageeevent of a default by Tenant under the Lease, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including procure the Leasehold Improvementssame for the account of Tenant, and Fixtures and Tenant’s Personal Property, the cost thereof (with interest thereon at the Default Rate) shall insure against the following risks:be paid to Landlord as Additional Rent.

General Insurance Requirements. During the Term, Tenant shall at all times keep each Leased Property, and all property located in or on any Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Personal Property, insured with the kinds and amounts of insurance described below. This insurance shall be written by companies authorized to do insurance business in the State in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market Value. Evidence above policies of insurance shall be deposited primary insurance and shall name City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Lessor andCompany’s insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against City, if requestedits officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing 30 days prior written notice by certified mail return receipt requested to City. In the event any of said policies of insurance are cancelled, Company shall, prior to the cancellation date, submit new evidence of insurance in conformance to City. No work or services under this Agreement shall commence until Company has provided City with any Superior LessorCertificates of Insurance, Leasehold Mortgagee additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and Facility Mortgagee(s)said Certificates of Insurance or binders are approved by City. If any provision City reserves the right to inspect complete, certified copies of any Facility Mortgage requires deposits endorsements to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. All certificates shall name City as additional insured (providing the appropriate endorsement) and shall conform to the following “cancellation” notice: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY SHALL MAIL 30-DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. [to be initialed] Company’s Initials City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Company performs; products and completed operations of Company; premises owned, occupied or used by Company; or any automobiles owned, leased, hired or borrowed by Company. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Company’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or Company shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. Company agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which Company may be held responsible for the payment of damages to any persons or property resulting from Company’s activities or the activities of any person or persons for which Company is otherwise responsible nor shall it limit Company’s indemnification liabilities as provided herein. In the event Company subcontracts any portion of the work contemplated by this Agreement, the contract between Company and such subcontractor shall require the subcontractor to maintain the same policies of insurance premiums that Company is required to be made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvementsmaintain, and Fixtures such certificates and Tenant’s Personal Property, endorsements shall insure against the following risks:be provided to City.

General Insurance Requirements. During the Term, Tenant shall at all times keep each Leased Property, and all property located in or on any Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Personal Property, insured with the kinds and amounts of insurance described below. This insurance shall be written by companies authorized to do insurance business in the State in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market Value. Evidence above policies of insurance shall be deposited primary insurance and the CGL and Automobile policies shall name the Authority, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by Authority or its officers, employees or agents shall apply in excess of, and not contribute with Lessor andConsultant’s insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the Authority, if requestedits officers, employees and agents and their respective insurers. The insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the Authority. In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Consultant has provided the Authority with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the Authority. The Authority reserves the right to inspect complete, certified copies of all required insurance policies at any Superior Lessortime. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to Authority. All certificates shall name the Authority as additional insured (providing the appropriate endorsement) and shall conform to the following “cancellation” notice: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, Leasehold Mortgagee THE ISSUING COMPANY SHALL MAIL THIRTY (30)-DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. [to be initialed] Agent’s Initials The Authority, its respective elected and Facility Mortgagee(s)appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or automobiles owned, leased, hired or borrowed by Consultant. If The coverage shall contain no special limitations on the scope of protection afforded to the Authority, and their respective elected and appointed officers, officials, employees or volunteers. Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Any deductibles or self-insured retentions must be declared to and approved by the Authority. At the option of the Authority, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the Authority or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any provision way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant’s activities or the activities of any Facility Mortgage requires deposits person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant’s indemnification liabilities as provided in Section 5.3. In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance premiums that the Consultant is required to be made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, maintain pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold ImprovementsSection 5.1, and Fixtures such certificates and Tenant’s Personal Property, endorsements shall insure against be provided to the following risks:Authority.

