Common use of Insurance and Indemnity Clause in Contracts

Insurance and Indemnity. 20.1 Allegiant shall have in effect with financially viable and reputable insurers an aircraft liability insurance policy, including passenger liability coverage, having a liability limit of not less than Three Million Dollars ($3,000,000.00) per seat for any one occurrence for any Aircraft used under this Agreement. Additionally, Allegiant's aforementioned liability insurance policy shall provide coverage for any liability to third parties outside of the Aircraft for any Aircraft used under this Agreement. Allegiant shall cause its insurer to unconditionally waive subrogation and to name without limitation, Charterer, its parents, managers, officers, directors, employees, agents, subsidiaries and affiliated companies as additional insureds on all liability policies required hereunder or furnished in connection with Services provided hereunder, and shall deliver to Charterer a valid certificate of insurance ("Certificate") and a copy of the insurance policy endorsement evidencing compliance coverage herewith at least fourteen (14) days prior to the commencement of Allegiant's Services hereunder. This insurance protection afforded to the additional insureds shall provide the same protection and coverage as is provided to the primary insured on the policy and such insurance shall be primary and not secondary to any existing insurance coverage of any additional insured. Such Certificates shall contain provisions requiring the insurance carrier to give at least 30 days prior written notice to Charterer of any reduction in, or cancellation of, insurance coverage that has been so certified and unconditionally waiving the insurance carrier's rights of subrogation. Allegiant's failure to provide any Certificate required herein shall not relieve Allegiant of any obligation to cause the insurance coverage described herein to be provided. It shall be Allegiant's obligation to make certain that itself and its insurers have complied with the provisions of this Section. 20.2 Allegiant hereby agrees to defend, indemnify, release, save free and hold harmless Charterer, its parent and affiliated companies, their managers, agents, employees, officers, directors and subsidiaries from and against any and all claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments of any kind or nature by or in favor of anyone whomsoever and from and against any and all costs and expenses, including attorneys fees, resulting from or in connection with loss of life, bodily injury or damage to property arising directly or indirectly, out of or from or on account of the provision of Services pursuant to this Agreement, except when such claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments are due to the gross negligence or willful misconduct of Charterer, its subsidiaries, parent or affiliated companies, its managers, agents, employees, officers, directors or contractors. This indemnification shall be insured against by Allegiant and shall not be limited or restricted by any other provision of this Agreement, including but not limited to the insurance requirements. 20.3 Any obligations of indemnification, insurance and confidentiality shall survive the termination of this Agreement. 20.4 Allegiant shall invoice Charterer for the following insurance surcharges: (a) a [...***...] per passenger per segment fee (for passenger liability), to be invoiced pursuant to Section 8.2; (b) a [...***...] per departure charge (for ground liability), to be invoiced pursuant to Section 8.1; and (c) a [...***...] annual charge (for war risk hull), to be invoiced in the amount of [...***...] each twice monthly pursuant to Section 8.1. [...***...]

Insurance and Indemnity. 20.1 Allegiant At all times while Boise continues to be a vendor to OfficeMax, Boise shall purchase and maintain a commercial general liability (occurrence) policy, which policy shall include coverage for premises and operations; products and completed operations; contractual liability; broad form property damage, and personal injury liability. The policy shall have in effect a combined single limit for bodily injury and property damage of $5,000,000 each occurrence; $5,000,000 aggregate for products/completed operations; and $5,000,000 general aggregate. Umbrella/Excess limits may be used to comply with financially viable and reputable insurers an aircraft liability insurance policy, including passenger liability coverage, having a the general liability limit requirements. Boise's insurance company must have a minimum A.M. best Rating of A-VII or better. Insurance carried by Boise will be primary to any insurance carried by OfficeMax. Any other insurance or self-insurance maintained by Boise shall be in excess of and not less than Three Million Dollars contribute to Boise's insurance. As soon as possible ($3,000,000.00) January 1 for all succeeding years), Boise shall deliver to OfficeMax, or OfficeMax's designee per seat for any one occurrence for any Aircraft used under this Agreement. Additionallywritten instruction, Allegianta certificate from Boise's aforementioned liability insurance policy shall provide insurer evidencing the required coverage for any liability to third parties outside of the Aircraft for any Aircraft used under this Agreement. Allegiant shall cause its insurer to unconditionally waive subrogation and to name without limitation, Charterernaming OfficeMax Incorporated, its parentssubsidiaries, managersaffiliates, corporate parent, directors, officers, directors, employees, agents, subsidiaries and affiliated companies employees as additional insureds on all insured's with respect to liability policies required hereunder or furnished in connection with Services provided hereunder, and shall deliver to Charterer a valid certificate any claims of insurance ("Certificate") and a copy liability arising out of the insurance policy endorsement evidencing compliance coverage herewith at least fourteen (14) days prior sale of products to OfficeMax, including the commencement of Allegiant's Services hereunderdesign and manufacture thereof. This insurance protection afforded to the additional insureds The certificate shall provide on its face that the same protection and coverage as is provided policies it represents will not be terminated, amended, or allowed to the primary insured on the policy and such insurance shall be primary and not secondary to any existing insurance coverage of any additional insured. Such Certificates shall contain provisions requiring the insurance carrier to give at least expire without 30 days days' prior written notice to Charterer OfficeMax; and such certificate shall further provide on its face that the policies it represents contains a severability of any reduction ininterests clause, or cancellation ofgenerally providing, insurance coverage that has been so certified and unconditionally waiving “the insurance carrierafforded applies separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the company's rights liability”. Failure of subrogation. Allegiant's OfficeMax to demand such certificate or other evidence of full compliance with these insurance requirements or failure of OfficeMax to provide any Certificate required herein identify a deficiency from evidence that is provided shall not relieve Allegiant be construed as a waiver of any obligation to cause the insurance coverage described herein to be provided. It shall be AllegiantVendor's obligation to make certain that itself and its insurers have complied with the provisions of this Section. 20.2 Allegiant hereby maintain such insurance. Boise further agrees to defend, indemnify, release, save free indemnify and hold harmless Charterer, its parent and affiliated companies, their managers, agents, employees, officers, directors and subsidiaries from and against any and all claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments of any kind or nature by or in favor of anyone whomsoever and from and against any and all costs and expenses, including attorneys fees, resulting from or in connection with loss of life, bodily injury or damage to property arising directly or indirectly, out of or from or on account of the provision of Services pursuant to this Agreement, except when such claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments are due to the gross negligence or willful misconduct of ChartererOfficeMax, its subsidiaries, parent or affiliated companiesaffiliates, its managerscorporate parent, agents, employeesdirectors, officers, directors and employees from and against all causes of action, claims, liabilities, costs, and expenses of any kind, whether actual or contractors. This indemnification shall be insured against by Allegiant and shall not be limited or restricted by any other provision of this Agreementalleged, including but not limited court costs and attorneys fees, arising out of or related to any products or goods sold by Boise to OfficeMax, except where such claim is wholly attributable to the insurance requirementsfault of OfficeMax. 20.3 Any obligations of indemnification, insurance and confidentiality shall survive the termination of this Agreement. 20.4 Allegiant shall invoice Charterer for the following insurance surcharges: (a) a [...***...] per passenger per segment fee (for passenger liability), to be invoiced pursuant to Section 8.2; (b) a [...***...] per departure charge (for ground liability), to be invoiced pursuant to Section 8.1; and (c) a [...***...] annual charge (for war risk hull), to be invoiced in the amount of [...***...] each twice monthly pursuant to Section 8.1. [...***...]

Insurance and Indemnity. 20.1 Allegiant 5.1 To the fullest extent permitted by law, the Subcontractor shall have in effect with financially viable indemnify and reputable insurers an aircraft liability insurance policyhold harmless the Contractor, Architect/Engineer, the Owner and their agents, consultants and employees (the Indemnities) from all claims for bodily injury and property damage that may arise from the performance of the Subcontract Work, including passenger liability coveragereasonable attorneys’ fees, having costs and expenses, to the extent caused by the acts or omissions of the Subcontractor, the Subcontractor’s sub‐subcontractors, suppliers, or anyone employed directly or indirectly by any of them or by anyone for whose acts any of them may be liable. 5.2 Before commencing the Subcontract Work, and as a liability limit condition of not less than Three Million Dollars ($3,000,000.00) per seat for any one occurrence for any Aircraft used payment, the Subcontractor shall purchase and maintain insurance that will protect it from the claims arising out of its operations under this Agreement, whether the operations are by the Subcontractor, or any of its consultants or subcontractors or anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable. Additionally, Allegiant's aforementioned liability insurance policy Subcontractor shall provide coverage for any liability to third parties outside of the Aircraft for any Aircraft used under this Agreement. Allegiant shall cause its insurer to unconditionally waive subrogation and to name without limitation, Charterer, its parents, managers, officers, directors, employees, agents, subsidiaries and affiliated companies as additional insureds on all liability policies required hereunder or furnished in connection with Services provided hereunder, and shall deliver to Charterer Contractor a valid certificate of insurance ("Certificate") and demonstrating all required coverages have been purchased. Subcontractor shall also provide a copy of all endorsements demonstrating such coverages. 5.3 The Subcontractor shall procure and maintain with insurance companies licensed in the insurance policy endorsement evidencing compliance coverage herewith jurisdiction in which the Project is located and acceptable to the Contractor, which acceptance shall not be unreasonably withheld, at least fourteen the limits of liability as set forth in Attachment 1. 5.4 Commercial General Liability Insurance may be arranged under a single policy for the full limits required or by a combination of underlying policies with the balance provided by an Excess or Umbrella Liability policy. The Contractor and Owner shall be named as Additional Insured under each policy. The foregoing policies shall contain a provision that coverage afforded under the policies will not be canceled or not renewed until at least thirty (1430) days days’ prior written notice has been given to the Contractor. Certificates of Insurance acceptable to the Contractor shall be filed with the Contractor prior to the commencement of Allegiant's Services hereunder. This Work. 5.5 The Subcontractor shall maintain completed operations liability insurance protection afforded for three years after acceptance of Subcontract Work, substantial completion of the Project, or to the additional insureds time required by the Subcontract Documents, whichever is longer. The Subcontractor shall provide furnish the same protection Contractor evidence of such insurance at the time of completion of the Subcontract Work. 5.6 The Contractor and coverage as is provided Subcontractor waive all rights against each other and against the Owner, the Architect/Engineer, separate contractors, and all other subcontractors for damages caused by fire or other perils to the primary insured on extent covered by Builders Risk or any other property insurance, except such rights as they may have to the policy proceeds of such insurance. 5.7 In addition to the coverages provided in Attachment 2, the Subcontractor shall secure workers’ compensation coverage or purchase insurance from a company authorized to do business in the state in which the Project is located that protects the Contractor from claims under workers’ compensation, disability benefit and such insurance shall be primary other similar employee benefit acts applicable to the Subcontractor’s Work, and not secondary to any existing insurance coverage claims for damages because of any additional insured. Such Certificates shall contain provisions requiring the insurance carrier to give at least 30 days prior written notice to Charterer of any reduction inbodily injury, occupational sickness or disease, or cancellation ofdeath of the Subcontractor’s employees, insurance coverage that has been so certified and unconditionally waiving which may arise out of or result from the insurance carrier's rights Subcontractor’s Work, whether such work is performed by the Subcontractor, by a sub‐subcontractor, or by anyone directly or indirectly employed by any of subrogation. Allegiant's failure to provide them, or by anyone for whose acts any Certificate required herein shall not relieve Allegiant of any obligation to cause the insurance coverage described herein to them may be provided. It shall be Allegiant's obligation to make certain that itself and its insurers have complied with the provisions of this Sectionliable. 20.2 Allegiant hereby agrees 5.8 To the fullest extent permitted by law, and in addition to the other indemnity obligations in this Article 5, the Subcontractor shall indemnify, defend, indemnify, release, save free and hold harmless Chartererthe Contractor, its parent and affiliated companies, their managers, the Contractor’s agents, employees, officers, directors and subsidiaries the Contractor’s employees from and against any and all claims, suitslosses, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlementsexpenses, and judgments of any kind or nature by or in favor of anyone whomsoever and from and against any and all costs and expenses, including attorneys fees, resulting from or in connection with loss of life, bodily injury or damage to property arising directly or indirectly, out of or from or on account of the provision of Services pursuant to this Agreement, except when such claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments are due to the gross negligence or willful misconduct of Charterer, its subsidiaries, parent or affiliated companies, its managers, agents, employees, officers, directors or contractors. This indemnification shall be insured against by Allegiant and shall not be limited or restricted by any other provision of this Agreement, including but not limited to attorneys’ fees, arising out of any claim brought against the insurance requirementsContractor by an employee of Subcontractor, its sub‐subcontractors or suppliers, regardless of whether such claim may be covered by any applicable workers compensation insurance. In any claim against the Contractor, the Contractor’s agents, or the Contractor’s employees by any employee of Subcontractor or anyone for whose acts the Subcontractor may be liable, Subcontractor’s indemnification obligation is not limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for the Subcontractor under workers’ compensation acts, disability benefit acts, or other employee benefit acts. 20.3 Any 5.9 The indemnification obligations of indemnificationthis subcontract shall not be limited by a limitation on amount or type of damages, insurance and confidentiality shall survive the termination of this Agreement. 20.4 Allegiant shall invoice Charterer compensation, or benefits payable by or for the following insurance surcharges: (a) Contractor or a [...***...] per passenger per segment fee (for passenger liability)Subcontractor under workers compensation act, to be invoiced pursuant to Section 8.2; (b) a [...***...] per departure charge (for ground liability)disability benefit acts, to be invoiced pursuant to Section 8.1; and (c) a [...***...] annual charge (for war risk hull), to be invoiced in the amount of [...***...] each twice monthly pursuant to Section 8.1. [...***...]or other employee benefits acts.

Insurance and Indemnity. 20.1 Allegiant Landlord agrees to purchase and keep in full force and effect insurance on Landlord's buildings, fixtures and leasehold improvements located on the Premises against fire and such other risks as may be included in its extended coverage insurance covering up to one hundred percent (100%) of the replacement costs of the buildings, fixtures and leasehold improvements located on the Premises with vandalism and malicious mischief coverage. Tenant shall have pay as Additional Rent hereunder the cost of said insurance. Tenant, at its expense, shall maintain and keep in effect with financially viable and reputable insurers an aircraft at all times while it is occupying the Premises, the following insurance coverage: (a) comprehensive general liability insurance policyand property insurance in which the limits of public liability shall not be less than $3,000,000.00 per person and per accident, including passenger and in which the limit of property damage shall not be less than $1,000,000.00. The policy shall also include contractual liability coveragecovering the indemnity provisions of this Lease, having premises operations liability, independent contractors liability, personal injury liability, civil assault and battery coverage and such other coverage as the Landlord may reasonably require from time to time that are customarily carried by responsible comparable tenants in comparable buildings in Holliston, Massachusetts; (b) workers' compensation insurance as required by statute, and employers' liability insurance in which the liability limits shall not be less than $1,000,000.00 for bodily injury by accident, each accident; $1,000,000.00 bodily injury by disease, each disease; and $2,000,000.00 bodily injury by disease, policy aggregate; (c) automobile liability insurance with a liability combined single limit of not less than Three Million Dollars $1,000,000.00 for each accident applying to all owned, hired and non- owned vehicles; Such policies ($3,000,000.00except the workers' compensation and employers' liability) per seat for shall name the Landlord, any one occurrence for any Aircraft used under this Agreement. Additionally, Allegiant's aforementioned liability insurance policy shall provide coverage for any liability to third other parties outside of the Aircraft for any Aircraft used under this Agreement. Allegiant shall cause its insurer to unconditionally waive subrogation and to name without limitation, Charterer, its parents, managers, officers, directors, employees, agents, subsidiaries and affiliated companies in interest designated by Landlord as additional insureds on all liability policies required hereunder or furnished in connection with Services provided hereunderinsureds, and the Tenant as the insured party, and shall deliver to Charterer contain a valid certificate of insurance ("Certificate") and a copy of clause that the insurance policy endorsement evidencing compliance coverage herewith insurer shall not cancel such policies without at least fourteen thirty (1430) days prior to the commencement of Allegiant's Services hereunder. This insurance protection afforded to the additional insureds shall provide the same protection and coverage as is provided to the primary insured on the policy and such insurance shall be primary and not secondary to any existing insurance coverage of any additional insured. Such Certificates shall contain provisions requiring the insurance carrier to give at least 30 days prior written notice to Charterer Landlord and shall be issued by insurers of any reduction in, or cancellation of, recognized responsibility licensed to do business in the Commonwealth of Massachusetts. Tenant shall deliver to Landlord certificates of such insurance coverage that has been so certified and unconditionally waiving prior to the insurance carrier's rights date Tenant takes possession of subrogationthe Premises under this Lease, and, at least thirty (30) days before any such policy shall expire, Tenant shall deliver a certificate of replacement policy to Landlord. Allegiant's failure to provide any Certificate required herein Tenant shall not relieve Allegiant be required to carry plate glass insurance covering breakage of any obligation to cause plate glass on the insurance coverage described herein to be provided. It exterior and interior of the Premises, but shall be Allegiant's obligation required to make certain that itself and repair and/or replace any plate glass breakage as expeditiously as possible, unless caused by the negligence or willful misconduct of Landlord or its insurers have complied with the provisions of this Section. 20.2 Allegiant hereby agrees to defend, indemnify, release, save free and hold harmless Charterer, its parent and affiliated companies, their managers, agents, employees, officerscontractors or others for whom Landlord is legally responsible (collectively "Landlord's Affiliates"), directors in which case such repair and/or replacement shall be Landlord's responsibility. Repairs and/or replacement of any plate glass shall be of like kind and subsidiaries quality. (a) any equipment or appurtenances becoming out of repair; (b) the Premises being out of repair; (c) injury or damage done or occasioned by wind, water, flooding, freezing, fire, explosion, excessive heat or cold, vandalism, riot or disorder or other casualty; (d) any defect in or failure in the utility connections, plumbing equipment, heating equipment, air conditioning equipment, electric wiring, utilities, steam pipes, stairs, railings or walls; (e) broken glass; (f) the bursting, leaking, backup, or running of any water closet, sewer pipe, waste pipe, drain, cooling, coil or any other pipe or tank; (g) the escape of steam or hot water; (h) water, snow or ice being upon or coming through the roof, stairs or walks of the Premises; (i) the falling of any fixture, plaster or stucco; and (j) any act, omission, or negligence of other persons in the Premises, provided however, that such waiver shall not apply to conditions existing on the Commencement Date. Tenant agrees to indemnify, defend and hold harmless Landlord and their agents and employees, from and against any and all claims, suits, damages, liabilities, fineslosses, penalties, proceedings, orders, decrees, settlements, damages and judgments of expenses for injury to or death to any kind person or nature by or in favor of anyone whomsoever and from and against any and all costs and expenses, including attorneys fees, resulting from or in connection with loss of life, bodily injury or damage to property arising directly in or indirectly, out of or from or on account of upon the provision of Services pursuant to this AgreementPremises, except when for such claims, suits, damages, liabilities, fineslosses, penalties, proceedings, orders, decrees, settlements, damages and judgments are due to expenses which result from the gross negligence or willful misconduct of ChartererLandlord or Landlord's Affiliates, or with respect to claims, liabilities, losses, damages and expenses resulting from Landlord's failure to fulfill its subsidiariesobligations under this Lease, parent all as finally determined by a court of competent jurisdiction. It is further understood and agreed that all property kept, stored or affiliated companies, its managers, agents, employees, officers, directors maintained in or contractors. This indemnification upon the Premises (excluding property of Landlord or Landlord's Affiliates) shall be insured at the risk of Tenant. The foregoing indemnity shall be in addition to Tenant's obligation to supply the insurance as required in this Article and not in discharge of or substitution for same. Landlord agrees to indemnify, defend and hold harmless Tenant from and against all claims, liabilities, losses, damages and expenses for injury to or death to any person or loss of or damage to property in or upon the Premises, which result from the acts or omissions of Landlord or Landlord's Affiliates, or with respect to claims, liabilities, losses, damages and expenses resulting from Landlord's failure to fulfill its obligations under this Lease, all as finally determined by Allegiant a court of competent jurisdiction. Landlord agrees to indemnify and hold Tenant harmless from and against any and all liability due to its compliance or failure to comply with Acts, or the compliance or failure to comply with the Acts by owners or occupants of the Premises prior to the date hereof. Included in the foregoing indemnity are losses and damages arising out of any claims, suits, causes of action, costs and fees related to such liabilities, provided that nothing contained herein shall prevent Landlord from contesting any such liability in good faith, provided it has the financial capability to do so, and provided further that any such contest would not be limited or restricted by result in a material adverse effect to Tenant's business operations at the Premises. Notwithstanding any other provision of this Agreementhereof, including but not limited Landlord and Tenant waive all rights to the recover against each other for any loss or damage arising from any cause covered by any insurance requirements. 20.3 Any obligations of indemnification, insurance and confidentiality shall survive the termination of this Agreement. 20.4 Allegiant shall invoice Charterer for the following insurance surcharges: (a) a [...***...] per passenger per segment fee (for passenger liability), required to be invoiced carried by each of them pursuant to Section 8.2; (b) a [...***...] per departure charge (for ground liability), this Article 16 or any other insurance actually carried by each of them. Landlord and Tenant will cause their respective insurers to be invoiced pursuant issue appropriate waiver of subrogation rights endorsements to Section 8.1; and (c) a [...***...] annual charge (for war risk hull), to be invoiced all policies of insurance carried in connection with the amount Building or the Premises or the contents of [...***...] each twice monthly pursuant to Section 8.1. [...***...]either of them.