General Insurance Requirements. During the Term, Tenant shall at all times keep each the Leased Property, and all property located in or on any the Leased Property, including Leasehold Capital Improvements, the Fixtures and Tenant’s Personal Property, insured with the kinds and amounts of insurance described below. This Each element of insurance described in this Article shall be maintained with respect to the Leased Property of each Facility and Tenant’s Property and operations thereon. Such insurance shall be written by companies authorized permitted to do insurance conduct business in the State applicable State. All third party liability type policies must name Landlord as an “additional insured.” All property policies shall name Landlord as “loss payee” For its interests in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing each Facility. All business interruption policies covering general liability and/or professional liability claims (or providing reinsurance coverage shall name Landlord as “loss payee” with respect to such claims) need only Rent only. Property losses shall be payable to have such authorizations to do insurance business Landlord and/or Tenant as are required by applicable lawprovided in Article XIV. All companies providing insurance required by In addition, the terms of this ARTICLE XIII (includingpolicies, without limitationas appropriate, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must shall name as an “additional insured” and/or “loss payee (i) payee” each Permitted Leasehold Mortgagee and as an “additional insured” or “loss payee” the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any indebtedness or any other Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII Article XXXI (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Propertyendorsement. Except as otherwise set forth herein, Lessor and, in the case of any commercial general liability and/or umbrella liability property insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment settlement shall require the written consent of LessorLandlord, Tenant, Leasehold Mortgagee and each Facility Mortgagee whenever (to the extent required under the applicable Facility Mortgage Documents) unless the amount of the loss exceeds twenty percent (20%) net of the Facility’s Fair Market Valueapplicable deductible is less than Five Million Dollars ($5,000,000) in which event no consent shall be required. Evidence of insurance shall be deposited with Lessor Landlord and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of The insurance premiums policies required to be made with such Facility Mortgagee, carried by Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, hereunder shall insure against all the following risksrisks with respect to each Facility:

General Insurance Requirements. During the Term, Tenant shall at all times keep each Leased Property, and all property located in or on any Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Personal Property, insured with the kinds and amounts Every policy of insurance described below. This insurance required pursuant to this Lease shall be written by insurance companies authorized to do insurance business licensed in the State of Nevada to provide the type of coverage required, each of which shall be subject to the prior written approval of Landlord, which shall not be unreasonably withheld. Any insurance company designated and/or policy identified by Tenant in a written notice given to Landlord which is not disapproved in writing within ten days after submission shall be deemed approved. Each policy of insurance required pursuant to this Lease shall contain an endorsement providing that neither the applicable policy nor any coverage provided therein may be cancelled, reduced, diminished or otherwise abrogated in any manner or to any extent without first providing prior written notice to Landlord and such other persons with an interest in the Leased Property is locatedand/or this Lease as Landlord may have previously designated at least thirty days prior to cancellation, providedreduction, howeverdiminishment or abrogation. At the time provided for the procurement of insurance coverage as set forth in this Lease and not less than thirty days prior to the expiration of each policy, that Tenant shall deliver to Landlord originally executed certificates and, as soon thereafter as may be practicable, true and correct copies of the insurers original policies of insurance issued by the insuring company or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are companies evidencing all coverages, endorsements and policy limits required by applicable lawherein. All companies providing Each policy of insurance required by under the terms of this ARTICLE XIII (including, without limitation, Lease shall be written as a primary policy and not contributory policy with or in excess of any Captive Insurance Company) must have a rating at least as high as the rating policy that may be carried by Landlord. Every policy required by any applicable Facility Mortgagee. The policies must pursuant to this Lease shall name as insureds, Landlord and any other persons with an interest in the Leased Property and/or this Lease as Landlord may reasonably designate. Tenant shall carry insurance as required in this Lease in such amounts as will prevent the imposition of a co-insurance penalty in the event of loss, notwithstanding any other provision of this Lease. All policies required hereunder shall contain loss payee (i) the holder of any mortgage, deed of trust payable or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on similar endorsements so as to provide for the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market Value. Evidence payment of insurance proceeds as required in this Lease. No policy of insurance required to be carried by Tenant hereunder shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s)contain deductibles or self-insured retentions greater than Fifty Thousand Dollars ($50,000) without the prior written approval of Landlord. If any provision of any Facility Mortgage requires deposits of Tenant obtains insurance premiums to be made coverage with such Facility Mortgageedeductibles or self-insured retentions, Tenant shall either pay to Lessor monthly be solely responsible for the amounts payment of all deductible and self-insured sums. Tenant may provide any insurance required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, shall insure against the following risks:hereunder through blanket policies.