Insurance and Indemnity. 20.1 Allegiant In performance of his or her duties under this AGREEMENT as MEDICAL DIRECTOR only and not in the performance as an attending physician, FACILITY agrees that PROVIDER will be extended coverage under FACILITY comprehensive general and professional liability insurance. Said coverage will not in any event extend to cover the rendering of professional services as a physician for claims arising out of acts, errors, or omissions by said PROVIDER while acting as an attending physician. While acting as an attending physician, PROVIDER, shall have in effect with financially viable maintain at all times throughout the term of this AGREEMENT, such insurance as will fully protect him or her from all acts, errors, or omissions subject to the minimum coverage requirements set forth below. The parties each agree to maintain general and reputable insurers an aircraft professional liability insurance policyamounts required by the laws of this State, including passenger liability coverage, having a liability limit of not but no less than Three Million Dollars ($3,000,000.00) 1,000,000 per seat for any one incident or injury to persons and $3,000,000 aggregate per year and $100,000 each occurrence for any Aircraft used under this Agreementproperty damage coverage. Additionally, Allegiant's aforementioned liability PROVIDER may satisfy coverage requirements through a program of self-insurance policy and / or reinsurance. PROVIDER shall provide coverage for any liability to third parties outside of the Aircraft for any Aircraft used under this Agreement. Allegiant shall cause its insurer to unconditionally waive subrogation and to name without limitation, Charterer, its parents, managers, officers, directors, employees, agents, subsidiaries and affiliated companies as additional insureds on all liability policies required hereunder or furnished in connection with Services provided hereunder, and shall deliver to Charterer FACILITY a valid certificate of insurance ("Certificate") reflecting said coverage, naming FACILITY as an additional insured, and a copy providing that the FACILITY will receive notice of the insurance policy endorsement evidencing compliance coverage herewith at least fourteen (14) days prior any cancellation, restrictions, limitations, or modifications to the commencement of Allegiant's Services hereundercoverage contemplated herein. This insurance protection afforded to the additional insureds shall provide the same protection and coverage as is provided to the primary insured on the policy and such PROVIDER’S insurance shall be primary and not secondary to any existing insurance coverage of any additional insuredwhile performing duties as an attending physician. Such Certificates shall contain provisions requiring the insurance carrier to give at least 30 days prior written notice to Charterer of any reduction in, or cancellation of, insurance coverage that has been so certified and unconditionally waiving the insurance carrier's rights of subrogation. Allegiant's failure to provide any Certificate required herein shall not relieve Allegiant of any obligation to cause the insurance coverage described herein to be provided. It shall be Allegiant's obligation to make certain that itself and its insurers have complied with the provisions of this Section. 20.2 Allegiant hereby PROVIDER agrees to defend, indemnify, releasesave harmless, save free and hold harmless Chartererdefend the County of XxXxxxx, its parent and affiliated companies, their managerselected officials, agents, employeesservants, officersand employees and each of them against, directors hold it and subsidiaries them harmless from and against any and all lawsuits, claims, suits, damagesdemands, liabilities, fineslosses, penalties, proceedings, orders, decrees, settlements, and judgments of any kind or nature by or in favor of anyone whomsoever and from and against any and all costs and expenses, including attorneys court costs and attorney’s fees, for or on account of any injury to person, or death at any time resulting from such injury, or damage to property which may arise or which may be alleged to have arisen out of or in connection with loss the performance of lifethis AGREEMENT. The forgoing indemnity shall apply except if such injury, bodily injury death, or damage to property arising is caused directly by the willful or indirectly, out of or from or on account wanton conduct of the provision of Services pursuant to this Agreement, except when such claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments are due to the gross negligence or willful misconduct of ChartererFACILITY, its subsidiaries, parent or affiliated companies, its managers, agents, employeesservices, officers, directors or contractors. This indemnification shall be insured against by Allegiant and shall not be limited employees or restricted by any other provision of this Agreement, including but not limited to the insurance requirementsperson indemnified hereunder. 20.3 Any obligations of indemnification, insurance and confidentiality shall survive the termination of this Agreement. 20.4 Allegiant shall invoice Charterer for the following insurance surcharges: (a) a [...***...] per passenger per segment fee (for passenger liability), to be invoiced pursuant to Section 8.2; (b) a [...***...] per departure charge (for ground liability), to be invoiced pursuant to Section 8.1; and (c) a [...***...] annual charge (for war risk hull), to be invoiced in the amount of [...***...] each twice monthly pursuant to Section 8.1. [...***...]

Insurance and Indemnity. 20.1 Allegiant shall have in effect with financially viable 6.1 Tenant agrees to indemnify and reputable insurers an aircraft liability insurance policysave harmless Landlord from and against all claims, including passenger liability coverageliabilities, having a liability limit losses, demands, damages or expenses of not less than Three Million Dollars ($3,000,000.00) per seat for any one occurrence for any Aircraft used under this Agreement. Additionallywhatever nature, Allegiant's aforementioned liability insurance policy shall provide coverage for any liability to third parties outside except those resulting from the gross negligence of the Aircraft for any Aircraft used under this Agreement. Allegiant shall cause Landlord or its insurer to unconditionally waive subrogation and to name without limitationagents, Charterercontractors, its parents, managers, officers, directors, or employees, arising from any act, omission or negligence of Tenant, or Tenant’s agents, subsidiaries and affiliated companies as additional insureds on all liability policies required hereunder contractors, or furnished employees, or arising from any accident, injury or damage whatsoever caused to any person, or to the property of any person, occurring during the term hereof in connection or about the Leased Premises or for Tenant’s failure to comply with Services provided hereunderthe terms of this Lease. Landlord, and shall deliver to Charterer a valid certificate of insurance ("Certificate") and a copy of the insurance policy endorsement evidencing compliance coverage herewith at least fourteen (14) days prior to from the commencement of Allegiant's Services hereunder. This insurance protection afforded to the additional insureds shall provide the same protection and coverage as is provided to the primary insured on the policy and such insurance shall be primary and not secondary to any existing insurance coverage of any additional insured. Such Certificates shall contain provisions requiring the insurance carrier to give at least 30 days prior written notice to Charterer of any reduction inTenant’s occupancy, or cancellation of, insurance coverage that has been so certified and unconditionally waiving the insurance carrier's rights of subrogation. Allegiant's failure to provide any Certificate required herein shall not relieve Allegiant of any obligation to cause the insurance coverage described herein to be provided. It shall be Allegiant's obligation to make certain that itself and its insurers have complied with the provisions of this Section. 20.2 Allegiant hereby agrees to defend, indemnify, release, indemnify and save free and hold harmless Charterer, its parent and affiliated companies, their managers, agents, employees, officers, directors and subsidiaries Tenant from and against any and all claimsclaims of whatever nature, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments of any kind or nature by or in favor of anyone whomsoever and from and against any and all costs and expenses, including attorneys fees, except those resulting from the negligent or in connection with loss intentional acts of lifeTenant, bodily injury its agents, contractors or damage to property employees, arising directly or indirectly, out of or from or on account of the provision of Services pursuant to this Agreement, except when such claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments are due to the gross negligence or willful misconduct of Charterer, its subsidiaries, parent Landlord or affiliated companies, its managers, agents, employees, officers, directors or contractorsfor Landlord’s failure to comply with the terms of this Lease. This indemnification indemnity and hold harmless agreement shall include indemnity against all costs, expenses, attorney fees and/or liabilities in, or connected with, any such claim or proceeding brought thereon in defense thereof. 6.2 Tenant shall provide and maintain during the term hereof, for the benefit of Landlord and Tenant, public liability and property damage insurance in the usual form for the protection of itself and Landlord against injury caused to persons or property by reason of its occupancy of the Leased Premises, with limits of not less than TWO MILLION DOLLARS ($2,000,000.00) per personal injury and ONE MILLION DOLLARS ($1,000,000.00) for property damage, and, in addition, in like amounts covering Tenant’s contractual liability under the aforesaid hold harmless clause as provided in Section 6.1 above. 6.3 From and after the commencement date of the Lease and throughout the residue of the term of the Lease, Tenant shall procure and pay for windstorm, fire and extended coverage insurance, insuring the building upon the Leased Premises of not less than the full replacement value thereof in a responsible insurance company authorized to do business in the State of Indiana. Such insurance policies shall insure against loss or damage from fire, windstorm, tornado, hail, disaster, earthquake, vandalism, riot, malicious mischief (and including boiler insurance and war risk insurance if then available), insurance against flood if required by the Federal Flood Disaster Protection Act of 1973 and Regulations issued thereunder, and such other insurance as commonly maintained by those whose business, improvement to and use of the Leased Premises is similar to that of Tenant. Such insurance shall contain the so-called Replacement Cost or Restoration Endorsement, and a provision to the effect that the waiver of subrogation rights by the insured does not void the coverage. Said insurance policies shall be insured against issued in the joint names of Landlord and Tenant as the insured, and any mortgagee of Landlord, if so requested. Tenant shall also provide and keep in place such insurance as may be required by Allegiant law, including, without limitation, worker’s compensation insurance. 6.4 Each of the insurance policies shall be in a form reasonably satisfactory to Landlord and shall carry an endorsement that before changing or canceling any policy the insurance company issuing the same shall give Landlord at least ten (10) days prior written notice, and Tenant shall be required to furnish Landlord with an acceptable replacement policy before the effective date of any such cancellation. Duplicate originals or certificates of all such insurance policies shall be delivered to Landlord. The first policy shall be issued prior to or on the Commencement Date, and all renewals thereof shall be issued at least ten (10) days prior to the expiration of the then existing policies. 6.5 Tenant agrees that all leasehold improvements and personal property of any type or nature owned by it, in, on or about the Leased Premises shall be at the sole risk and hazard of Tenant. Without intending hereby to eliminate the generality of the foregoing, Tenant agrees that Landlord shall not be limited liable or restricted responsible for any loss of or damage to Tenant, or anyone claiming under or through Tenant, or otherwise, whether caused by or resulting from any peril required to be insured hereunder, or from water, steam, gas, leakage, plumbing, electricity or electrical apparatus, pipe or apparatus of any kind, the elements or other provision similar or dissimilar causes, and whether or not originating in the Leased Premises or elsewhere, provided such damage or loss is not the result of this Agreement, including but not limited to the insurance requirementsany negligent or intentional act of Landlord. 20.3 Any obligations of indemnification, insurance and confidentiality shall survive the termination of this Agreement. 20.4 Allegiant shall invoice Charterer for the following insurance surcharges: 6.6 Whenever (a) a [...***...] per passenger per segment fee (for passenger liability)any loss, cost, damage or expense resulting from fire, explosion or any other casualty or occurrence is incurred by either of the parties to be invoiced pursuant to Section 8.2; this Lease or anyone claiming by, through or under them in connection with the Leased Premises and (b) a [...***...] per departure charge such party is then either covered in whole or in part by insurance with respect to such loss, cost, damage or expenses (for ground liabilityor is required under this Lease to be so insured), then the party so insured (or so required) hereby releases the other party from any liability said other party may have on account of such loss, cost, damage or expense to the extent of any amount recovered by reason of such insurance (or which could have been recovered had insurance been carried as so required) and waives any right of subrogation which might otherwise exist in or accrue to any person on account thereof, provided that such release of liability and waiver of the right of subrogation shall not be invoiced pursuant operative in any case if the effect thereof is to Section 8.1; and invalidate such insurance coverage or increase the cost thereof (cprovided that in the case of increased cost, the other party shall have the right, within thirty (30) a [...***...] annual charge (for war risk hull)days following written notice, to be invoiced pay such increased cost thereon, thereupon keeping such release and waiver in the amount of [...***...] each twice monthly pursuant to Section 8.1. [...***...]full force and effect).

Insurance and Indemnity. 20.1 Allegiant shall have 6.1 At all times during the tenn of this Agreement, Contractor will carry and maintain in full force and effect Workers Compensation insurance as required by applicable law covering all personnel engaged in the furnishing of Services under this Agreement including Employers Liability Insurance in an amount not less than five hundred thousand dollars ($500,000). Contractor agrees to furnish US Airways with financially viable certificates evidencing this insurance required under this provision. 6.2 At all times during the term of this Agreement, Contractor will carry and reputable insurers an aircraft maintain in full force and effect Comprehensive General Liability Insurance for bodily injury including personal injury and property and automobile liability insurance policy, including passenger coverage for owned and non-owned vehicles with a combined single limit of liability coverage, having a liability limit of not less than Three Million Dollars two million dollars ($3,000,000.002,000,000) per seat for any one occurrence for any Aircraft used under this Agreement. Additionally, Allegiant's aforementioned liability insurance policy shall provide coverage for any liability to third parties outside of the Aircraft for any Aircraft used under this Agreement. Allegiant shall cause its insurer to unconditionally waive subrogation and to name without limitation, Charterer, its parents, managers, officers, directors, employees, agents, subsidiaries and affiliated companies as additional insureds on all liability policies required hereunder or furnished in connection with Services provided hereunder, and shall deliver to Charterer a valid certificate of insurance ("Certificate") and a copy of the insurance policy endorsement evidencing compliance coverage herewith at least fourteen (14) days prior Prior to the commencement of Allegiant's Services hereunderunder this Agreement, Contractor agrees to furnish US Airways with certificates evidencing that Contractor has the insurance required under this provision. This Each policy will (1) be primary without right of contribution from any other insurance protection afforded to that is carried by US Airways, (2) name US Airways and the Airport Authority as additional insureds, (3) contain a waiver of subrogation in favor of the additional insureds shall insureds, (4) contain a provision requiring Contractor's insurers to provide the same protection and coverage as is provided to the primary insured on the policy and US Airways with written notice of any cancellation or adverse material change in such insurance shall and that such cancellation or adverse material change will not be primary and not secondary effective with respect to any existing insurance coverage of any additional insured. Such Certificates shall contain provisions requiring the insurance carrier to give at least 30 US Airways for thirty (30) days prior after such written notice is given, (5) contain a breach of warranty clause in favor of the additional insureds, and (6) be endorsed to Charterer of any reduction in, or cancellation of, insurance coverage insure Contractor's liability under this Agreement. 6.3 Contractor acknowledges and agrees that has been so certified and unconditionally waiving the insurance carrier's rights of subrogation. Allegiant's its failure to provide the certificates of insurance required under this provision and/or US Airways' failure to demand delivery of said certificates will not operate or be deemed to operate as a waiver of the insurance and associated endorsements required under this provision, and Contractor will hold US Airways harmless from any Certificate required herein shall not relieve Allegiant liability arising as a result of any obligation to cause the insurance coverage described herein to be provided. It shall be Allegiant's obligation to make certain that itself and its insurers have complied with the provisions of this Sectionsuch failure(s). 20.2 Allegiant 6.4 Contractor agrees and hereby agrees undertakes to defendrelease, indemnify, releasedefend, and save free harmless US Airways, its directors, officers, employees, and agents from and Contract No: ORF007PD Date: July 3, 1997 against all liability, damages, claims, suits, theft, penalties or actions of every name and description, including any and all costs and expenses related thereto, including the defense thereof, attorneys fees and court costs arising out of or resulting from the act or omission of Contractor, its directors, officers and employees, and/or in connection with the performance of this Agreement except to the extent caused by the negligence or willful misconduct of US Airways. 6.5 Contractor will indemnify, defend and hold harmless Charterer, its parent and affiliated companies, their managers, agents, employees, officers, directors and subsidiaries US Airways from and against any and all claims, suitslosses, damages, claims, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments of any kind or nature by or in favor of anyone whomsoever and from and against any and all costs and expenses, including attorneys feesattorney's fees and court costs, resulting from that may be incurred on account of any actual or alleged infringement of any patent, trademark, copyright, trade secret or other intellectual property rights in connection with loss the manufacture, use or disposition of life, bodily injury or damage to property arising directly or indirectly, out of or from or on account any of the goods and/or Services supplied hereunder. If the use or other disposition of the goods or the use or provision of the Services pursuant provided hereunder is enjoined as a result of any such infringement, Contractor will, at no expense to this Agreement, except when such claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments are due to the gross negligence or willful misconduct of Charterer, its subsidiaries, parent or affiliated companies, its managers, agents, employees, officers, directors or contractors. This indemnification shall be insured against by Allegiant and shall not be limited or restricted by any other provision of this Agreement, including but not limited to the insurance requirements. 20.3 Any obligations of indemnification, insurance and confidentiality shall survive the termination of this Agreement. 20.4 Allegiant shall invoice Charterer for the following insurance surcharges: US Airways (a) a [...***...] per passenger per segment fee (obtain for passenger liability)US Airways and its customers the right to use, to be invoiced pursuant to Section 8.2; sell or otherwise dispose of the goods and/or Services, or (b) a [...***...] per departure charge (for ground liability), modify such goods or Services or substitute equivalent goods or Services acceptable to be invoiced pursuant US Airways which modification or substitution is not infringing and to Section 8.1; and (c) a [...***...] annual charge (for war risk hull), to be invoiced in which the amount Contractor will extend the provisions of [...***...] each twice monthly pursuant to Section 8.1. [...***...]this paragraph.