General Insurance Requirements. During the Term, Tenant shall at all times keep each Leased Property, and all property located in or on any Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Personal Property, insured with the kinds and amounts of insurance described below. This insurance shall be written by companies authorized to do insurance business in the State in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market Value. Evidence above policies of insurance shall be deposited primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents shall apply in excess of, and not contribute with Lessor andContractor’s insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, if requestedits officers, employees and agents and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of all required insurance policies at any Superior Lessortime. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following “cancellation” notice: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, Leasehold Mortgagee THE ISSUING COMPANY SHALL MAIL THIRTY (30)-DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. [to be initialed] Agent Initials City, its respective elected and Facility Mortgagee(s)appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Contractor performs; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. If The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Contractor agrees that the requirement to provide insurance shall not be construed as limiting in any provision way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor’s activities or the activities of any Facility Mortgage requires deposits person or persons for which the Contractor is otherwise responsible nor shall it limit the Contractor’s indemnification liabilities as provided in Section 5.3. In the event the Contractor subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same policies of insurance premiums that the Contractor is required to be made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, maintain pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold ImprovementsSection 5.1, and Fixtures such certificates and Tenant’s Personal Property, endorsements shall insure against the following risks:be provided to City.

General Insurance Requirements. During 9.2.1 All of the Termpolicies of insurance required to be maintained by Tenant under this Lease shall (a) be written in form satisfactory to Landlord and any Facility Mortgage and, Tenant shall at all times keep each Leased Property, and all property located in or on any Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Personal Property, insured with the kinds and amounts exception of insurance described below. This insurance shall be any policies written by a captive insurance program pursuant to Section 9.9, issued by insurance companies (i) with a policyholder and financial rating of not less than A- VII in the most recent version of Best’s Key Rating Guide and (ii) authorized to do insurance business in the State in which the applicable Leased Property is located, provided, however, Situs State; (b) provide that the insurers any insurance maintained by Landlord for or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claimsthe Premises shall be excess and noncontributory with Tenant’s insurance; and (c) need only to have such authorizations to do include a waiver of all rights of subrogation and recovery against Landlord. 9.2.2 All liability type policies (with the exception of Tenant’s workers’ compensation/employer’s liability insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Companyand professional liability insurance) must have a rating at least name Landlord, agents and managers, as high an “additional insured.” All property policies shall name Landlord as “loss payee.” All business interruption policies shall name Landlord as “loss payee” with respect to Rent only. Losses shall be payable to Landlord and/or Tenant as provided herein. In addition, the rating required by any applicable Facility Mortgagee. The policies must policies, as appropriate, shall name as an “additional insured” or “loss payee (i) the holder of payee” any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) Mortgagee by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIVendorsement. Any loss adjustment shall require the written consent of LessorLandlord, Tenant, Leasehold Mortgagee and each Facility Mortgagee whenever unless the amount of the loss exceeds twenty percent (20%) is less than $100,000 in which event no consent shall be required. 9.2.3 Tenant shall provide Landlord a satisfactory XXXXX evidencing the existence of the Facility’s Fair Market Value. Evidence insurance required by this Lease and showing the interest of insurance shall be deposited with Lessor and, if requested, with Landlord (and any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s)) prior to the commencement of the Term or, for a renewal policy, not less than ten (10) days prior to the expiration date of the policy being renewed. If any provision Landlord is provided with an XXXXX certificate and thereafter requests a complete copy of any Facility Mortgage requires deposits of insurance premiums to be made with such Facility Mortgageethe applicable policy, Tenant shall either pay provide a complete copy of such policy within ten (10) days of Landlord’s request. 9.2.4 Tenant’s obligations to Lessor monthly carry the amounts required insurance provided for herein may be brought within the coverage of a so-called “blanket” policy or policies of insurance carried and Lessor shall transfer such amounts to each maintained by Tenant; provided, however, that the coverage afforded Landlord will not be reduced or diminished or otherwise be materially different from that which would exist under a separate policy meeting all other requirements hereof by reason of the use of the blanket policy, and provided further that the requirements of this section (including satisfaction of the Facility Mortgagee’s requirements and the approval of the Facility Mortgagee) are otherwise satisfied, orand provided further that Tenant maintains specific allocations acceptable to Landlord. For any liability policies covering one or more other properties in addition to the Premises, pursuant to written direction by Lessor, Landlord may require excess limits as Landlord reasonably determines. 9.2.5 Tenant shall make such deposits directly with such Facility Mortgageeprovide to Landlord thirty (30) days’ written notice before the policy or policies in question required under this Article IX shall be materially altered, non-renewed or cancelled. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, shall insure against the following risks:9.3

General Insurance Requirements. During the TermTerm hereof, Tenant shall, at its own cost and expense, carry with companies satisfactory to Landlord, comprehensive public liability insurance in the Joint names of Landlord and Tenant covering the Premises and the use and occupancy thereof in such amount or amounts as may be reasonably required y Landlord from time to time but in no event less than One Million Dollars ($1,000,000.00) combined single limit for any one occurrence. Tenant shall also keep in force at all times keep each Leased Propertyits own cost and expense as set forth herein, fire, extended coverage, sprinkler and all property located in or water damage insurance on any Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Personal Propertypersonal property and other contents of the Premises, insured with including, but not limited to betterments and improvements made by Tenant, Tenant's inventory, trade fixtures, furnishings and other personal property whether or not removable by Tenant, in an amount sufficient to cover the kinds and amounts full replacement cost of insurance described belowsuch property. This insurance shall be written Tenant hereby waives any claim or right of action which it may have against Landlord for loss or damage covered by companies authorized to do insurance business in the State in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing any insurance required to be maintained by it pursuant t the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have Lease and covenants and agrees that it will obtain a rating at least waiver in writing from the carrier of such insurance releasing such carrier’s subrogation rights as high as the rating required by any applicable Facility Mortgageeagainst Landlord. The policies must name as loss payee (i) the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market Value. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums to be made with such Facility MortgageeIn addition, Tenant shall either keep in force xxxxxxx’x compensation or similar insurance to the extent required by law. Tenant shall deliver said policies or certificates thereof to Landlord before entering the Premises or within ten (10) days of the Commencement Date, whichever shall occur first and thereafter thirty (30) days prior to the expiration of any existing policy of insurance. Should Tenant fail to obtain or maintain in effect the insurance called for herein or to pay the premiums therefore or to Lessor monthly the amounts required and Lessor shall transfer such amounts deliver said policies, certificates or duplicates thereof to each Facility Mortgagee, or, pursuant to written direction by LessorLandlord, Tenant shall make indemnify and hold Landlord harmless from all loss or damage incurred by Landlord arising out of such deposits directly with such Facility Mortgageefailure and Landlord, may, at its election and in addition to any other remedy available to Landlord, procure said insurance and pay the requisite premiums therefore, in which event, Tenant shall pay to Landlord on demand as Additional Rent all sums so expended by Landlord. The Tenant shall cause each Insurer under the policies required hereunder to agree by endorsement on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, policy issued by it or by independent instrument furnished to Landlord that it will give Landlord fifteen (15) days prior written notice before the policy or policies in question shall insure against the following risks:be altered or canceled.