Insurance and Indemnity. 20.1 Allegiant shall have in effect with financially viable and reputable insurers an aircraft liability insurance policy, including passenger liability coverage, having a liability limit of not less than Three Million Dollars ($3,000,000.00) per seat for any one occurrence for any Aircraft used under this Agreement. Additionally, Allegiant's aforementioned liability insurance policy shall provide coverage for any liability to third parties outside of the Aircraft for any Aircraft used under this Agreement. Allegiant shall cause its insurer to unconditionally waive subrogation and [...***...] to name without limitation, Charterer, its parents, managers, officers, directors, employees, agents, subsidiaries and affiliated companies as additional insureds on all liability policies required hereunder or furnished in connection with Services provided hereunder, and shall deliver to Charterer a valid certificate of insurance ("Certificate") and a copy of the insurance policy endorsement evidencing compliance coverage herewith at least fourteen (14) days prior to the commencement of Allegiant's Services hereunder. This insurance protection afforded to the additional insureds shall provide the same protection and coverage as is provided to the primary insured on the policy and such insurance shall be primary and not secondary to any existing insurance coverage of any additional insured. Such Certificates shall contain provisions requiring the insurance carrier to give at least 30 days prior written notice to Charterer of any reduction in, or cancellation of, insurance coverage that has been so certified and unconditionally waiving the insurance carrier's rights of subrogation. [...***...] Allegiant's failure to provide any Certificate required herein shall not relieve Allegiant of any obligation to cause the insurance coverage described herein to be provided. It shall be Allegiant's obligation to make certain that itself and its insurers have complied with the provisions of this Section. 20.2 Allegiant hereby agrees to defend, indemnify, release, save free and hold harmless Charterer, its parent and affiliated companies, their managers, agents, employees, officers, directors and subsidiaries from and against any and all claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments of any kind or nature by or in favor of anyone whomsoever and from and against any and all costs and expenses, including attorneys fees, resulting from or in connection with loss of life, bodily injury or damage to property arising directly or indirectly, out of or from or on account of the provision of Services pursuant to this Agreement, except when such claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments are due to the gross negligence or willful misconduct [...***...] of Charterer, its subsidiaries, parent or affiliated companies, its managers, agents, employees, officers, directors or contractors. This indemnification shall be insured against by Allegiant and shall not be limited or restricted by any other provision of this Agreement, including but not limited to the insurance requirements. 20.3 Any obligations of indemnification, insurance and confidentiality shall survive the termination of this Agreement. 20.4 Allegiant shall invoice Charterer for the following insurance surcharges: (a) a [...***...] per passenger per segment fee (for passenger liability), to be invoiced pursuant to Section 8.2; (b) a [...***...] per departure charge (for ground liability), to be invoiced pursuant to Section 8.1; and (c) a [...***...] annual charge (for war risk hull), to be invoiced in the amount of [...***...] each twice monthly pursuant to Section 8.1. [...***...]

Insurance and Indemnity. 20.1 Allegiant (a) The CITY is self insured pursuant to state law. The CITY shall, at all times during the Term maintain such legal self-insured status, and shall have require each general contractor retained by the CITY and exercising the Permitted Use to maintain during such exercise, for the protection of CITY and SEGERSTROM, as their interest may appea,r in full force and effect a policy or policies of insurance which afford the following coverages: (i) Worker’s Compensation in the statutorily required amount, together with financially viable and reputable insurers an aircraft employer’s liability insurance policy, including passenger liability coverage, having coverage in a liability limit of amount not less than Three Million Dollars $1,000,000 per occurrence. (ii) Commercial General Liability Insurance with a liability amount not less than $3,000,000.005,000,000 per occurrence for both bodily injury and property damage. Such $5,000,000 limit may be maintained through a combination of primary and umbrella policies. The liability insurance policy required to be maintained pursuant to this clause shall be on an occurrence (as opposed to a claims made) basis. Further, if such policy has a liability limit, not less than $3,000,000 of such limit per seat annum shall be available for claims originating at the License Area. CITY shall name SEGERSTROM as an additional insured under any insurance policies maintained by CITY and shall further require each general contractor retained by CITY to include SEGERSTROM and CITY as additional insureds pursuant to each Commercial General Liability Insurance policy maintained pursuant to this subparagraph (although they shall not have any obligations of “named” insureds therein). The insurance required by this Section shall be the primary insurance as respects SEGERSTROM and not contributory with any other available insurance. The policy or policies providing the coverage required by clause (b) above shall contain an endorsement providing, in substance, that “such insurance as is afforded hereby for the benefit of SEGERSTROM shall be primary and any insurance carried by SEGERSTROM shall not be contributory.” In addition, such policy shall contain a separation of insureds provision. In no event shall the limits of any coverage maintained pursuant to this Section be considered as limiting the liability of CITY Parties. All insurance required to be carried hereunder shall be with companies rated A:VIII, or better, in the then most recent version of Best’s Key Rating Guide and licensed or otherwise permitted to provide the relevant insurance in the State of California. CITY shall require that each general contractor deliver to SEGERSTROM within fifteen (15) days after receipt of written request therefor, certificates as to each policy required under this paragraph evidencing such coverage. All certificates delivered pursuant to this subparagraph shall be on XXXXX Form 28 or equivalent. All certificates delivered pursuant to this subparagraph shall contain liability limits not less than those set forth in (a) above, shall list the additional insureds, shall specify all endorsements and special coverages required thereby and shall be effective on or before the insured commences the Permitted Use. Each such policy shall contain provisions (by endorsement or otherwise) requiring not less than thirty (30) days written notice prior to any cancellation, non-renewal or material amendment thereof. (c) Neither the CITY nor any officer or employee thereof is responsible for any one occurrence for injury, damage or liability occurring by reason of anything done or omitted to be done by SEGERSTROM under or in connection with any Aircraft used work authority or jurisdiction conferred upon SEGERSTROM and arising under this Agreement. AdditionallyIt is understood and agreed that SEGERSTROMS shall fully defend, Allegiant's aforementioned indemnify and save harmless the CITY and all of its officers and employees from all claims, suits or actions of every name, kind and description brought forth with respect to the work hereunder, including, but not limited to, tortuous, contractual, inverse condemnation and other theories or assertions of liability insurance policy shall provide coverage for any liability occurring by reason of anything done or omitted to third parties outside of the Aircraft for any Aircraft used be done by SEGERSTROMS under this Agreement. Allegiant shall cause its insurer to unconditionally waive subrogation and to name without limitationNeither SEGERSTROMS nor any officer or employee thereof is responsible for any injury, Charterer, its parents, managers, officers, directors, employees, agents, subsidiaries and affiliated companies as additional insureds on all damage or liability policies required hereunder occurring by reason of anything done or furnished in connection with Services provided hereunder, and shall deliver to Charterer a valid certificate of insurance ("Certificate") and a copy of the insurance policy endorsement evidencing compliance coverage herewith at least fourteen (14) days prior to the commencement of Allegiant's Services hereunder. This insurance protection afforded to the additional insureds shall provide the same protection and coverage as is provided to the primary insured on the policy and such insurance shall be primary and not secondary to any existing insurance coverage of any additional insured. Such Certificates shall contain provisions requiring the insurance carrier to give at least 30 days prior written notice to Charterer of any reduction in, or cancellation of, insurance coverage that has been so certified and unconditionally waiving the insurance carrier's rights of subrogation. Allegiant's failure to provide any Certificate required herein shall not relieve Allegiant of any obligation to cause the insurance coverage described herein omitted to be provided. It shall be Allegiant's obligation to make certain that itself and done by the intentional misconduct, gross negligence or sole negligence of CITY or its insurers have complied with the provisions of this Section. 20.2 Allegiant hereby agrees to defend, indemnify, release, save free and hold harmless Charterer, its parent and affiliated companies, their managers, agents, employees, officers, directors and subsidiaries from and against any and all claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments of any kind or nature by or in favor of anyone whomsoever and from and against any and all costs and expenses, including attorneys fees, resulting from employees under or in connection with loss of lifeany work, bodily injury authority or damage to property jurisdiction conferred upon the CITY arising directly or indirectly, out of or from or on account of the provision of Services pursuant to under this Agreement. It is understood and agreed that the CITY shall indemnify and save harmless SEGERSTROMS and all of their partners, except when such officers and employees from all claims, suitssuits or actions of every name, damageskind and description, liabilitiesfor such injury, fines, penalties, proceedings, orders, decrees, settlements, and judgments are due to the gross negligence damage or willful misconduct of Charterer, its subsidiaries, parent or affiliated companies, its managers, agents, employees, officers, directors or contractorsliability. This indemnification shall be insured against by Allegiant and shall provision expressly does not be limited or restricted by any other provision of this Agreement, including but not limited require CITY to the insurance requirements. 20.3 Any obligations of indemnification, insurance and confidentiality shall survive the termination of this Agreement. 20.4 Allegiant shall invoice Charterer indemnify SEGERSTROMS for the following insurance surcharges: (a) a [...***...] per passenger per segment fee (for passenger liability), to be invoiced pursuant to Section 8.2; (b) a [...***...] per departure charge (for ground liability), to be invoiced pursuant to Section 8.1; and (c) a [...***...] annual charge (for war risk hull), to be invoiced in the amount acts of [...***...] each twice monthly pursuant to Section 8.1. [...***...]contractors or subcontractors.

Insurance and Indemnity. 20.1 Allegiant a. NLI shall, at all times during the term of this Agreement and any extension or renewal thereof, maintain insurance coverage as follows: (1) NLI and its agents shall have provide statutory Worker Compensation Insurance. Coverage will be provided for all of NLI’s employees, temporary employees, subcontractors, representatives or agents engaged or in effect any way involved in the transportation management services provided to PRESTIGE BRANDS to the extent required by state law. (2) NLI shall provide general cargo insurance in at least the amount of two hundred and fifty thousand dollars ($250,000) per occurrence, which coverage shall apply to shipments of goods owned by PRESTIGE BRANDS on vehicles scheduled for such shipments by NLI pursuant to this Agreement. (3) General Liability Insurance covering contractual obligations of NLI set forth herein with financially viable and reputable insurers an aircraft liability insurance policy, including passenger liability coverage, having a liability limit limits of not less than Three One Million Dollars U.S. ($3,000,000.001,000,000) per seat for any one occurrence for any Aircraft used under this Agreement. Additionally, Allegiant's aforementioned liability and shall maintain Umbrella Liability Insurance not less than Four Million Dollars U.S. ($4,000,000). b. NLI and PRESTIGE BRANDS each agree to look to their respective insurance policy shall provide coverage for any liability to third parties outside of the Aircraft for any Aircraft used under this Agreement. Allegiant shall cause its insurer to unconditionally waive subrogation and to name without limitation, Charterer, its parents, managers, officers, directors, employees, agents, subsidiaries and affiliated companies as additional insureds on all liability policies required hereunder or furnished in connection with Services provided hereunder, and shall deliver to Charterer a valid certificate of insurance ("Certificate") and a copy of the insurance policy endorsement evidencing compliance coverage herewith at least fourteen (14) days prior to the commencement of Allegiant's Services hereunder. This insurance protection afforded to the additional insureds shall provide the same protection and coverage as is provided to the primary insured on the policy and such insurance shall be primary and not secondary to any existing insurance coverage recovery of any additional insured. Such Certificates shall contain provisions requiring the insurance carrier to give at least 30 days prior written notice to Charterer of any reduction in, insured property damage or cancellation of, insurance coverage that has been so certified and unconditionally waiving the insurance carrier's rights of subrogation. Allegiant's failure to provide any Certificate required herein shall not relieve Allegiant of any obligation to cause the insurance coverage described herein to be provided. It shall be Allegiant's obligation to make certain that itself and its insurers have complied with the provisions of this Sectionpersonal injury. 20.2 Allegiant hereby agrees to defend, c. NLI shall indemnify, release, save free and hold harmless Charterer, its parent and affiliated companies, their managers, agents, employees, officers, directors and subsidiaries defend PRESTIGE BRANDS from and against any and all claims, suitslosses, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, liabilities and judgments expenses (including reasonable attorneys’ fees and including workers compensation claims) arising out of any kind or nature by or in favor of anyone whomsoever and from and against any and all costs and expenses, including attorneys fees, resulting from or in connection with loss the operation of lifethe traffic function or the providing of other transportation management services by NLI to the extent that those claims, bodily injury losses, or damage to property arising directly or indirectly, liabilities arise out of the negligence or from misconduct of NLI or on account of its employees, temporary employees, subcontractors, agents or other representatives, but the provision of Services total amount paid pursuant to this Agreement, except when any such claims, suitslosses, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, liabilities and judgments are due expenses shall be limited to the gross negligence following: (i) to the extent insurance coverage exists for such claims with a maximum limit of $250,000 or willful misconduct (ii) to the extent insurance coverage does not exist or covers only a portion of Charterersuch claims, its subsidiarieslosses, parent or affiliated companies, its managers, agents, employees, officers, directors or contractors. This indemnification liabilities and expenses then such amount shall be insured against by Allegiant and limited to the Net Proceeds. As used herein, “Net Proceeds” shall be defined as total xxxxxxxx less carrier costs for the twelve (12) month period prior to such claim). Not withstanding the forgoing, NLI shall not be limited required to indemnify, hold harmless or restricted defend PRESTIGE BRANDS for any and all claims, losses, liabilities and expenses (including reasonable attorneys’ fees and including workers compensation claims) where such claim, loss, or liability was caused by any the negligence or misconduct of PRESTIGE BRANDS or its employees, temporary employees, subcontractors, agents or other provision of this Agreement, including but not limited to the insurance requirementsrepresentatives. 20.3 Any obligations of indemnification, insurance and confidentiality shall survive the termination of this Agreement. 20.4 Allegiant shall invoice Charterer for the following insurance surcharges: (a) a [...***...] per passenger per segment fee (for passenger liability), to be invoiced pursuant to Section 8.2; (b) a [...***...] per departure charge (for ground liability), to be invoiced pursuant to Section 8.1; and (c) a [...***...] annual charge (for war risk hull), to be invoiced in the amount of [...***...] each twice monthly pursuant to Section 8.1. [...***...]

Insurance and Indemnity. 20.1 Allegiant (a) The Tenant shall have provide at its own expense and keep in effect with financially viable force, throughout the Term and reputable insurers an aircraft any renewal thereof, in the name of the Tenant and the Landlord: fire and extended coverage (or “All Risk”) insurance on all buildings, equipment and other structures forming part of the Premises to their full replacement value; comprehensive general public liability insurance policycovering bodily injury, including passenger sickness or disease, or death to any person, property damage, personal injury, and Xxxxxx’s legal liability coveragefor all premises and operations arising from the use and occupancy of the Premises, having with extensions where applicable to include: (A) contingent liability for subcontractors (B) blanket contractual liability (C) completed operations liability (D) products liability (E) broad form property damage liability; insurance against any such other peril and in such reasonable amount as the Landlord, acting reasonably, may from time to time require. (b) The minimum limits of coverage for those risks set out in subsection 8.01(a)(ii) shall be not less than $5,000,000 with respect to each occurrence or accident and $5,000,000 annual aggregate, on an occurrence (not claims made) basis. (c) The Tenant shall maintain arrangements and pay such assessments as will protect the Tenant and the Landlord from claims under the Workers Compensation Act. (d) The Tenant shall provide that all insurances will be written in such terms as will fully protect the Tenant and the Landlord as an additional named insured, and will contain cross liability and severability of interest clauses, waiver or waivers of subrogation against the Landlord and shall protect the Landlord in respect of claims by the Tenant as if the Landlord were separately insured. (e) The Tenant shall provide that all insurances shall be endorsed to provide a liability limit minimum advance written notice to the Landlord of not less than Three Million Dollars 60 days in the event of cancellation, termination, or reduction in coverage or limits, such notice to be made to the Landlord by the Insurer. ($3,000,000.00f) per seat for All insurance required by the Lease shall be placed with one or more insurance companies licensed to do business in Canada and who are ordinarily engaged in the business of insuring against the risks to be covered. (g) The Tenant shall not do, omit to do, or permit or suffer anything to be done or omitted to be done on the Premises which will in any one occurrence for any Aircraft used under this Agreement. Additionallyway impair or invalidate such policy or policies. (h) Prior to or at the time of execution of the Lease, Allegiant's aforementioned liability the Tenant shall file with the Landlord a certified copy of each complete insurance policy shall provide coverage for any liability to third parties outside of the Aircraft for any Aircraft used under this Agreement. Allegiant shall cause its insurer to unconditionally waive subrogation and to name without limitation, Charterer, its parents, managers, officers, directors, employees, agents, subsidiaries and affiliated companies as additional insureds on all liability policies required hereunder or furnished in connection with Services provided hereunder, and shall deliver to Charterer a valid certificate of insurance ("Certificate") and a copy of the insurance policy endorsement evidencing compliance coverage herewith at least fourteen (14) days prior to the commencement of Allegiant's Services hereunder. This insurance protection afforded to the additional insureds shall provide the same protection and coverage as is provided to the primary insured on the policy and such insurance shall be primary and not secondary to any existing insurance coverage of any additional insured. Such Certificates shall contain provisions requiring the insurance carrier to give at least 30 days prior written notice to Charterer of any reduction in, or cancellation of, insurance coverage that has been so certified and unconditionally waiving the insurance carrier's rights of subrogation. Allegiant's failure to provide any Certificate required herein shall not relieve Allegiant of any obligation to cause the insurance coverage described herein to be provided. It shall be Allegiant's obligation to make certain that itself and its insurers have complied with the provisions of under this Section. 20.2 Allegiant hereby agrees to defend, indemnify, release, save free and hold harmless Charterer, its parent and affiliated companies, their managers, agents, employees, officers, directors and subsidiaries from and against any and all claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments of any kind or nature by or in favor of anyone whomsoever and from and against any and all costs and expenses, including attorneys fees, resulting from or in connection with loss of life, bodily injury or damage to property arising directly or indirectly, out of or from or on account of the provision of Services pursuant to this Agreement, except when such claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments are due to the gross negligence or willful misconduct of Charterer, its subsidiaries, parent or affiliated companies, its managers, agents, employees, officers, directors or contractors. This indemnification shall be insured against by Allegiant and shall not be limited or restricted by any other provision of this Agreement, including but not limited to the insurance requirements. 20.3 Any obligations of indemnification, insurance and confidentiality shall survive the termination of this Agreement. 20.4 Allegiant shall invoice Charterer for the following insurance surcharges: (a) a [...***...] per passenger per segment fee (for passenger liability), to be invoiced pursuant to Section 8.2; (b) a [...***...] per departure charge (for ground liability), to be invoiced pursuant to Section 8.1; and (c) a [...***...] annual charge (for war risk hull), to be invoiced in the amount of [...***...] each twice monthly pursuant to Section 8.1. [...***...]

Insurance and Indemnity. 20.1 Allegiant During the Term of this Agreement it is expressly agreed that, ALLEGIANT shall at no expense to HOC maintain aircraft / aviation liability insurance ("Policy") with a reputable insurer approved by HOC. ALLEGIANT shall provide a Certificate of Insurance naming HOC and/or any subsidiary company (or subsidiaries of division thereof), and/or any other affiliated, allied or controlled entity of any of the foregoing that existed or may hereafter exist, and/or each of their officers, directors, trustees, employees and representatives as additional insureds. 20.2 The required insurance Policy shall include the following: (a) The Policy shall include aviation liability, passenger liability, public liability, and property damage liability, providing coverage for all claims resulting from use, and/or operation of the Aircraft including but not limited to claims of death or injury to persons or loss of or damage to property. The Policy shall have liability limits of $500,000,000 for aircraft with a seating capacity of 125 passengers and / or $750,000,000 for aircraft with a seating capacity of between 126 to 185 passengers. (b) The Policy shall include War Risk Liability coverage in effect with financially viable and reputable insurers an aircraft liability insurance policy, including passenger liability coverage, having a liability limit of amount not less than Three Million Dollars $50,000,000; (c) The Policy shall include Workers Compensation coverage at statutory limits; (d) The Policy shall include Personal Injury Liability coverage of at least $3,000,000.0025,000,000; (e) per seat for The Policy shall be placed on a worldwide basis; (f) The Policy shall not be subject to cancellation, material change or restriction, or reduction of coverage or limits except upon not less than sixty (60) days written notice to HOC. The insurer shall immediately notify HOC in the event of default in payment of any one occurrence for premium or installment; (g) The Policy shall be primary and not excess, subject to any Aircraft used under this Agreementco-insurance clause or contingent. The Policy shall not require contribution from any insurance purchased by HOC, its employees, officers and directors, its affiliates and subsidiaries; (h) The Policy shall include a Waiver of Subrogation clause in the HOC's favor; (i) The Policy's certificate shall list the specific aircraft utilized to provide Services agreed to herein by Allegiant to HOC. Additionally, Allegiant's aforementioned liability it shall apply to any and all aircraft utilized under the terms of this agreement with HOC. 20.3 The Aircraft shall not be operated and HOC shall have no obligation (financial or otherwise) during the Term unless the insurance policy described in this Section 20 is in full force and effect, nor shall provide coverage for any liability to third parties outside of the Aircraft for be operated in a location or any manner which would cause such insurance to be suspended, impaired or canceled, or its protection to be jeopardized. In the event of loss or destruction of, or damage to, the Aircraft used during the Term, Allegiant shall cooperate in good faith, and promptly furnish such information, execute such documents, and do all such other acts and things, as may be reasonably necessary or appropriate to collect the proceeds provided under this Agreementthe Policy. Allegiant shall cause its insurer agrees that the above lease/hire or non-owned aircraft/arrangements with the same limits set forth above. Allegiant agrees to unconditionally waive subrogation comply with additional insurance requirements as determined from time to time in writing by HOC. 20.4 Allegiant agrees to defend, indemnify and to name without limitation, Chartererhold harmless HOC, its parentssubsidiaries, managerspartners, affiliated companies, officers, directors, agents and/or employees, agentsfrom and against any and all claims, subsidiaries actions, damages, expenses (including attorneys' fees and affiliated companies as additional insureds on all costs associated with in house legal professionals), or liability policies required hereunder or furnished therefore, in connection with any and all loss, theft, misappropriation and/or damage to property or equipment transported, including but not limited to baggage (and any other guest property which might be transported by Allegiant subject to the Airline baggage liability limit), personal injury and/or loss of life sustained by any third parties arising from or on account of any flights or related Services provided hereunderby Allegiant hereunder including without limitation any acts or omissions of Allegiant, its agents, employees or other representatives, including without limitation the owners and shall deliver to Charterer a valid certificate operators of insurance ("Certificate") and a copy substitute aircraft, of any of the insurance policy endorsement evidencing compliance coverage herewith at least fourteen (14) days prior to the commencement obligations of Allegiant's Services hereunder. This insurance protection afforded to the additional insureds shall provide the same protection and coverage as is provided to the primary insured on the policy and such insurance shall be primary and not secondary to any existing insurance coverage of any additional insured. Such Certificates shall contain provisions requiring the insurance carrier to give at least 30 days prior written notice to Charterer of any reduction inAllegiant described herein or related hereto, or cancellation of, insurance coverage that has been so certified and unconditionally waiving the insurance carrier's rights of subrogation. Allegiant's failure to provide any Certificate required herein shall not relieve Allegiant of any obligation without regard to cause the insurance coverage described herein to be provided. It shall be Allegiant's obligation to make certain that itself and its insurers have complied with the provisions of this Sectionor peril. 20.2 20.5 Allegiant hereby agrees shall agree to defend, indemnify, release, save free and hold harmless ChartererHOC, its parent and affiliated companies, their managers, agents, employees, officers, directors and subsidiaries from and against any and all claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments of any kind or nature by or in favor of anyone whomsoever and from and against any and all costs and expenses, including attorneys fees, resulting from or in connection with loss of life, bodily injury or damage damages to property arising directly or indirectly, out of or from or on account of the provision of Services services provided by Allegiant pursuant to this Agreement, except when such claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments are due to the gross negligence or willful misconduct of Charterer, its subsidiaries, parent or affiliated companies, its managers, agents, employees, officers, directors or contractorsthe HOC. This indemnification shall be insured against by Allegiant and shall not be limited or restricted by any other provision of this Agreement, Agreement including but not limited to the insurance requirements. 20.3 Any obligations 20.6 In all cases of indemnificationindemnification required under the terms of this Agreement, insurance the Indemnitee shall give the Indemnitor prompt written notice of any such claim, and confidentiality provide the Indemnitor with the authority, information and assistance (at no out-of-pocket cost to such Indemnitee) that the Indemnitor deems necessary for the defense and settlement of the claim, provided that the failure of any indemnified party to give timely notice hereunder shall not affect rights to indemnification except to the extent that such failure prejudices the indemnitor's ability to direct the defense or settlement or otherwise damages the Indemnitor. Subject to the indemnitee's reasonable determination that its interest are prejudiced, the Indemnitor shall be entitled to direct the defense and settlement of any claim for which indemnification is sought under this Agreement. 20.7 Each provision of this Section 20 shall survive the termination or expiration of this Agreement. 20.4 Allegiant shall invoice Charterer for the following insurance surcharges: (a) a [...***...] per passenger per segment fee (for passenger liability), to be invoiced pursuant to Section 8.2; (b) a [...***...] per departure charge (for ground liability), to be invoiced pursuant to Section 8.1; and (c) a [...***...] annual charge (for war risk hull), to be invoiced in the amount of [...***...] each twice monthly pursuant to Section 8.1. [...***...]

Insurance and Indemnity. 20.1 Allegiant 10.1 Throughout the Term, Sublessee shall have all buildings, other structures and improvements insured against any loss or damage caused by fire, lightning, windstorm, hurricane, tornado, cyclone, hail, explosion, riot, civil commotion, aircraft, smoke, land vehicles, boiler explosion, collapse, vandalism and sprinkler leakage, and any other risks customarily included under either fire and extended coverage or so-called all-risk insurance policies, and loss of rents for up to twelve (12) months resulting from any insured event, with responsible insurance companies, legally licensed and authorized to transact business in the State of Georgia, said insurance to be in the amount of the full insurable replacement value [one hundred percent (100%)] of said buildings, other structures and improvements. The contracts of insurance required by this subparagraph 10.1 shall contain standard loss payable clauses in favor of Sublessee, any permitted sublessees of such buildings, structures and improvements, Sublessor, the lessors under the Prime Lease and the LLIDA Sublease, and Leasehold Mortgagees, as their respective interests may appear. The phrase "full insurable replacement value" shall mean the actual replacement cost at the time in question (excluding costs of excavations, foundations, footings, underground pipes, conduits, flues and drains) without diminution of such costs for depreciation or obsolescence. The costs to Sublessee of all such required insurance under this Paragraph 10.1 are hereinafter called the "Insurance Costs". From and after the date of this Sublease, Sublessee shall pay the Insurance Costs when invoiced and prior to the due date thereof and provide Sublessor a statement showing the total amount thereof and a receipted invoice or other reasonable evidence of payment thereof. Sublessee shall also be responsible for payment of Insurance Costs from and after the Proration Date. The policy shall name Sublessor, any permitted sublessees of such buildings, structures and improvements, Sublessee, the lessors under the Prime Lease and the LLIDA Sublease, and Leasehold Mortgagees as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving Sublessor twenty (20) days prior written notice. Said insurance shall be with an insurance company, having a Best's rating of A-VII or better, and a copy of the policy shall be delivered to Sublessor. If Sublessee fails to secure and maintain insurance policies complying with the provisions of this Paragraph 10.1, then Sublessor may, but shall not be required to, secure and maintain such insurance policies and Sublessee shall pay the cost thereof to Sublessor, as Additional Rent, upon demand. Sublessor may require increases in the aforesaid coverage to reflect inflation. 10.2 Sublessee shall, at all times during the Term and during any period of holding over thereafter, keep in full force and effect with financially viable a policy of insurance upon Sublessee's fixtures, equipment and reputable insurers an aircraft liability insurance other personal property against loss or damage by hazards insured under either a fire and extended coverage policy or a so-called all-risk policy, including passenger collapse, vandalism and sprinkler leakage, in an amount equal to one hundred percent (100%) of the full replacement cost thereof. Notwithstanding the foregoing, Sublessee shall have the right to self-insure against the foregoing risks with respect to Sublessee's fixtures, equipment and other personal property so long as Sublessee maintains a plan of self-insurance adequate to provide coverage equal to such policy and shall furnish Sublessor with an affidavit by a principal officer of Sublessee to such effect. Sublessee shall also, at all times during the Term and during any period of holding over thereafter, keep in full force and effect a policy of insurance insuring against loss or damage by certain environmental hazards on or at the Premises or emanating from the Premises, which policy of insurance shall be in the amount of not less than $10,000,000.00 per occurrence and $10,000,000.00 in the aggregate, and shall cover substantially all of the risks covered under the form of insurance policy attached to this Sublease as Exhibit "V". Subject to the immediately succeeding sentence, such policy shall not be required to cover environmental hazards on or at or emanating from the property affected by the Xxxxxxxx Sublease during the term thereof, but such policy shall cover the property affected by the Xxxxxxxx Sublease to the same extent as the balance of the Premises is covered by such policy, at such time as the Xxxxxxxx Sublease is terminated or expires. Notwithstanding the preceding sentence, during the term of the Xxxxxxxx Sublease such policy shall cover any liability coverageof Sublessor or Sublessee with respect to environmental hazards on or at or emanating from the property affected by the Xxxxxxxx Sublease. 10.3 Sublessee shall, having at all times during the Term and during any period of holding over thereafter, keep in full force and effect a policy of commercial general liability insurance with respect to the Premises, and the business conducted by Sublessee and any subtenants of Sublessee in the Premises, with a combined single limit of liability of not less than One Million Dollars ($1,000,000.00), subject to commercially reasonable deductible amounts, for bodily injury to or personal injury or death of any person and consequential damages arising therefrom, and for property damage, arising out of any one occurrence. Sublessee shall also keep in full force and effect an umbrella general liability policy with a limit of not less than Three Million Dollars ($3,000,000.00) per seat for 25,000,000.00, subject to commercially reasonable deductible amounts. The policies shall name Sublessor, any one occurrence for any Aircraft used permitted sublessees of such buildings, structures and improvements, Sublessee, the lessors under this Agreement. Additionallythe Prime Lease and the LLIDA Sublease, Allegiant's aforementioned liability insurance policy shall provide coverage for any liability to third parties outside of the Aircraft for any Aircraft used under this Agreement. Allegiant shall cause its insurer to unconditionally waive subrogation and to name without limitation, Charterer, its parents, managers, officers, directors, employees, agents, subsidiaries and affiliated companies Leasehold Mortgagees as additional insureds on all liability policies required hereunder or furnished in connection with Services provided hereunderinsureds, and shall deliver to Charterer contain a valid certificate clause that the insurer will not cancel or change the insurance without first giving Sublessor twenty (20) days prior written notice. Said insurance shall be with an insurance company, having a Best's rating of insurance ("Certificate") A-VII or better, and a copy of the policies shall be delivered to Sublessor. If Sublessee fails to secure and maintain insurance policies complying with the provisions of this Paragraph 10.3, then Sublessor may, but shall not be required to, secure and maintain such insurance policies and Sublessee shall pay the cost thereof to Sublessor, as Additional Rent, upon demand. Sublessor may require increases in the aforesaid coverage to reflect inflation. Such insurance policies shall contain primary coverage endorsements, pursuant to which such policies are non-contributing with any other coverage available to Sublessor. 10.4 Sublessee agrees that it will not keep, use, sell or offer for sale in or upon the Premises any article which may be prohibited by Sublessee's fire insurance policy. Sublessee agrees to pay any increase in premiums for fire and extended coverage or so-called all-risk insurance that may be charged during the Term resulting from Sublessee's use or manner of use of the Premises. In determining whether increased premiums are the result of Sublessee's use of the Premises, a schedule, issued by the organization establishing the insurance rate for the Premises, showing the various components of such rate, shall be conclusive evidence of the several items and charges which make up the fire insurance rate on the Premises. 10.5 Sublessee, as a material part of the consideration to be rendered to Sublessor in this Sublease, agrees to be responsible for, to indemnify Sublessor and the lessors under the Prime Lease and the LLIDA Sublease against, and to save and hold harmless Sublessor and the lessors under the Prime Lease and the LLIDA Sublease from, any and all liability, damages, expense, claims, actions or demands for any injury or death of any person(s) or damages to any property(ies) if such injury, death or damage to property arises from or in any manner grows out of, any act or neglect on or about the Premises by Sublessee or Sublessee's sublessees, subtenants, assignees, licensees, concessionaires, partners, agents, servants, employees, invitees, trespassers, contractors and subcontractors, or their partners, representatives, agents or employees, or which arises from or in any manner grows out of, any defect in any undertaking hereunder by Sublessee or any failure of Sublessee to comply with the provisions of this Sublease. The agreement of Sublessee to indemnify, save and hold harmless such parties as provided in this Paragraph 10.5 shall not apply to the matters described on the schedule attached hereto as Exhibit "W" (which Exhibit "W" consists of a schedule of conditions on the Premises to be corrected and for which Sublessee has been compensated, in full or in part, contemporaneously with the execution hereof), until the expiration of a reasonable period of time after the Execution Date for the correction by Sublessee of each of such matters, at which time the agreement of Sublessee to indemnify, save and hold harmless such parties as provided in this Paragraph 10.5 shall become applicable. 10.6 Notwithstanding anything in this Sublease to the contrary, if either party hereto is made or becomes a party to any litigation commenced by or against the other party involving the enforcement of any such other party's obligations hereunder or elsewhere in this Sublease, then the prevailing party in such litigation, or the party becoming involved in such litigation because of a claim against such other party, as the case may be, shall receive from the other party all costs and reasonable attorneys' fees incurred by such party in such litigation to the extent not covered by insurance. 10.7 Sublessor and Sublessee hereby waive any claim each may have against the other by way of subrogation or otherwise from any and all liability for any loss or damage to property, whether caused by the negligence or fault of the other party, to the extent such loss or damage is covered or required to be covered by the fire and extended coverage policy endorsement evidencing compliance or so-called all-risk policy with respect to the Premises or any plan of self-insurance with respect to risks which would be insured against under such policies, notwithstanding the failure to obtain such policies. For purposes of this Paragraph 10.7, the amount of any deductible or co-insurance payment shall be deemed as having been covered under the applicable property damage insurance policy. Each of Sublessor and Sublessee shall cause any fire insurance and extended coverage herewith or so-called all-risk policies which it maintains in respect of the Premises to contain a provision whereby the insurer waives any rights of subrogation against the other party. 10.8 Sublessee agrees and covenants that it will not do or permit to be done in, to, or about the Premises any act or thing which will invalidate any insurance pertaining to any buildings, -other structures or improvements now located thereon or therein or hereafter constructed and located thereon or therein; and, further, that Sublessee will not permit any buildings, other structures or improvements at least fourteen any time to be put, kept or maintained on the Premises in such condition that the same cannot be insured in the amount of the full insurable replacement value [one hundred percent (14100%)] thereof. 10.9 Sublessee shall, not less than fifteen (15) days prior to the commencement expiration date of Allegiant's Services hereunder. This insurance protection afforded to the additional insureds shall provide the same protection and coverage as is provided to the primary insured on the policy and such insurance shall be primary and not secondary to any existing insurance coverage of any additional insured. Such Certificates shall contain provisions requiring the insurance carrier to give at least 30 days prior written notice to Charterer of any reduction in, or cancellation of, insurance coverage that has been so certified and unconditionally waiving the insurance carrier's rights of subrogation. Allegiant's failure to provide any Certificate required herein shall not relieve Allegiant of any obligation to cause the insurance coverage described herein to be provided. It shall be Allegiant's obligation to make certain that itself and its insurers have complied with the provisions of this Section. 20.2 Allegiant hereby agrees to defend, indemnify, release, save free and hold harmless Charterer, its parent and affiliated companies, their managers, agents, employees, officers, directors and subsidiaries from and against any and all claimsinsurance policies required to be carried by Sublessee in accordance with this Sublease, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments of any kind furnish to the Sublessor duplicate receipts or nature by or in favor of anyone whomsoever and from and against any and all costs and expenses, including attorneys fees, resulting from or in connection with loss of life, bodily injury or damage to property arising directly or indirectly, out of or from or on account satisfactory evidence of the provision payment of Services pursuant to this Agreement, except when all premiums on all such claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments are due to the gross negligence or willful misconduct of Charterer, its subsidiaries, parent or affiliated companies, its managers, agents, employees, officers, directors or contractors. This indemnification shall be insured against by Allegiant and shall not be limited or restricted by any other provision of this Agreement, including but not limited to the insurance requirementsinsurance. 20.3 Any obligations of indemnification, insurance and confidentiality shall survive the termination of this Agreement. 20.4 Allegiant shall invoice Charterer for the following insurance surcharges: (a) a [...***...] per passenger per segment fee (for passenger liability), to be invoiced pursuant to Section 8.2; (b) a [...***...] per departure charge (for ground liability), to be invoiced pursuant to Section 8.1; and (c) a [...***...] annual charge (for war risk hull), to be invoiced in the amount of [...***...] each twice monthly pursuant to Section 8.1. [...***...]