General Insurance Requirements. During the Term, Tenant shall at all times keep each the Leased PropertyImprovements that are central office locations, and all property located in or on any such Leased PropertyImprovements, including Leasehold Capital Improvements thereto (collectively, the “Insured Leased Improvements, Fixtures ”) and Tenant’s Personal 's Property, insured with the kinds and amounts of insurance described belowbelow at each location where the Insured Leased Improvements and the Tenant’s Property located therein have a combined estimated total value exceeding Five Hundred Thousand Dollars ($500,000.00) (“Insured Location”). This The $500,000.00 combined estimated total value amount (“Insurable Amount”) is subject to annual review by Tenant. Tenant may increase the Insurable Amount without first obtaining Landlord's consent so long as: (i) the increased Insurable Amount is consistent with Tenant's practice for its retained properties, and (ii) the increased Insurable Amount would not prevent Tenant from self-insuring its insurance obligations pursuant to Section 13.9 if it chose to do so. Otherwise, Tenant must obtain Landlord's consent, which will not be unreasonably withheld, delayed or conditioned, to increase the Insurable Amount. Each element of insurance described in this Article XIII shall be maintained with respect to the Insured Leased Improvements of each CLEC Facility and Tenant's Property and operations thereon at an Insured Location. Such insurance shall be written by companies authorized permitted to do insurance conduct business in the State in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable lawState. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The third party liability type policies must name Landlord as an “additional insured.” All property policies shall name Landlord as “loss payee (i) payee” for its interests in each CLEC Facility. Property losses shall be payable to Landlord and/or Tenant as provided in Article XIV. In addition, the policies, as appropriate, shall name as an “additional insured” and/or “loss payee” each Permitted Leasehold Mortgagee and as an “additional insured” or “loss payee” the holder of any mortgage, deed of trust or other security agreement (“CLEC Facility 6060 Mortgagee”) securing any indebtedness or any other Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII Article XXXI (“CLEC Facility Mortgage”) by way of a standard form of mortgagee’s 's loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Propertyendorsement. Except as otherwise set forth herein, Lessor and, in the case of any commercial general liability and/or umbrella liability property insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment settlement shall require the written consent of LessorLandlord, Tenant, Leasehold Mortgagee and each CLEC Facility Mortgagee whenever (to the extent required under the applicable CLEC Facility Mortgage Documents) unless the amount of the loss exceeds twenty percent (20%) net of the Facility’s Fair Market Valueapplicable deductible is less than Five Million Dollars ($5,000,000) in which event no consent shall be required. Evidence of insurance shall be deposited with Lessor Landlord and, if requested, with any Superior Lessor, Leasehold Mortgagee and CLEC Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of The insurance premiums policies required to be made with such Facility Mortgagee, carried by Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, hereunder shall insure against all the following risksrisks with respect to each Insured Location of a CLEC Facility:

General Insurance Requirements. During the Term, Tenant shall at all times keep each Leased Propertythe Facilities, and all property located in or on any Leased Propertythe Facilities, including Leasehold Improvementsall Capital Additions, Fixtures the FF&E and Tenant’s the Personal Property, insured with the kinds and amounts of insurance described below. Each element of the insurance described in this Article shall be maintained with respect to the Facilities and the Personal Property and operations thereon. This insurance shall be written by companies authorized to do insurance business in the State in which the applicable Leased Property is Facilities are located, provided, however, that the insurers or reinsurers issuing . All liability type policies covering general liability and/or (except professional liability claims (or providing reinsurance coverage and workers compensation) must name Landlord as an “additional insured” through an endorsement on the policy. All property, loss of rental and business interruption type policies shall name, through a policy endorsement, Landlord as “loss payee” to the extent of Landlord’s insurable interest therein with respect to such claims) need only the property required to have such authorizations be insured by Tenant. Losses shall be payable to do insurance business Landlord and/or Tenant as are required by applicable lawprovided in Article 15. All companies providing insurance required by In addition, the terms of this ARTICLE XIII (includingpolicies, without limitationas appropriate, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must