Insurance and Indemnity. 20.1 Allegiant (a) Tenant shall have at all times during the Term, keep in full force and effect a policy of public liability and properly damage insurance with financially viable respect to the Premises, and reputable insurers an aircraft liability insurance policythe business conducted by Tenant and any subtenants of Tenant in the Premises, including passenger liability coverage, having a liability limit in limits of not less than Three Million Dollars ($3,000,000.00) 1,000,000 per seat person, $3,000,000 per accident and $500,000 for any one occurrence for any Aircraft used under this Agreementproperty damage. Additionally, Allegiant's aforementioned liability insurance The policy shall provide coverage for name Landlord, any liability to third parties outside of the Aircraft for any Aircraft used under this Agreement. Allegiant shall cause its insurer to unconditionally waive subrogation person, firms or corporations designated by Landlord, and to name without limitation, Charterer, its parents, managers, officers, directors, employees, agents, subsidiaries and affiliated companies Tenant as additional insureds on all liability policies required hereunder or furnished in connection with Services provided hereunderinsured, and shall deliver to Charterer contain a valid certificate of clause that the insurer will not cancel or change the insurance without first giving the Landlord twenty ("Certificate"20) days' prior written notice. Said insurance shall be with an insurance company approved by Landlord, and a copy of the insurance policy endorsement evidencing compliance coverage herewith at least fourteen (14) days prior to the commencement of Allegiant's Services hereunder. This insurance protection afforded to the additional insureds shall provide the same protection and coverage as is provided to the primary insured on the policy and such insurance shall be primary delivered to Landlord, if Tenant fails to secure and not secondary to any existing maintain insurance coverage of any additional insured. Such Certificates shall contain provisions requiring the insurance carrier to give at least 30 days prior written notice to Charterer of any reduction in, or cancellation of, insurance coverage that has been so certified and unconditionally waiving the insurance carrier's rights of subrogation. Allegiant's failure to provide any Certificate required herein shall not relieve Allegiant of any obligation to cause the insurance coverage described herein to be provided. It shall be Allegiant's obligation to make certain that itself and its insurers have complied policies complying with the provisions of this SectionParagraph 13(a), Landlord may, but shall not be required to, secxxx xxx xxxxxxxx xxxx xxxurance policies and Tenant shall pay the cost thereof to Landlord, as Additional Rent, upon demand. 20.2 Allegiant hereby (b) Tenant agrees that it will not keep, use, sell or offer for sale in or upon the Premises any article which may be prohibited by the standard form of fire insurance policy. Tenant agrees to defendpay any increase in premiums for fire and extended coverage insurance that may be charged daring the Term on the amount of such insurance which may be carried by Landlord on he Premises or the Shopping Center, indemnifyresulting from Tenant's use or manner of use of the Premises or from the type of merchandise sold by Tenant in the Premises, releasewhether or not Landlord has consented to the same. In determining whether increased premiums are the result of Tenant's use of the Premises, a schedule, issued by the organization establishing the insurance rate for the Premises, showing the various components of such rate, shall be conclusive evidence of the several items and charges which make up the fire insurance rate on the Premises. (c) In the event Tenant's occupancy causes any increase of premium for the fire, boiler and/or casually rates on the Premises or Shopping Center or any part thereof above the rate of the least hazardous type of occupancy legally permitted in the Premises, Tenant shall pay the additional premium on the fire, boiler and/or casualty insurance policies by reason thereof. Tenant also shall pay, in such event, any additional premium on the rent insurance policy that may be carried by the Landlord for its protection against rent loss through fire. Bills for such additional premiums shall be rendered by Landlord to Tenant at such times as Landlord may elect, and shall be due from, and payable by, Tenant when rendered, and the amount thereof shall be deemed to be, and be paid as Additional Rent. (d) Tenant will indemnify Landlord and save free and hold it harmless Charterer, its parent and affiliated companies, their managers, agents, employees, officers, directors and subsidiaries from and against any and all claims, suitsactions, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, liability and judgments of any kind or nature by or in favor of anyone whomsoever and from and against any and all costs and expenses, including attorneys fees, resulting from or expense in connection with loss of life, bodily personal injury or and/or damage to property arising directly from or indirectly, out of any occurrence in, upon or from at the Premises, or on account the occupancy or use by Tenant of the provision Premises and Common Areas or any part thereof or occasioned wholly or in part by any act or omission of Services pursuant to this Agreement, except when such claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments are due to the gross negligence or willful misconduct of ChartererTenant, its subsidiariesagents, parent or affiliated companies, its managers, agentscontractors, employees, officersservants, directors lessees or contractorsconcessionaires. This indemnification If Landlord shall be insured made a party to any litigation commenced by or against by Allegiant Tenant, then Tenant shall protect and hold Landlord harmless and shall not pay all costs, expenses and reasonable attorney's fees incurred or paid by Landlord in connection with such litigation. Tenant shall also pay all costs, expenses and reasonable attorney's fees that may be limited incurred or restricted paid by any other provision of Landlord in enforcing the covenants and agreements in this Agreement, including but not limited to the insurance requirementsLease. 20.3 Any obligations (e) Landlord shall, at Tenant's expense, replace any and all plate and other glass in the Premises damaged or broken from any cause, and the cost thereof shall be paid by Tenant to Landlord on demand, as Additional Rent. Landlord may insure, and keep insured, at Tenant's expense, all plate and other glass in the Premises for and in the name of indemnification, insurance and confidentiality shall survive the termination of this Agreement. 20.4 Allegiant shall invoice Charterer Landlord. Bills for the following insurance surcharges: (a) a [...***...] per passenger per segment fee (premiums there for passenger liability)shall be rendered by Landlord to Tenant at such times as Landlord may elect, to and shall be invoiced pursuant to Section 8.2; (b) a [...***...] per departure charge (for ground liability)payable by Tenant on demand, to be invoiced pursuant to Section 8.1; and (c) a [...***...] annual charge (for war risk hull), to be invoiced in the amount of [...***...] each twice monthly pursuant to Section 8.1. [...***...]as Additional Rent.

Insurance and Indemnity. 20.1 Allegiant (a) Tenant shall have in effect with financially viable obtain and reputable insurers an aircraft maintain during the term of this Lease comprehensive general liability insurance policy, including passenger liability coverage, having with combined single limit for personal injury and property damage in a liability limit of form and with carriers acceptable to Landlord in an amount not less than Three Million Dollars ($3,000,000.00) per seat for any one occurrence for any Aircraft used under this Agreement1,000,000, and employer's liability and workers' compensation insurance as required by law. Additionally, AllegiantTenant's aforementioned comprehensive general liability insurance policy shall be endorsed to provide that (i) it may not be cancelled or altered in such a manner as adversely to affect the coverage afforded thereby without thirty (30) days' prior written notice to Landlord, (ii) Landlord is named as additional insured, (iii) the insurer acknowledges acceptance of the mutual waiver of claims by Landlord and Tenant pursuant to subparagraph (b) below, and (iv) such insurance is primary with respect to Landlord and that any other insurance maintained by Landlord is excess and noncontributing with such insurance. If, in the opinion of Xxxxxxxx's insurance adviser, based on a substantial increase in recovered liability claims generally, the specified amounts of coverage are no longer adequate, such coverage shall be appropriately increased. Prior to the commencement of the term, Tenant shall deliver to Landlord a duplicate of such policy or a certificate thereof to Landlord for retention by it, with endorsements, and at least thirty (30) days prior to the expiration of such policy or any renewal thereof, Tenant shall deliver to Landlord a replacement or renewal binder, followed by duplicate policy or certificate within a reasonable time thereafter. If Tenant fails to obtain such insurance or to furnish Landlord any such duplicate policy or certificate as herein required, Landlord may, at its election, without notice to Tenant and without any obligation to do so, procure and maintain such coverage and Tenant shall reimburse Landlord on demand as additional rent for any liability to third parties outside of the Aircraft for any Aircraft used under this Agreement. Allegiant shall cause its insurer to unconditionally waive subrogation premium so paid by Landlord. (b) Landlord hereby waives all claims against Tenant, and to name without limitation, Charterer, its parents, managers, Xxxxxx's officers, directors, partners, employees, agents and representatives for loss or damage to the extent that such loss or damage is insured against under any valid and collectible insurance policy insuring Landlord or would have been insured against but for any deductible amount under any such policy, and Tenant waives all claims against Landlord including Landlord's officers, directors, partners, employees, agents, subsidiaries and affiliated companies as additional insureds on all liability policies required hereunder or furnished in connection with Services provided hereunder, and shall deliver to Charterer a valid certificate of insurance ("Certificate") and a copy of the insurance policy endorsement evidencing compliance coverage herewith at least fourteen (14) days prior to the commencement of Allegiant's Services hereunder. This insurance protection afforded to the additional insureds shall provide the same protection and coverage as is provided to the primary insured on the policy and such insurance shall be primary and not secondary to any existing insurance coverage of any additional insured. Such Certificates shall contain provisions requiring the insurance carrier to give at least 30 days prior written notice to Charterer of any reduction in, or cancellation of, insurance coverage that has been so certified and unconditionally waiving the insurance carrier's rights of subrogation. Allegiant's failure to provide any Certificate required herein shall not relieve Allegiant of any obligation to cause the insurance coverage described herein to be provided. It shall be Allegiant's obligation to make certain that itself and its insurers have complied with the provisions of this Section. 20.2 Allegiant hereby agrees to defend, indemnify, release, save free and hold harmless Charterer, its parent and affiliated companies, their managers, agents, employees, officers, directors and subsidiaries from and against any and all claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments of any kind or nature by or in favor of anyone whomsoever and from and against any and all costs and expenses, including attorneys fees, resulting from or in connection with representatives for loss of life, bodily injury or damage to property arising directly the extent such loss or indirectlydamage is insured against under any valid and collectible insurance policy insuring Tenant or required to be maintained by Tenant under this Lease, out of or from or on account of would have been insured against but for any deductible amount under any such policy. (c) As this Lease does not involve the provision of Services pursuant public interest and insurance is available to this Agreement, except when Tenant which will protect it against such claims, suitsdamage, damagesinjury or death, liabilitiesTenant hereby waives all claims against Landlord for damage to any property or injury to or death of any person in, fines, penalties, proceedings, orders, decrees, settlements, upon or about the premises or the Building arising at any time and judgments are due to from any cause. Tenant shall hold Landlord harmless from and defend Landlord against all claims (except such as arise from the gross sole negligence or willful misconduct of ChartererLandlord, its subsidiariesagents, parent employees or affiliated companiescontractors) (i) for damage to any property or injury to or death of any person arising from the use of the premises by Xxxxxx, or (ii) arising from the negligence or willful misconduct of Tenant, its managersemployees, agents, employeesor contractors in, officersupon or about those portions of the Building, directors other than the premises. The foregoing indemnity obligation of Tenant shall include reasonable attorneys' fees, investigation costs, and all other reasonable costs and expenses incurred by Landlord from the first notice that any claim or contractorsdemand is to be made or may be made. This indemnification shall be insured against by Allegiant and shall not be limited or restricted by any other provision The provisions of this Agreement, including but not limited to the insurance requirements. 20.3 Any obligations of indemnification, insurance and confidentiality Paragraph 9 shall survive the termination of this AgreementLease with respect to any damage, injury, or death occurring prior to such termination. 20.4 Allegiant shall invoice Charterer for the following insurance surcharges: (a) a [...***...] per passenger per segment fee (for passenger liability), to be invoiced pursuant to Section 8.2; (b) a [...***...] per departure charge (for ground liability), to be invoiced pursuant to Section 8.1; and (c) a [...***...] annual charge (for war risk hull), to be invoiced in the amount of [...***...] each twice monthly pursuant to Section 8.1. [...***...]

Insurance and Indemnity. 20.1 Allegiant [SEE ADDENDUM TO LEASE] a. Tenant shall have in effect with financially viable obtain and reputable insurers an aircraft maintain during the term of this Lease comprehensive general liability insurance policy, including passenger liability coverage, having with combined single limit for personal injury and property damage in a liability limit of form and with carriers acceptable to Landlord in an amount not less than Three Million Dollars ($3,000,000.00) per seat for any one occurrence for any Aircraft used under this Agreement1,000,000, and employer's liability and workers' compensation insurance as required by law. Additionally, AllegiantTenant's aforementioned comprehensive general liability insurance policy shall be endorsed to provide that (i) it may not be canceled or altered in such a manner as adversely to affect the coverage afforded thereby without 30 days' prior written notice to Landlord, (ii) Landlord is named as additional insured, (iii) the insurer acknowledges acceptance of the mutual waiver of claims by Landlord and Tenant pursuant to subparagraph (b) below, and (iv) such insurance is primary with respect to Landlord and that any other insurance maintained by Landlord is excess and noncontributing with such insurance. If, in the opinion of Landxxxx'x insurance adviser, based on a substantial increase in recovered liability claims generally, the specified amounts of coverage are no longer adequate, such coverage shall be appropriately increased. Prior to the commencement of the term, Tenant shall deliver to Landlord a duplicate of such policy or a certificate thereof to Landlord for retention by it, with endorsements, and at least 30 days prior to the expiration of such policy of any renewal thereof, Tenant shall deliver to Landlord a replacement or renewal binder, followed by duplicate policy or certificate within a reasonable time thereafter. If Tenant fails to obtain such insurance or to furnish Landlord any such duplicate policy or certified as herein required, Landlord may, at its election, without notice to Tenant and without any obligation to do so, procure and maintain such coverage and Tenant shall reimburse Landlord on demand as additional rent for any liability to third parties outside of the Aircraft for any Aircraft used under this Agreement. Allegiant shall cause its insurer to unconditionally waive subrogation premium so paid by Landlord. b. Landlord hereby waives all claims against Tenant, and to name without limitation, Charterer, its parents, managers, Tenaxx'x officers, directors, partners, employees, agents and representatives for loss or damage to the extent that such loss or damage is insured against under any valid and collectible insurance policy insuring Landlord or would have been insured against but for any deductible amount under any such policy, and Tenant waives all claims against Landlord including Landlord's officers, directors, partners, employees, agents, subsidiaries and affiliated companies as additional insureds on all liability policies required hereunder or furnished in connection with Services provided hereunder, and shall deliver to Charterer a valid certificate of insurance ("Certificate") and a copy of the insurance policy endorsement evidencing compliance coverage herewith at least fourteen (14) days prior to the commencement of Allegiant's Services hereunder. This insurance protection afforded to the additional insureds shall provide the same protection and coverage as is provided to the primary insured on the policy and such insurance shall be primary and not secondary to any existing insurance coverage of any additional insured. Such Certificates shall contain provisions requiring the insurance carrier to give at least 30 days prior written notice to Charterer of any reduction in, or cancellation of, insurance coverage that has been so certified and unconditionally waiving the insurance carrier's rights of subrogation. Allegiant's failure to provide any Certificate required herein shall not relieve Allegiant of any obligation to cause the insurance coverage described herein to be provided. It shall be Allegiant's obligation to make certain that itself and its insurers have complied with the provisions of this Section. 20.2 Allegiant hereby agrees to defend, indemnify, release, save free and hold harmless Charterer, its parent and affiliated companies, their managers, agents, employees, officers, directors and subsidiaries from and against any and all claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments of any kind or nature by or in favor of anyone whomsoever and from and against any and all costs and expenses, including attorneys fees, resulting from or in connection with representatives for loss of life, bodily injury or damage to property arising directly the extent such loss or indirectlydamage is insured against under any valid and collective insurance policy insuring Tenant or required to be maintained by Tenant under this Lease, out of or from or on account of would have been insured against but for any deductible amount under any such policy. [SEE ADDENDUM TO LEASE] c. As this Lease does not involve the provision of Services pursuant public interest and insurance is available to this Agreement, except when Tenant which will protect it against such claims, suitsdamage, damagesinjury or death, liabilitiesTenant hereby waives all claims against Landlord for damage to any property or injury to or death of any person in, fines, penalties, proceedings, orders, decrees, settlements, upon or about the premises or the Building arising at any time and judgments are due to from any cause. Tenant shall hold Landlord harmless from and defend Landlord against all claims (except such as arises from the gross sole negligence or willful misconduct of ChartererLandlord, its subsidiariesagents, parent employees or affiliated companiescontractors) (i) for damage to any property or injury to or death of any person arising from the use of the premises by Tenaxx, xx (ii) arising from the negligence or willful misconduct of Tenant, its managersemployees, agents, employeesor contractors in, officersupon or about those portions of the Building other than the premises. The foregoing indemnity obligation of Tenant shall include reasonable attorneys' fees, directors or contractors. This indemnification shall be insured against by Allegiant and shall not be limited or restricted by any other provision of this Agreementinvestigation costs, including but not limited to the insurance requirements. 20.3 Any obligations of indemnification, insurance and confidentiality shall survive the termination of this Agreement. 20.4 Allegiant shall invoice Charterer for the following insurance surcharges: (a) a [...***...] per passenger per segment fee (for passenger liability), to be invoiced pursuant to Section 8.2; (b) a [...***...] per departure charge (for ground liability), to be invoiced pursuant to Section 8.1; and (c) a [...***...] annual charge (for war risk hull), to be invoiced in the amount of [...***...] each twice monthly pursuant to Section 8.1. [...***...]and

Insurance and Indemnity. 20.1 Allegiant shall have in effect with financially viable (a) During the Term and reputable insurers an aircraft liability insurance policy, including passenger liability coverage, having for a liability limit period of not less than Three six (6) months after the termination of this Agreement, Vendor will secure and maintain (i) comprehensive general liability insurance on an occurrence basis (including, independent contractors, contractual, personal injury, Vendor Services and completed operations, and broad form property damage) with combined single limits of not less than Two Million Dollars ($3,000,000.002,000,000) per seat for any one occurrence for any Aircraft used under this Agreementoccurrence. Additionally, Allegiant's aforementioned liability Such insurance policy shall provide coverage for any liability to third parties outside of the Aircraft for any Aircraft used under this Agreement. Allegiant shall cause name Cendant and its insurer to unconditionally waive subrogation affiliates and to name without limitation, Charterer, its parents, managers, their respective officers, directors, employees, agents, subsidiaries employees and affiliated companies agents as additional insureds on all liability policies required hereunder or furnished in connection with Services provided hereunder, and shall deliver be primary for all purposes. All policies shall be endorsed with a statement that the coverage may not be cancelled, altered or permitted to Charterer a valid certificate of insurance lapse or expire without thirty ("Certificate") and a copy of the insurance policy endorsement evidencing compliance coverage herewith at least fourteen (1430) days prior advance written notice to Cendant, that the commencement of Allegiant's Services hereunder. This insurance protection afforded to the additional insureds shall provide the same protection and coverage as is provided to the primary insured on the policy and such insurance shall be primary and that any insurance carried by Cendant or its affiliates shall be non-contributory to such coverage. The names of the Vendor and Cendant as identified in the policies shall be identical to the names of the Vendor and Cendant as identified in this Agreement. If an umbrella policy is used to satisfy any required coverage of this Section, such policy shall be at least "Follow-Form" with the requirements described in this Section and not secondary to any existing insurance limit the coverage of any additional insured. Such Certificates shall contain provisions requiring the insurance carrier to give at least 30 days prior written notice to Charterer of any reduction in, or cancellation of, insurance coverage that has been so certified and unconditionally waiving the insurance carrier's rights of subrogation. Allegiant's failure other policies used to provide any Certificate required herein shall not relieve Allegiant of any obligation to cause the insurance coverage described herein to be provided. It shall be Allegiant's obligation to make certain that itself and its insurers have complied with the provisions of under this Section. 20.2 Allegiant hereby agrees (b) Simultaneously with the execution of this Agreement, annually thereafter, and each time a change is made in any insurance policy or insurance carrier, Vendor will furnish to defendCendant a certificate of insurance evidencing the insurance coverages in effect, indemnifythe named insured and additional insureds, releaseand endorsed with a statement that the coverage may not be cancelled, save free altered or permitted to lapse or expire without thirty (30) days advance written notice to Cendant. Failure to demand such certificates or other evidence of full compliance with these insurance requirements or failure of Cendant to identify a deficiency from evidence that is provided, shall not be construed as a waiver of obligation to maintain such insurance. (c) All policies required by this Agreement shall be written by insurance carriers rated "A" or better by A.M. Best and hold harmless Chartererapproved by and satisfactory to Cendant. No "cut through" endorsements shall be acceptable. All policies shall provide that the insurer waives any right of subrogation against Cendant. By requiring insurance as provided in this Section, Cendant does not represent that coverage and limits will be necessarily adequate to protect Cendant and its parent affiliates, and affiliated companiestheir officers, their managersdirectors, employees and agents, employeesand such limits shall not be deemed as a limitation of Vendor's liability under this Agreement. (d) Vendor will indemnify Cendant and its affiliates against, officershold each harmless from, directors and subsidiaries from and against promptly reimburse each for any and all claims, suitspayments of money (fines, damages, liabilitieslegal fees, finesexpenses) arising out of any demand, penaltiesclaim, tax, penalty, administrative or judicial proceedings, ordersor actions relating to any claimed occurrence with respect to the Vendor Services (even where Cendant's negligence is alleged) and any act, decrees, settlements, and judgments omission or obligation of Vendor or anyone associated or affiliated with Vendor or the Vendor Services. Vendor waives any right of recovery against Cendant for any direct or indirect loss arising out of any kind occurrence relating to the Vendor Services. In the event that Cendant is required to respond to any claim, action, demand or nature proceeding relating to the Vendor Services, Vendor will, upon written demand by Cendant, respond and defend Cendant and its affiliates against such claims and demands in any such actions or proceedings. In the event that Vendor fails to defend Cendant when requested or if Vendor's chosen counsel maintains a conflict of interest in favor of anyone whomsoever representing Cendant and from and against any and that conflict can not be resolved, Vendor will reimburse Cendant for all costs and expenses, including attorneys reasonable attorney fees, resulting from or in connection with loss incurred by Cendant. The obligations of life, bodily injury or damage to property arising directly or indirectly, out of or from or on account of the provision of Services Vendor pursuant to this Agreement, except when such claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments are due to the gross negligence or willful misconduct of Charterer, its subsidiaries, parent or affiliated companies, its managers, agents, employees, officers, directors or contractors. This indemnification shall be insured against by Allegiant and shall not be limited or restricted by any other provision of this Agreement, including but not limited to the insurance requirements. 20.3 Any obligations of indemnification, insurance and confidentiality subsection (d) shall survive the termination of this Agreement. 20.4 Allegiant shall invoice Charterer for the following insurance surcharges: (ae) a [...***...] per passenger per segment fee (for passenger liability)NEITHER PARTY SHALL BE LIABLE TO THE OTHER, to be invoiced pursuant to Section 8.2; (b) a [...***...] per departure charge (for ground liability)UNDER ANY CIRCUMSTANCE, to be invoiced pursuant to Section 8.1; and (c) a [...***...] annual charge (for war risk hull)FOR ANY SPECIAL, to be invoiced in the amount of [...***...] each twice monthly pursuant to Section 8.1CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES ARISING FROM OR CONNECTED WITH THIS AGREEMENT OR THE VENDOR SERVICES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS OF USE, LOST DATA OR ANY DAMAGES OR SUMS PAID TO THIRD PARTIES, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. [...***...]THIS LIMITATION SHALL APPLY WHETHER ANY SUCH CLAIM IS BASED UPON BREACH OF CONTRACT, WARRANTY OR ANY STATUTORY DUTY, NEGLIGENCE OR OTHER TORT, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE.

Insurance and Indemnity. 20.1 Allegiant (a) Remote (or its payroll service company (as respects 5a (iii) and 5a(iv) below), at its own expense, shall have carry the following insurance with a company or companies licensed or “admitted” in effect with financially viable and reputable insurers an aircraft liability insurance policy, including passenger liability coveragethe State of New York, having at least a liability limit policyholders rating of A minus and a financial rating of IX as rated by A.M. Best Company and otherwise reasonably satisfactory to the Apartment Corporation, during the entire period of the License Term and any other period during which Remote and/or the Remote Personnel have access to any portion of the Property and/or the Building: (i) Commercial General and Excess/Umbrella Liability or “CGL” Insurance on an occurrence basis having primarycombined limits of at least $5,000,000 per occurrence with not less than Three Million Dollars a $10,000,000 combined aggregate limits for claims arising out of allegations of bodily injury, personal injury and for property damage, including but not limited to premises, elevators, products, broad form property damage, coverage for explosion, collapse and underground hazards, pollution liability, environmental impairment liability, equipment, tools portable enclosures, fencing and security devices, and independent contractor's contractual liability. The Apartment Corporation and its managing agent ($3,000,000.00Orsid Realty Corp.) must be included as “Additional Insured” parties on these policies of insurance as their interests may appear. In accordance with the indemnity provisions herein, thisThe coverage afforded to the Additional Insureds shall be written on a primary basis, and shall not require or contemplate contribution by any other policy or policies obtained by, or available to, any Additional Insured; any other such coverage shall be excess over the coverage to be provided by Remote. Each policy shall contain a “per seat project” Aggregate Limit endorsement or equivalent so as to provide a unique limit for any one occurrence for any Aircraft used losses arising out of the operations and work performed under this contract. There shall be no shared limits and no erosion of available liability limits by claims arising out of operations unrelated to those contemplated under this Agreement. AdditionallyNo aggregate shall apply to any coverage that is not subject to an aggregate in the underlying policy. In addition, Allegiant's aforementioned Remote’s protective liability insurance policy shall provide coverage for any liability to third parties outside of the Aircraft for any Aircraft used under this Agreement. Allegiant shall cause its insurer to unconditionally waive subrogation and to name without limitation, Charterer, its parents, managers, officers, directors, employees, agents, subsidiaries and affiliated companies as additional insureds on all liability policies required hereunder or furnished be provided in connection with Services provided hereunderany portion of the work contemplated by the License that is subcontracted. (ii) Comprehensive Vehicle Liability Insurance on an occurrence basis, on a form equal to the latest version of ISO form CA 00 03, including owned, non-owned, hired or rented private passenger and commercial vehicles, covering bodily injury and property damage in the amount of $1,000,000 single occurrence limit. (iii) Worker's Compensation Insurance and Employers Liability Insurance as required by law. (iv) New York State Disability Benefits Law Coverage as required by law. (b) (i) Remote and the Remote Personnel shall have no access to begin the actions contemplated by the License until Remote has obtained and paid for all insurance required by this Article and until original certificates of insurance naming the Apartment Corporation as the Certificate Holder with blanket endorsements in a form reasonably acceptable to the Apartment Corporation (and true and complete copies of the policies if requested) have been submitted to and approved by the Apartment Corporation as to the kind, coverage and amount. Additionally, Remote shall submit to the Apartment Corporation a Statement by the insurer its agent or broker on the letterhead of such insurer, agent or broker, attesting to the following: (A) That this Article has been presented to the signatory of the Statement for review and evaluation, and that the signatory represents that the policy conforms to the obligations assumed by Remote in this Article. (B) That the signatory has been informed of the expected duration of the License (and the signatory is to set forth the length of that period in its statement). (C) That the signatory has the authorization extended by the insurer to endorse the policy. (D) That the signatory has endorsed the policy, as necessary, to afford the coverages set forth in this Article. (E) That the policy has been pre-paid for a period of time sufficient to expect that it will remain in force during the expected duration of the License. (F) That if the policy is, by its own terms, to expire prior to the expected duration of the License, the Additional Insureds have the right (but not the obligation) to pay for the extension of coverage for the duration of the License until after the License is expired. (ii) Should any of the above-described policies be cancelled before the expiration date thereof, notice will be delivered in accordance with policy provisions. On or before the effective date of any cancellation or termination, Remote shall replace the applicable policy of insurance with another policy of insurance (and shall deliver to Charterer the Apartment Corporation certificates of such insurance) in compliance with this paragraph.Each policy shall contain a valid certificate of insurance ("Certificate") and a copy of provision that the insurance policy endorsement evidencing compliance coverage herewith will not be cancelled, materially changed or allowed to expire until at least fourteen thirty (1430) days prior written notice by certified or registered mail with return receipt requested has been given to the Apartment Corporation, and policies that lapse or expire during the term of this Agreement or during the License shall be renewed and certificates thereof shall be received by the Apartment Corporation no less than thirty (30) days prior to the commencement of Allegiant's Services hereunderexpiration or cancellation. This insurance protection afforded Remote shall provide prompt notice to the additional insureds shall provide the same protection insurer involved and coverage as is provided to the primary insured on Apartment Corporation of all damages to property of the policy Apartment Corporation or of others and such of injuries to persons which are related in any manner, directly or indirectly, to the License. (iii) Remote’s liability shall not be limited because of the insurance shall be primary and not secondary required hereunder nor to any existing insurance coverage the amount thereof nor because of any additional insured. Such Certificates shall contain provisions requiring the exclusions from coverage in any insurance carrier to give at least 30 days prior policy. (iv) Remote, upon written notice by the Apartment Corporation, shall promptly provide to Charterer the Apartment Corporation true and complete copies of the aforementioned insurance policies. (c) To the fullest extent permitted by law, and except for any matter arising from the negligence or willful misconduct of any reduction inof the Indemnitees, or cancellation of, insurance coverage that has been so certified and unconditionally waiving the insurance carrier's rights of subrogation. Allegiant's failure to provide any Certificate required herein shall not relieve Allegiant of any obligation to cause the insurance coverage described herein to be provided. It shall be Allegiant's obligation to make certain that itself and its insurers have complied with the provisions of this Section. 20.2 Allegiant Remote hereby agrees to defend, indemnify, release, save free indemnify and hold harmless Charterer, the Apartment Corporation and its parent and affiliated companies, their managers, agents, employees, officers, directors directors, shareholders, agents and subsidiaries employees (collectively, the “Indemnitees”): (i) from and against any and all claims, suitslosses, damagesdamages or liability arising out of or in connection with the operations and performance of activities by rRemote in connection with the License including but not limited to (A) the negligence or willful misconduct of Remote or its agents or, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments employees or subcontractors or (B) the breach by Remote of any kind material provision of this Agreement; (C) Strict liability imposed as a consequence of Remote’s actions and/or omissions; and/or (C) the injury or nature by death of any employee of Remote or of any subcontractor of Remote occurring in favor the course of anyone whomsoever such person's employment in connection herewith; and (ii) from and against any and all reasonable costs, and reasonable expenses and fees, including, but not limited to, reasonable outside attorneys' fees, architects', engineers' and consultants' fees and disbursements, all other professional fees and disbursements and verified court costs and expenses, including attorneys fees, resulting from fees arising out of or in connection with loss any such claim, loss, damage, liability or breach. This indemnity specifically contemplates full indemnity in the event of lifeliability imposed against the Apartment Corporation without negligence and solely by reason of statute, bodily injury operation of law, or damage otherwise, and partial indemnity in the event of any actual gross negligence on the part of the Apartment Corporation causing or contributing to property the underlying claim, in which event, indemnification will be limited to any liability imposed over and above that percentage attributable to actual fault, whether by statute, by operation of law, or otherwise and, to the fullest extent permitted by law, shall be limited to direct damages only and tThe Apartment Corporation shall not, hereunder or otherwise, be liable for indirect, consequential or special damages. Remote will reimburse the Apartment Corporation for all reasonable attorneys', architects', engineers', consultants' and other professional fees and disbursements incurred by the Apartment Corporation in enforcing this Agreement or any right of the Apartment Corporation, or in defending any claim or suit arising directly or indirectly, out of or from or on account of the provision of Services pursuant to in connection with this Agreement, except when such claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments are due to the gross negligence or willful misconduct of Charterer, its subsidiaries, parent or affiliated companies, its managers, agents, employees, officers, directors or contractors. This indemnification shall be insured against by Allegiant paragraph and shall not be limited or restricted by any other provision of this Agreement, including but not limited to the insurance requirements. 20.3 Any obligations of indemnification, insurance indemnities and confidentiality agreements herein contained shall survive the expiration or earlier termination of this Agreement. 20.4 Allegiant shall invoice Charterer for the following insurance surcharges: (a) a [...***...] per passenger per segment fee (for passenger liability), to be invoiced pursuant to Section 8.2; (b) a [...***...] per departure charge (for ground liability), to be invoiced pursuant to Section 8.1; and (c) a [...***...] annual charge (for war risk hull), to be invoiced in the amount of [...***...] each twice monthly pursuant to Section 8.1. [...***...]

Insurance and Indemnity. 20.1 Allegiant shall have We agree during the term of this Agreement ----------------------- to carry directors' and officers' insurance in effect with financially viable and reputable insurers an aircraft liability insurance policy, including passenger liability coverage, having a liability limit of amount not less than Three Million Dollars ($3,000,000.00) per seat for any one occurrence for any Aircraft used under 5 million to include you and your designated persons as additional insureds, to the extent our insurance company will permit us to treat your assigned persons as consultants. In addition, we hereby agree to the indemnity provisions set forth on Exhibit A to this Agreement. AdditionallyPlease countersign this Agreement in the place indicated below to confirm your acceptance of an agreement to the terms stated in this letter. Very truly yours, Allegiant's aforementioned liability insurance policy shall provide coverage for any liability FIELDWORKS INCORPORATED By____________________________________ President and Chief Executive Officer CONFIRMED AND ACCEPTED By Glenmount, LLC By _________________________ Managing Director ADDENDUM A In connection with the engagement described in the foregoing letter agreement to third parties outside which this Addendum A is attached, Fieldworks, Incorporated ("Company") agrees to indemnify and hold harmless Glenmount, LLC ("Glenmount") and each of the Aircraft for any Aircraft used under this Agreement. Allegiant shall cause its insurer to unconditionally waive subrogation and to name without limitation, Charterer, its parents, managers, officers, directors, employeesrepresentatives, agents, subsidiaries employees and affiliated companies controlling persons (within the meaning of the Securities Act of 1933, as additional insureds on amended) against any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) related to or arising out of this engagement, and will reimburse Glenmount and each other person indemnified hereunder for all liability policies required hereunder or furnished legal and other expenses as incurred in connection with Services provided hereunderinvestigating or defending any such loss, and shall deliver to Charterer claim, damage, liability, action or proceeding whether or not in connection with pending or threatened litigation in which Glenmount or any of other person indemnified hereunder is a valid certificate of insurance party; provided, however, that -------- ------- the Company will not be liable in any such case ("Certificate") and a copy except cases arising out of the insurance policy endorsement evidencing compliance coverage herewith at least fourteen (14use of information provided by any Company) days prior to the commencement of Allegiant's Services hereunder. This insurance protection afforded to the additional insureds shall provide the same protection and coverage as is provided to the primary insured on the policy and such insurance shall be primary and not secondary to any existing insurance coverage of any additional insured. Such Certificates shall contain provisions requiring the insurance carrier to give at least 30 days prior written notice to Charterer of any reduction infor losses, or cancellation of, insurance coverage that has been so certified and unconditionally waiving the insurance carrier's rights of subrogation. Allegiant's failure to provide any Certificate required herein shall not relieve Allegiant of any obligation to cause the insurance coverage described herein to be provided. It shall be Allegiant's obligation to make certain that itself and its insurers have complied with the provisions of this Section. 20.2 Allegiant hereby agrees to defend, indemnify, release, save free and hold harmless Charterer, its parent and affiliated companies, their managers, agents, employees, officers, directors and subsidiaries from and against any and all claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments of any kind liabilities or nature by or in favor of anyone whomsoever and expenses arising from and against any and all costs and expenses, including attorneys fees, resulting from or in connection with loss of life, bodily injury or damage to property arising directly or indirectly, out of or from or on account of the provision of Services pursuant to this Agreement, except when such claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments are due to the gross negligence or willful misconduct of ChartererGlenmount or the party claiming a right to indemnification. In case any proceeding shall be instituted involving any person in respect of whom indemnity may be sought, such person (the "Indemnified Party") shall promptly notify the Company, and the Company, upon the request of the Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Company may designate in such proceeding and shall pay as incurred the fees and expenses of such counsel related to such proceedings. In any such proceeding, any Indemnified Party shall have the right to retain its subsidiariesown counsel at its own expense, parent except that the Company shall pay as incurred the fees and expenses of counsel retained by the Indemnified Party in the event that (i) the Company and the Indemnified Party shall have mutually agreed to the retention of such counsel or, (ii) the named parties to any such proceeding (including any impleaded parties) include the Company and the Indemnified Party and representation of such parties by the same counsel would be inappropriate, in the reasonable opinion of the Indemnified Party, due to actual or affiliated companiespotential differing interests between them. The Company shall not be liable for any settlement of any proceeding effected without its written consent. In addition, its managersthe Company will not, agentswithout the prior written consent of Glenmount, employeessettle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not Glenmount or any Indemnified Party is an actual or potential party to such claim, action, suit or proceeding) unless such settlement, compromise or consent includes an unconditional release of Glenmount and each other Indemnified Party hereunder from all liability arising out of such claim, action, suit or proceeding. EXHIBIT D Form of Voting and Transfer Restriction Agreement VOTING AGREEMENT This VOTING AGREEMENT (this "Agreement") is entered into as of this ____ day of _____________, 1999, by and among Fieldworks, Incorporated, a Minnesota corporation ("Company"), and those persons listed on Exhibit "A" hereto [need list of officers, directors or contractors. This indemnification shall be insured against by Allegiant and shall not be limited or restricted by any other provision affiliates that are shareholders and will execute this document] (collectively, the "Shareholders"), and, for the purpose of enforcing its rights under this Agreement, including but not limited Agreement pursuant to the insurance requirementsMinnesota Business Corporation Act, Industrial-Works Holding Corp., a Delaware corporation ("Purchaser"). 20.3 Any obligations of indemnification, insurance and confidentiality shall survive the termination of this Agreement. 20.4 Allegiant shall invoice Charterer for the following insurance surcharges: (a) a [...***...] per passenger per segment fee (for passenger liability), to be invoiced pursuant to Section 8.2; (b) a [...***...] per departure charge (for ground liability), to be invoiced pursuant to Section 8.1; and (c) a [...***...] annual charge (for war risk hull), to be invoiced in the amount of [...***...] each twice monthly pursuant to Section 8.1. [...***...]