shall name as an “additional insured” or “loss payee (i) payee” the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any indebtedness or any other Encumbrance placed on the applicable Leased Property Facilities in accordance with the provisions of ARTICLE XXXVIII Article 23 (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no endorsement; provided that Landlord delivers the name and address of any such Facility Mortgage encumbers Mortgagee to Tenant at least five (5) business days prior to the desired effective date of such endorsement. If required by any applicable Leased PropertyFacility Mortgagee, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment in excess of $500,000 shall require the written consent of Lessorthe Facility Mortgagee. Notwithstanding anything to the contrary in this Lease (but subject to the immediately following sentence), Tenantif requested by Landlord, Leasehold Tenant shall be obligated to comply with insurance requirements imposed on the Property and set forth in any Encumbrance, provided such requirements are customary in the industry for properties similar to the Facilities in the same general areas in which the Facilities are located, are customarily required by institutional lenders, are commercially reasonable and consistent with industry standards at the applicable time, and such insurance is available at commercially reasonable rates. Landlord agrees to use commercially reasonable efforts and cooperate with Tenant for the purpose of obtaining waivers from any Facility Mortgagee and otherwise securing any Facility Mortgagee whenever Mortgagee’s agreement that such coverage is in compliance with a Facility Mortgagee’s requirements; provided, however, if, despite such efforts, such waivers are not obtained, then the loss exceeds twenty percent (20%) provisions of the Facility’s Fair Market Valueimmediately preceding sentence will apply. Evidence of insurance shall be deposited with Lessor Landlord and, if requested, with any Superior Lessor, Leasehold Mortgagee and the Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, shall insure against the following risks:

General Insurance Requirements. During the Term, Tenant shall at all times keep each Leased Property, and all property located in or on any Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Personal Property, insured with the kinds and amounts of insurance described below. This insurance shall be written by companies authorized to do insurance business in the State in which the applicable Leased Property is located, provided, however, that the insurers or reinsurers issuing policies covering general liability and/or professional liability claims (or providing reinsurance coverage with respect to such claims) need only to have such authorizations to do insurance business as are required by applicable law. All companies providing insurance required by the terms of this ARTICLE XIII (including, without limitation, any Captive Insurance Company) must have a rating at least as high as the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) the holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor and, in the case of any commercial general liability and/or umbrella liability insurance coverages, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment shall require the written consent of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) of the Facility’s Fair Market Value. Evidence above policies of insurance shall be deposited primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Lessor andContractor’s insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, if requestedits officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any Superior Lessortime. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following “cancellation” notice: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, Leasehold Mortgagee THE ISSUING COMPANY SHALL MAIL THIRTY (30)-DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. [to be initialed] Agent’s Initials City, its respective elected and Facility Mortgagee(s)appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Contractor performs; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or any automobiles owned, leased, hired or borrowed by Contractor. If The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Contractor agrees that the requirement to provide insurance shall not be construed as limiting in any provision way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor’s activities or the activities of any Facility Mortgage requires deposits person or persons for which the Contractor is otherwise responsible nor shall it limit the Contractor’s indemnification liabilities as provided in Section 5.3. In the event the Contractor subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same policies of insurance premiums that the Contractor is required to be made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, maintain pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold ImprovementsSection 5.1, and Fixtures such certificates and Tenant’s Personal Property, endorsements shall insure against the following risks:be provided to City.