Insurance and Indemnity. 20.1 Allegiant (a) During the Term, but subject to the provisions of Section 6(c), Tenant shall have in effect maintain with financially viable and reputable insurers an aircraft respect to the Demised Premises: (i) comprehensive commercial general liability insurance policy, including passenger liability coverage, having a liability limit with limits of not less than Three Five Million Dollars ($3,000,000.005,000,000.00) per seat occurrence and in the aggregate, and property damage insurance in an amount not less than Two Million Dollars ($2,000,000.00) per occurrence and in the aggregate, insuring against claims for any bodily or personal injury, death or property damage occurring on, in or about the Demised Premises; and (ii) fire and extended coverage insurance on an occurrence basis insuring against loss by fire and all of the other risks and perils as are included under the ISO Special Form coverage as such term is known on the date of this Lease, for one occurrence for any Aircraft used under this Agreement. Additionallyhundred percent (100%) of the replacement cost of the Improvements at the time in question (excluding cost of excavations, Allegiant's aforementioned foundations, footings, underground pipes, conduits, flues and drains); and (iii) xxxxxxx’x compensation insurance to the extent required by Legal Requirements. (b) Tenant’s general commercial liability insurance policy shall provide coverage for any liability to third parties outside of the Aircraft for any Aircraft used under this Agreement. Allegiant shall cause its insurer to unconditionally waive subrogation and be endorsed so as to name without limitation, Charterer, its parents, managers, officers, directors, employees, agents, subsidiaries and affiliated companies Landlord as an additional insureds on all liability policies required hereunder or furnished in connection with Services provided hereunderinsured, and Tenant’s fire and extended coverage insurance, as respects the Mansion only, shall deliver be endorsed so as to Charterer a valid certificate of insurance ("Certificate") name Landlord as an additional insured, solely as its interest may appear. Notwithstanding anything in this Lease or any Legal Requirement to the contrary, except as is specifically hereinafter set forth, Tenant or parties designated by Tenant shall have the sole right to adjust any loss under the fire and a copy of the casualty insurance policy endorsement evidencing compliance coverage herewith at least fourteen (14) days prior to maintained by Tenant, and in all events, regardless of which party shall adjust the commencement loss, all proceeds of Allegiant's Services hereunder. This insurance protection afforded to the additional insureds shall provide the same protection and coverage as is provided to the primary insured on the policy and such insurance shall be primary payable solely to, or as directed by, Tenant, and not secondary Tenant shall be the sole loss payee under such fire and casualty insurance policy. In no event shall Landlord or any third party be entitled to, or have any interest in, such insurance proceeds or any part thereof. Notwithstanding the foregoing, if within a reasonable time following a fire or other casualty which damages or destroys all or any part of the Mansion, and which loss is a loss covered by Tenant’s fire and casualty insurance policy (a “Mansion Loss”), Tenant fails to file a claim under its fire and casualty insurance policy to adjust and recover upon the Mansion Loss, unless such failure is due to a delay as contemplated under Article 21 of this Lease, Landlord may give to Tenant a notice (a “Loss Adjustment Notice”) requiring that Tenant file a claim with its fire and casualty insurer to adjust and recover upon the Mansion Loss within sixty (60) days after Tenant’s receipt of the Loss Adjustment Notice. If Tenant shall fail to file and thereafter prosecute a claim to adjust and recover upon the Mansion Loss within such sixty (60) day period, Landlord may do so in its capacity as an additional insured under Tenant’s fire and extended coverage insurance policy. In such event, Landlord shall prosecute such claim in good faith so as to cause insurance proceeds sufficient to complete a Casualty Restoration (hereinafter defined) with respect to the damages to the Mansion to be paid to Tenant, which proceeds shall be deposited in escrow or applied to the Casualty Restoration to the Mansion as contemplated by Article 8 this Lease. (c) Notwithstanding the foregoing, Tenant shall have the absolute right to self-insure against its obligations under this Article 6 or maintain any deductible amount or self insurance retention as to all or any part of the insurance required by this Article 6 pursuant to any existing plan of self insurance maintained by Tenant, individually or together with Tenant’s affiliates. If Tenant elects or is deemed to have elected to self insure, all of the provisions relating to insurance required to be maintained by Tenant, shall apply as if Tenant had in fact maintained policies of insurance in lieu of self-insurance. (d) To the extent not covered by Tenant’s insurance for which Landlord is named as an additional insured (if such policy or policies have been obtained) or would have been covered if Tenant had obtained the required insurance coverage hereunder instead of any additional insured. Such Certificates shall contain provisions requiring the insurance carrier to give at least 30 days prior written notice to Charterer of any reduction inself insuring, or cancellation of, insurance coverage that has been so certified and unconditionally waiving the insurance carrier's rights of subrogation. Allegiant's failure to provide any Certificate required herein shall not relieve Allegiant of any obligation to cause the insurance coverage described herein to be provided. It shall be Allegiant's obligation to make certain that itself and its insurers have complied with the provisions of this Section. 20.2 Allegiant hereby Tenant agrees to defend, indemnify, release, save free defend and hold Landlord and any trustee, beneficiary, manager, owner, beneficial owner, partner, member, officer, director or shareholder of Landlord (collectively, the “Landlord Indemnified Parties”), harmless Charterer, its parent and affiliated companies, their managers, agents, employees, officers, directors and subsidiaries from and against any and all claims, suitslosses, damages, liabilitiesclaims, finessuits or actions, penalties, proceedings, orders, decrees, settlementsjudgments and costs arising out of any injury to or death of persons or damage to property on or about the Demised Premises due to or arising from: (i) Tenant’s use of, and operations at, the Demised Premises; (ii) a third party’s claim against Landlord solely by reason of Landlord’s estate in the Demised Premises; or (iii) Tenant’s breach of its obligations hereunder or Tenant’s negligence. Tenant’s indemnification hereunder specifically excludes and shall not cover any and all losses, damages, claims, suits or actions, judgments and costs arising out of or relating to: (1) Landlord’s breach of its obligations pursuant to this Lease or any Legal Requirement; (2) claims made by a third party whose claim is based upon such party’s presence at the Demised Premises at the invitation or with the permission of any kind of the Landlord Indemnified Parties, the Beneficiary or nature the Family Permittees (hereinafter defined); or (3) due to the negligence of any of the Landlord Indemnified Parties, the Beneficiary or the Family Permittees. As a condition to Tenant’s indemnification obligations hereunder, the Landlord Indemnified Parties shall provide to Tenant reasonably prompt notice of any claim for which indemnification is sought. Tenant shall have the right to settle any such claim on any terms acceptable to Tenant, provided that such settlement does not impose any obligation on the Landlord Indemnified Parties or adversely affect any rights or interests of the Landlord Indemnified Parties. The indemnification contained in this Section 6(d) shall include reasonable attorneys’ fees and disbursements incurred by the Landlord Indemnified Parties arising due to a breach of Tenant’s duty to defend. (e) Landlord agrees to indemnify, defend and hold Tenant and each member, manager, owner, beneficial owner, partner, officer, director, shareholder or in favor employee of anyone whomsoever and Tenant (collectively, the “Tenant Indemnified Parties”), harmless from and against any and all losses, damages, claims, suits or actions, judgments and costs and expenses, including attorneys fees, resulting from arising out of any injury to or in connection with loss death of life, bodily injury persons or damage to property on or about the Demised Premises arising directly or indirectly, out of or from or on account relating to: (1) the negligence of any of the provision Landlord Indemnified Parties; (2) relating to Landlord’s breach of Services its obligations pursuant to this AgreementLease; (3) claims by a third party whose claim is based upon such party’s presence at the Demised Premises at the invitation of any of the Landlord Indemnified Parties. As a condition to Landlord’s indemnification obligations hereunder, except when the Tenant Indemnified Parties shall provide to Landlord reasonably prompt notice of any claim for which indemnification is sought. Landlord shall have the right to settle any such claimsclaim on any terms acceptable to Landlord, suitsprovided that such settlement does not impose any obligation on the Tenant Indemnified Parties or the Business, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, or adversely affect any rights or interests of the Tenant Indemnified Parties or of the Business. The indemnification contained in this Section 6(e) shall include reasonable attorneys’ fees and judgments are disbursements incurred by the Tenant Indemnified Parties arising due to the gross negligence or willful misconduct a breach of Charterer, its subsidiaries, parent or affiliated companies, its managers, agents, employees, officers, directors or contractors. This indemnification shall be insured against by Allegiant and shall not be limited or restricted by any other provision of this Agreement, including but not limited Landlord’s duty to the insurance requirementsdefend. 20.3 Any obligations of indemnification, insurance and confidentiality shall survive the termination of this Agreement. 20.4 Allegiant shall invoice Charterer for the following insurance surcharges: (a) a [...***...] per passenger per segment fee (for passenger liability), to be invoiced pursuant to Section 8.2; (b) a [...***...] per departure charge (for ground liability), to be invoiced pursuant to Section 8.1; and (c) a [...***...] annual charge (for war risk hull), to be invoiced in the amount of [...***...] each twice monthly pursuant to Section 8.1. [...***...]

Insurance and Indemnity. 20.1 Allegiant TENANT'S INSURANCE 7.01 The Tenant, at its sole cost and expense, shall place and maintain the following insurance until the expiration or earlier termination of this Lease: (a) All Risks" (including flood and earthquake) property insurance with deductibles not exceeding 3% of the amount insured, naming the Tenant, the Landlord, and any Mortgagee as insured parties, containing a waiver of any subrogation rights which the Tenant's insurers may have against the Landlord and against those for whom the Landlord is in law responsible, and (except with respect to the Tenant's moveables and moveable effects) incorporating the Mortgagee's standard mortgage clause and such insurance shall include: (i) insurance upon property of every description and kind owned by the Tenant or for which the Tenant is legally liable located on or in the Building including, without limitation, Leasehold Improvements, in an amount not less than the full replacement cost thereof, subject to a stated amount co-insurance clause; and (ii) business interruption insurance in such amount as will reimburse the Tenant for loss attributable to all perils referred to in this paragraph 7.01 (a) or resulting from prevention of access to the Premises; (b) comprehensive general liability insurance which includes the following coverages: owner's protective, personal injury, occurrence property damages; employers liability; blanket contractual liability and non-owned automobile liability and such policies shall contain inclusive limits less than $5,000,000 per occurrence, provide for cross liability, and name the Landlord insured; (c) all risks Tenant's legal liability insurance for the actual cash value of the Premises; (d) automobile liability insurance on an owner's form covering all license vehicles operated by or on behalf of the Tenant; which insurance shall have in effect with financially viable and reputable insurers an aircraft liability insurance policy, including passenger liability coverage, having a liability limit inclusive limits of not less than Three Million Dollars $2,000,000; and ($3,000,000.00e) per seat any other form of insurance which the Landlord, acting reasonably, or the Mortgagee requires from time to time in form, in amounts and for any one occurrence for any Aircraft used under this Agreementrisks against which a prudent tenant would insure. Additionally, Allegiant's aforementioned liability insurance policy shall provide coverage for any liability POLICY REQUIRE-MENTS 7.02 All policies referred to third parties outside of in Section 7.01 shall: (a) be taken out with insurers acceptable to the Aircraft for any Aircraft used under this Agreement. Allegiant shall cause its insurer Landlord; (b) be in a form satisfactory to unconditionally waive subrogation and to name without limitation, Charterer, its parents, managers, officers, directors, employees, agents, subsidiaries and affiliated companies as additional insureds on all liability policies required hereunder or furnished in connection with Services provided hereunderthe Landlord; (c) be non-contributing with, and shall deliver apply only as primary and not as excess to, any other insurance available to Charterer a valid certificate of insurance the Landlord; ("Certificate"d) and a copy not be invalidated as respects the interests of the insurance policy endorsement evidencing compliance coverage herewith at least fourteen Landlord or Mortgagee by reason of any breach of or violation of any warranty, representation, declaration or condition by the Tenant; and (14e) contain an undertaking by the insurers to notify the Landlord by registered mail not less than 30 days prior to the commencement of Allegiant's Services hereunderany material change, cancellation or termination. This insurance protection afforded FAILURE OF TENANT INSURE (a) The Tenant shall deliver to the additional insureds shall provide Landlord, at its request, certificates of insurance or, if required by the same protection TO Landlord, certified copies of such insurance policies. If the Tenant fails to place or to maintain in force any insurance referred to in Section 7.01 or should any such insurance not be approved by either the Landlord or Mortgagee and coverage as is provided should the Tenant not commence to diligently rectify (and thereafter proceed to diligently rectify) the situation within 48 hours after written notice by the Landlord to the primary insured on Tenant (stating the policy and reason the Landlord or Mortgagee does not approve of the insurance), the Landlord may, without assuming any obligation in connection therewith, effect such insurance at the sole expense of the Tenant and all outlays by the Landlord shall be primary and not secondary paid by the Tenant to the Landlord as Additional Rent without prejudice to any existing other rights or remedies of the Landlord under this Lease. INCREASE IN INSURANCE PREMIUMS 7.04 The Tenant shall not keep or use in the Premises any article or material which may be prohibited by any fire insurance coverage policy in force from time to time covering the Premises or the Building. If the conduct of any additional insured. Such Certificates shall contain provisions requiring the insurance carrier to give at least 30 days prior written notice to Charterer of any reduction business in, or cancellation the use of, the Premises, or any acts or omissions of the Tenant in the Building or any part thereof, cause or result in any increase in premiums for any insurance coverage that has been so certified and unconditionally waiving carried by the Landlord with respect to the Building, the Tenant shall pay such increase in premiums to the Landlord as Additional Rent. In determining whether increase premiums are caused by or result from the use of occupancy of the Premises by the Tenant, a schedule issued by the organization computing the insurance carrier's rights rate on the Building showing the various components of subrogation. Allegiant's failure such rate, shall be conclusive evidence of the items and charges which make up such rate. 7.05 If any insurer under any insurance policy covering any part of the Building or any occupant thereof cancels or threatens to provide cancel its insurance policy or reduces or threatens to reduce coverage under such policy by reason of the use of the Premises by the Tenant or any Certificate required herein shall not relieve Allegiant assignee or subtenant of any obligation to cause the insurance coverage described herein Tenant, or anyone permitted by the Tenant to be provided. It upon the Premises, the Tenant shall be Allegiant's obligation to make certain that itself and its insurers have complied with remedy such condition within 48 hours after notice thereof by the provisions of this SectionLandlord. 20.2 Allegiant hereby agrees to defend, indemnify, release, save free and hold harmless Charterer, its parent and affiliated companies, their managers, agents, employees, officers, directors and subsidiaries from and against any and all claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments of any kind or nature by or in favor of anyone whomsoever and from and against any and all costs and expenses, including attorneys fees, resulting from or in connection with loss of life, bodily injury or damage to property arising directly or indirectly, out of or from or on account of the provision of Services pursuant to this Agreement, except when such claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments are due to the gross negligence or willful misconduct of Charterer, its subsidiaries, parent or affiliated companies, its managers, agents, employees, officers, directors or contractors. This indemnification shall be insured against by Allegiant and shall not be limited or restricted by any other provision of this Agreement, including but not limited to the insurance requirements. 20.3 Any obligations of indemnification, insurance and confidentiality shall survive the termination of this Agreement. 20.4 Allegiant shall invoice Charterer for the following insurance surcharges: (a) a [...***...] per passenger per segment fee (for passenger liability), to be invoiced pursuant to Section 8.2; (b) a [...***...] per departure charge (for ground liability), to be invoiced pursuant to Section 8.1; and (c) a [...***...] annual charge (for war risk hull), to be invoiced in the amount of [...***...] each twice monthly pursuant to Section 8.1. [...***...]

Insurance and Indemnity. 20.1 Allegiant (a) Subject to the provisions of this Section 12, Subtenant shall have in effect with financially viable and reputable insurers an aircraft maintain during the term at a minimum a customary commercial general liability insurance policy, including passenger liability coverage, having a liability limit of policy with not less than Three Two Million Dollars ($3,000,000.002,000,000.00) per seat combined single limit coverage for any one occurrence for any Aircraft used under this Agreementboth bodily injury and property damage. Additionally, Allegiant's aforementioned liability Such insurance policy shall provide coverage for any liability that the insurer shall endeavor to third parties outside of the Aircraft for any Aircraft used under this Agreement. Allegiant shall cause its insurer to unconditionally waive subrogation and to name without limitation, Charterer, its parents, managers, officers, directors, employees, agents, subsidiaries and affiliated companies as additional insureds on all liability policies required hereunder or furnished in connection with Services provided hereunder, and shall deliver to Charterer a valid certificate of insurance provide thirty ("Certificate"30) and a copy of the insurance policy endorsement evidencing compliance coverage herewith at least fourteen (14) days prior to the commencement of Allegiant's Services hereunder. This insurance protection afforded to the additional insureds shall provide the same protection and coverage as is provided to the primary insured on the policy and such insurance shall be primary and not secondary to any existing insurance coverage of any additional insured. Such Certificates shall contain provisions requiring the insurance carrier to give at least 30 days prior written notice of cancellation to Charterer Sublandlord and Subtenant and in the case of any reduction incommercial general liability policy, shall name Sublandlord as an additional insured. Subtenant may, at its option, (i) satisfy any of its insurance obligations under this Sublease with any so-called "blanket" policy or cancellation ofpolicies of insurance or self-insurance program now or hereafter carried or maintained by Subtenant and/or (ii) provide for reasonable deductibles with respect to all such insurance. (b) Subtenant shall during the term maintain All Risk Insurance, including earthquake and flood when reasonably available on the personal property, equipment, fixtures, trade fixtures and machinery therein owned by the Subtenant. Such insurance coverage that has been so certified and unconditionally waiving the insurance carrier's rights of subrogation. Allegiant's failure to provide any Certificate required herein shall not relieve Allegiant of any obligation to cause the insurance coverage described herein to be provided. It shall be Allegiant's obligation for the full replacement cost of such property. (c) Subject to make certain that itself and its insurers have complied with the provisions of this Section. 20.2 Allegiant hereby agrees to defendSection 10, indemnify, release, save free Subtenant shall indemnify and hold harmless ChartererSublandlord, its parent and affiliated companies, their managers, agentsofficers, employees, officers, directors agents and subsidiaries invitees from and against any and all claims, suitsactions, losses, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments of any kind or nature by or in favor of anyone whomsoever and from and against any and all costs and expensesexpenses (collectively, "Claims and Damages") arising from the Subtenant's use of the Building and Land, including attorneys fees, resulting from or in connection with loss of life, bodily injury or damage to property arising directly or indirectly, out of the Premises and common areas or from the conduct of Subtenant's business or on account of from any activity or work permitted by the provision of Services pursuant to this Agreement, except when such claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, Subtenant in or about the Building and judgments are due to the gross Land and shall further indemnify and hold Sublandlord harmless from Claims and Damages arising from negligence or willful misconduct of Charterer, its subsidiaries, parent Subtenant. The foregoing indemnity shall not apply to the extent of any negligence or affiliated companies, its managers, willful misconduct of Sublandlord or any of Sublandlord's agents, contractors or employees, officers, directors or contractors. This indemnification shall be insured against by Allegiant and shall not be limited or restricted by any other provision of this Agreement, including but not limited to the insurance requirements. 20.3 Any obligations of indemnification, insurance and confidentiality shall survive the termination of this Agreement. 20.4 Allegiant shall invoice Charterer for the following insurance surcharges: (a) a [...***...] per passenger per segment fee (for passenger liability), to be invoiced pursuant to Section 8.2; (b) a [...***...] per departure charge (for ground liability), to be invoiced pursuant to Section 8.1; and (c) a [...***...] annual charge (for war risk hull), to be invoiced in the amount of [...***...] each twice monthly pursuant to Section 8.1. [...***...]