General Insurance Requirements. During the Term, All policies required to be carried by Tenant shall at all times keep each Leased Property, and all property located in or on any Leased Property, including Leasehold Improvements, Fixtures and Tenant’s Personal Propertycontractors, insured with the kinds subcontractors and amounts of movers hereunder must be issued by and binding upon an insurance described below. This insurance shall be written by companies company licensed or authorized to do insurance business in the State state in which the applicable Leased property is located with an A.M. Best’s Rating of at least “A-” “VIII” or better, unless otherwise acceptable to Landlord. Tenant will not do or permit anything to be done that would invalidate the insurance policies required. Liability insurance maintained by Tenant and Tenant’s contractors, subcontractors and movers will be primary coverage without right of contribution by any similar insurance that may be maintained by Landlord. The insurance that Tenant is required to carry under this Paragraph 17.1 may be held under a blanket policy. Liability insurance maintained by Tenant and Tenant’s contractors, subcontractors and movers will be primary coverage without right of contribution by any similar insurance that may be maintained by Landlord. Tenant’s liability insurance deductibles may not exceed $5,000, and Tenant’s property insurance deductibles may not exceed $25,000. Certificates of insurance, acceptable to Landlord, evidencing the existence and amount of each liability insurance policy required hereunder and Evidence of Property is locatedInsurance Form, providedXxxxx 27, however, evidencing property insurance as required will be delivered to Landlord prior to delivery or possession of the Premises and ten days prior to each renewal date. Certificates of insurance will include an endorsement for each policy showing that the Required Additional Insureds are included as additional insureds on liability policies (except employer’s liability). The Evidence of Property Insurance Form will name Landlord as loss payee for property insurance as respects Landlord’s interest in improvements and betterments. Further, the certificates must indicate that insurers or reinsurers issuing policies covering general liability and/or professional liability claims will endeavor to provide at least 30 days’ prior notice to Landlord and Landlord’s managing agent prior to any cancellation of coverage. If Tenant fails to provide evidence of insurance required to be provided by Tenant hereunder, prior to commencement of the term and thereafter during the term, within 10 days following Landlord’s request thereof, and 10 days prior to the expiration date of any such coverage, Landlord will be authorized (or providing reinsurance but not required) to procure such coverage in the amount stated with respect all costs thereof to such claims) need only be chargeable to have such authorizations to do insurance business as are required by applicable lawTenant and payable upon written invoice thereof. All companies providing The limits of insurance required by this lease, or as carried by Tenant, will not limit the terms liability of Tenant or relieve Tenant of any obligation thereunder, except to the extent provided for under Paragraph 18 below (Waiver of Claims; Waiver of Subrogation). Any deductibles selected by Tenant will be the sole responsibility of Tenant. In the event there is a change in any of the insurance industry’s forms required under this ARTICLE XIII Paragraph 17.1, or there is a significant change in the common insurance requirements of other institutional landlords (including, without limitation, any Captive Insurance Companyunrelated to Landlord) must have a rating at least as high for similar leased properties in the same geographic area as the rating required by any applicable Facility Mortgagee. The policies must name as loss payee (i) the holder of any mortgageProperty hereunder, deed of trust or other security agreement (“Facility Mortgagee”) securing any Encumbrance placed on the applicable Leased Property in accordance with the provisions of ARTICLE XXXVIII (“Facility Mortgage”) by way of a standard form of mortgagee’s loss payable endorsement or (ii) if no such Facility Mortgage encumbers the applicable Leased Property, Lessor andLandlord may, in its reasonable discretion, change the case insurance policy limits and forms which are required to be provided by Tenant; provided that such changes will be made to conform with such insurance industry changes or common insurance requirements of any commercial general liability and/or umbrella liability other (unrelated) institutional landlords. Landlord will not change required insurance coverageslimits or forms more often than once per calendar year, must name Lessor and any Superior Mortgagee(s) as additional insureds. Losses shall be payable to Lessor and/or Superior Mortgagee as provided in ARTICLE XIV. Any loss adjustment shall require will not change such required limits or forms before the written consent of Lessor, Tenant, Leasehold Mortgagee and Facility Mortgagee whenever the loss exceeds twenty percent (20%) 2nd anniversary of the Facility’s Fair Market Value. Evidence of insurance shall be deposited with Lessor and, if requested, with any Superior Lessor, Leasehold Mortgagee and Facility Mortgagee(s). If any provision of any Facility Mortgage requires deposits of insurance premiums to be made with such Facility Mortgagee, Tenant shall either pay to Lessor monthly the amounts required and Lessor shall transfer such amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor, Tenant shall make such deposits directly with such Facility Mortgagee. The policies on each Leased Property, including the Leasehold Improvements, and Fixtures and Tenant’s Personal Property, shall insure against the following risks:Commencement Date.