Insurance and Indemnity. 20.1 Allegiant (A) Lessee shall, throughout the Term or Renewal Terms, if any, of this Lease, at its own cost and expense, procure and maintain insurance which covers the Leased Premises and improvements against fire, wind, and storm damage (including flood insurance if the Leased Premises is in a federally designated flood prone area) and such other risks as may be included in the broadest form of extended coverage insurance as may, from time to time, be available in amounts, subject to commercially reasonable deductibles, sufficient to prevent Lessor or Lessee from becoming a co-insurer within the terms of the applicable policies. In any event, the insurance coverage shall have in effect with financially viable and reputable insurers an aircraft liability insurance policy, including passenger liability coverage, having a liability limit of not be less than Three Million Dollars one hundred percent ($3,000,000.00100%) per seat for any one occurrence for any Aircraft used under this Agreementof the then insurable value. Additionally, Allegiantreplacement cost endorsements, vandalism endorsement, malicious mischief endorsement, waiver of subrogation endorsement, waiver of co-insurance endorsement (if available), or equivalent coverage, shall be obtained. (B) Lessee agrees to place and maintain throughout the Term or Renewal Terms, if any, of this Lease, at Lessee's aforementioned own expense, public liability insurance policy in combination with excess/umbrella liability insurance, with respect to Lessee's use and occupancy of said premises, with initial limits of at least $5,000,000 combined single limit for bodily injury and property damage, or such additional amounts subject to commercially reasonable deductibles, as Lessor shall provide coverage for any liability reasonably require from time to third parties outside time. (C) Lessee agrees to notify Lessor in writing if Lessee is unable to procure all or some part of the Aircraft for any Aircraft used aforesaid insurance. In the event Lessee fails to provide all insurance required under this AgreementLease, Lessor shall have the right, but not the obligation, to procure such insurance on Lessee's behalf. Allegiant Lessee will then, within ten (10) business days from receiving written notice, pay Lessor the amount of the premiums due or paid, together with interest thereon at the current prime rate plus two percent accruing from the date of such invoice until paid, which amount shall cause its insurer be considered rent payable by Lessee in addition to unconditionally waive subrogation the Rental defined at Article 4 hereof. (D) All policies of insurance provided for or contemplated by this Article shall include Lessor and to name without limitationRobert P. Johnson, Charterer, its parents, managers, officers, directors, employees, agents, subsidiaries and affiliated companies Lexxxx xxx xxx xxrtgagee as additional insureds on all liability policies required hereunder or furnished in connection with Services provided hereunderinsured and loss payee, as their respective interests may appear, and shall deliver provide that the policies cannot be canceled, terminated, or modified in a manner that materially adversely affects the insurance required hereunder without thirty (30) days written notice to Charterer the Lessor from Lessee. All insurance companies must have an A.M. Best rating of "Very Good" or better. Lessee has provided Lessor with a valid certificate of insurance ("Certificate") and a legible copy of the applicable insurance policy endorsement evidencing compliance coverage herewith at least fourteen certificate(s) and will provide Lessor with copies of any changes thereto and shall provide evidence no less than thirty (1430) days prior to the commencement expiration, renewal or modification thereof by current Certificates of Allegiant's Services hereunder. This insurance protection afforded to the additional insureds shall provide the same protection and coverage as is provided to the primary insured on the policy and such insurance shall be primary and not secondary to any existing insurance coverage of any additional insured. Such Certificates shall contain provisions requiring the insurance carrier to give at least 30 days prior written notice to Charterer of any reduction in, or cancellation of, insurance coverage that has been so certified and unconditionally waiving the insurance carrier's rights of subrogation. Allegiant's failure to provide any Certificate required herein shall not relieve Allegiant of any obligation to cause the insurance coverage described herein Insurance to be provided. It shall be Allegiant's obligation to make certain that itself and its insurers have complied delivered in accordance with the provisions of this SectionArticle. 20.2 Allegiant hereby agrees to (E) Lessee shall defend, indemnify, release, save free and hold Lessor harmless Charterer, its parent and affiliated companies, their managers, agents, employees, officers, directors and subsidiaries from and against any and all claims, suits, damages, liabilities, fines, penalties, proceedings, and lawsuits arising after the Occupancy Date of this Lease and any orders, decreesdecrees or judgments which may be entered therein, settlementsbrought for damages or alleged damages resulting from any injury to person or property or from loss of life sustained in or about the Leased Premises during the Term of this Lease, and judgments of any kind or nature by or in favor of anyone whomsoever Lessee agrees to save Lessor harmless from, and from and against indemnify Lessor against, any and all costs and expensesinjury, including attorneys feesloss, or damage, of whatever nature, to any person or property caused by, or resulting from any act, omission, or in connection with negligence of Lessee or any employee or agent of Lessee occurring during the Term of this Lease. In addition, Lessee hereby releases Lessor from any and all liability for any loss of life, bodily injury or damage to property arising directly caused by fire or indirectly, out of or from or on account any of the provision extended coverage casualties. Lessor agrees to promptly notify Lessee of Services pursuant to all loses or claims for which it will seek indemnity from Lessee under this Agreement. Lessor agrees not to incur any cost or expense without the prior approval of Lessee, except when and to cooperate with Lessee in the investigation, defense and settlement of all such claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, . (F) Lessor hereby waives any and judgments are due all rights that it may have to recover from Lessee damages for any loss occurring to the gross negligence Leased Premises by reason of any act or willful misconduct omission of ChartererLessee; provided, its subsidiarieshowever, parent or affiliated companies, its managers, agents, employees, officers, directors or contractors. This indemnification shall be insured against by Allegiant and shall not be limited or restricted by any other provision of that this Agreement, including but not waiver is limited to those losses for which Lessor is compensated by its insurers. Lessee hereby waives any and all right that it may have to recover from Lessor damages for any loss occurring to the insurance requirementsLeased Premises by reason of any act or omission of Lessor; provided, however, that this waiver is limited to those losses for which Lessee is compensated by its insurers. 20.3 Any obligations of indemnification, insurance and confidentiality shall survive the termination of this Agreement. 20.4 Allegiant shall invoice Charterer for the following insurance surcharges: (a) a [...***...] per passenger per segment fee (for passenger liability), to be invoiced pursuant to Section 8.2; (b) a [...***...] per departure charge (for ground liability), to be invoiced pursuant to Section 8.1; and (c) a [...***...] annual charge (for war risk hull), to be invoiced in the amount of [...***...] each twice monthly pursuant to Section 8.1. [...***...]

Insurance and Indemnity. 20.1 Allegiant Subject to the minimum coverage requirements set forth below, PROVIDER shall have procure and maintain at all times throughout the term of this Agreement such insurance as will fully protect PROVIDER from all acts, errors or omissions while performing the services provided for in effect with financially viable this Agreement. PROVIDER shall submit to FACILITY prior to the effective date of this Agreement, a certificate of insurance issued by an insurer authorized to conduct insurance business in this state and reputable insurers an aircraft reasonably acceptable to FACILITY, indicating that PROVIDER has complete liability insurance policycoverage, including passenger liability coveragecoverage for any acts of professional malpractice Such insurance shall be in amounts reasonably satisfactory to FACILITY or in amounts required by the laws of this state, having a liability limit of whichever is greater, but shall not be in amounts less than Three Million Dollars $1,000,000 aggregate per year for injuries or incidents to persons and $100,000 each occurrence property damage coverage. Coverage less than stated amounts must be approved in writing in advance by FACILITY's Corporate Risk Management Department Said certificate shall provide that the insurer will not cancel said policy of insurance without giving FACILITY thirty ($3,000,000.0030) per seat for days advance written notice. Further, PROVIDER shall provide FACILITY thirty (30) days advance written notice.(or as soon as practicable) as to any one occurrence for material restriction, limitation, modification or revision to coverage contemplated herein. PROVIDER shall save, indemnify and hold FACILITY harmless of and from any Aircraft used and all liability, loss, costs and expenses incurred directly or indirectly from any acts, errors or Omissions by PROVIDER, its agents, employees or invitees from any cause arising from or relating to PROVIDER's performance under this Agreement. AdditionallyWithin the limits of its applicable insurance coverage, Allegiantand to the extent not otherwise inconsistent with state law, FACILITY shall save, indemnify and hold PROVIDER harmless of and from any and all liability, loss, costs and expenses incurred directly or indirectly from any acts, errors or omissions by FACILITY, its agents, employees or invitees from any cause arising from or related to FACILITY's aforementioned liability insurance policy shall provide coverage for any liability to third parties outside of the Aircraft for any Aircraft used performance under this Agreement. Allegiant shall cause its insurer to unconditionally waive subrogation and to name without limitation, Charterer, its parents, managers, officers, directors, employees, agents, subsidiaries and affiliated companies as additional insureds on all liability policies required hereunder or furnished in connection with Services provided hereunder, and shall deliver to Charterer a valid certificate of insurance ("Certificate") and a copy of the insurance policy endorsement evidencing compliance coverage herewith at least fourteen (14) days prior to the commencement of Allegiant's Services hereunder. This insurance protection afforded to the additional insureds shall provide the same protection and coverage as is provided to the primary insured on the policy and such insurance shall be primary and not secondary to any existing insurance coverage of any additional insured. Such Certificates shall contain provisions requiring the insurance carrier to give at least 30 days prior written notice to Charterer of any reduction in, or cancellation of, insurance coverage that has been so certified and unconditionally waiving the insurance carrier's rights of subrogation. Allegiant's failure to provide any Certificate required herein shall not relieve Allegiant of any obligation to cause the insurance coverage described herein to be provided. It shall be Allegiant's obligation to make certain that itself and its insurers have complied with the provisions of this Section. 20.2 Allegiant hereby agrees to defend, indemnify, release, save free and hold harmless Charterer, its parent and affiliated companies, their managers, agents, employees, officers, directors and subsidiaries from and against any and all claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments of any kind or nature by or in favor of anyone whomsoever and from and against any and all costs and expenses, including attorneys fees, resulting from or in connection with loss of life, bodily injury or damage to property arising directly or indirectly, out of or from or on account of the provision of Services pursuant to this Agreement, except when such claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments are due to the gross negligence or willful misconduct of Charterer, its subsidiaries, parent or affiliated companies, its managers, agents, employees, officers, directors or contractors. This indemnification shall be insured against by Allegiant and shall not be limited or restricted by any other provision of this Agreement, including but not limited to the insurance requirements. 20.3 Any obligations of indemnification, insurance and confidentiality shall survive the termination of this Agreement. 20.4 Allegiant shall invoice Charterer for the following insurance surcharges: (a) a [...***...] per passenger per segment fee (for passenger liability), to be invoiced pursuant to Section 8.2; (b) a [...***...] per departure charge (for ground liability), to be invoiced pursuant to Section 8.1; and (c) a [...***...] annual charge (for war risk hull), to be invoiced in the amount of [...***...] each twice monthly pursuant to Section 8.1. [...***...]

Insurance and Indemnity. 20.1 Allegiant 8.1. Throughout the Sublease Term, Subtenant shall have in effect with financially viable procure and reputable insurers an aircraft maintain, at its own cost and expense, such workers’ compensation, business interruption and commercial general liability insurance policyand any other coverages as are required to be carried by Tenant under the Master Lease, including passenger liability coverageand such property insurance as is required to be carried by Tenant under the Master Lease to the extent such property insurance pertains to the Sublease Premises, having all naming Sublandlord (and any of its designees), as well as Master Landlord (and any of its designees), as additional insureds and loss payees in the manner required in the Master Lease. If the Master Lease requires the Tenant to insure leasehold improvements or alterations, then Subtenant shall insure only those alterations in the Sublease Premises made by Subtenant. Subtenant shall furnish to Sublandlord a liability limit certificate, in form and substance consistent with the requirements of not less than Three Million Dollars ($3,000,000.00) per seat for any one occurrence for any Aircraft used the Master Lease, of Subtenant’s satisfaction of its obligation to obtain insurance under this AgreementSection 8.1 on or before the Commencement Date, or, if applicable, prior to any entry upon the Sublease Premises prior to the Commencement Date pursuant to this Sublease. AdditionallySubtenant’s general liability policies shall provide cross-liability coverage for Subtenant and Sublandlord (and any of its designees) to provide severability of interests, Allegiant's aforementioned and the coverage afforded to Sublandlord must be as broad as that afforded to Subtenant. Within five (5) business days after any renewal (or such earlier date as may be requested pursuant to the Master Lease) or promptly upon any other request by Sublandlord, Subtenant shall furnish Sublandlord with copies of policies, or certificates of insurance on XXXXX 25 or comparable form, and a copy of the endorsement to Subtenant’s liability policy showing the additional insureds and loss payees. In the event Subtenant does not maintain said insurance, Sublandlord may, in its sole discretion and without waiving any other remedies hereunder, procure said insurance and Subtenant shall pay to Sublandlord as rent the cost of said insurance plus a ten percent (10%) administrative fee. 8.2. Each of Sublandlord and Subtenant hereby waives on behalf of itself and on behalf of its insurers any and all rights of recovery against the other or against Master Landlord or against the officers, employees, agents and representatives of the other or Master Landlord on account of loss or damage occasioned to Sublandlord or Subtenant, as applicable, or their respective property or the properties of others under their respective control caused by fire or any of the extended coverage risks described hereunder to the extent that such loss or damage is insured under any insurance policy in force at the time of such loss or damage or required to be carried hereunder. If necessary for its effectiveness, each shall provide coverage for any liability give notice to third parties outside its insurance carrier of the Aircraft for any Aircraft used under foregoing waiver of subrogation. 8.3. To the extent covered by such Party’s insurance (or in the case of Subtenant, which would have been covered by Subtenant’s insurance had Subtenant complied with insurance coverage obligations set forth in this Agreement. Allegiant shall cause its insurer to unconditionally waive subrogation Sublease), and to name without limitationthe fullest extent permitted by Law, Charterereach of Subtenant and Sublandlord waives all claims against the other for economic damages, damage to any property or injury, or the death of any person in, on or about the Sublease Premises arising at any time from any cause. Subtenant agrees to protect, defend, indemnify and hold Sublandlord and its parentstrustees, managersmembers, principals, beneficiaries, partners, officers, directors, shareholders and employees (collectively, the “Sublandlord Related Parties”) harmless from all liabilities, obligations, damages, penalties, claims, actions, costs, liens, charges and expenses, including, without limitation, reasonable attorneys’ fees and other professional fees (if and to the extent permitted by Law) (collectively referred to herein as “Losses”), which may be imposed upon, incurred by or asserted against Sublandlord or any of the Sublandlord Related Parties, or for which Sublandlord may be liable to Master Landlord, arising from (a) the negligent acts or omissions of Subtenant, its employees, agentsagents or contractors, subsidiaries members, trustees, principals, beneficiaries, partners, officers, directors, shareholders, invitees or licensees (collectively, the “Subtenant Related Parties”), and affiliated companies (b) any acts or events occurring in or about the Sublease Premises during the Sublease Term, which are the subject matter of any indemnity of Sublandlord, as additional insureds on all liability policies required hereunder Tenant, to Master Landlord under the Master Lease. Subtenant’s obligations to protect, defend, indemnify and hold harmless Sublandlord and the Sublandlord Related Parties under this Section 8.3 are in no way conditioned upon either (i) Subtenant’s or furnished any Subtenant Related Party’s acts or omissions being a cause of any underlying Losses, or (ii) Sublandlord or any Sublandlord Related Parties being free of negligence or wrongful conduct in connection with Services provided hereundertherewith; provided, and however, that Subtenant shall deliver not be required to Charterer a valid certificate of insurance ("Certificate") and a copy of the insurance policy endorsement evidencing compliance coverage herewith at least fourteen (14) days prior indemnify or hold Sublandlord harmless to the commencement of Allegiant's Services hereunder. This insurance protection afforded to extent it is established that Sublandlord’s negligence or misconduct is the additional insureds shall provide the same protection and coverage as is provided to the primary insured on the policy and such insurance shall be primary and not secondary to any existing insurance coverage cause of any additional insuredLosses. Such Certificates shall contain provisions requiring the insurance carrier to give at least 30 days prior written notice to Charterer of any reduction in, or cancellation of, insurance coverage that has been so certified and unconditionally waiving the insurance carrier's rights of subrogation. Allegiant's failure to provide any Certificate required herein shall not relieve Allegiant of any obligation to cause the insurance coverage described herein to be provided. It shall be Allegiant's obligation to make certain that itself and its insurers have complied with the The provisions of this Section. 20.2 Allegiant hereby agrees to defend, indemnify, release, save free and hold harmless Charterer, its parent and affiliated companies, their managers, agents, employees, officers, directors and subsidiaries from and against any and all claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments of any kind or nature by or in favor of anyone whomsoever and from and against any and all costs and expenses, including attorneys fees, resulting from or in connection with loss of life, bodily injury or damage to property arising directly or indirectly, out of or from or on account of the provision of Services pursuant to this Agreement, except when such claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments are due to the gross negligence or willful misconduct of Charterer, its subsidiaries, parent or affiliated companies, its managers, agents, employees, officers, directors or contractors. This indemnification shall be insured against by Allegiant and shall not be limited or restricted by any other provision of this Agreement, including but not limited to the insurance requirements. 20.3 Any obligations of indemnification, insurance and confidentiality Section 8.3 shall survive the expiration or any earlier termination of this AgreementSublease. 20.4 Allegiant shall invoice Charterer 8.4. Sublandlord agrees to protect, defend, indemnify and hold Subtenant and the Subtenant Related Parties harmless from all Losses which may be imposed upon, incurred by or asserted against Subtenant or any of the Subtenant Related Parties, or for which Subtenant may be liable to Master Landlord, arising from the following insurance surcharges: (a) a [...***...] per passenger per segment fee (for passenger liability), to be invoiced pursuant to Section 8.2; (b) a [...***...] per departure charge (for ground liability), to be invoiced pursuant to Section 8.1; and (c) a [...***...] annual charge (for war risk hull), to be invoiced in negligent acts or omissions of any of the amount of [...***...] each twice monthly pursuant to Section 8.1. [...***...]Sublandlord Parties.

Insurance and Indemnity. 20.1 Allegiant (a) Tenant shall have in effect with financially viable obtain and reputable insurers an aircraft maintain during the term of this Lease general liability insurance policy, including passenger liability coverage, having on an occurrence basis with a liability combined single limit of for personal injury and property damage in a form and with carriers acceptable to Landlord and an amount not less than Three Million Dollars ($3,000,000.00) per seat for any one occurrence for any Aircraft used under this Agreement1,000,000, and employer's liability and workers' compensation insurance as required by law. Additionally, AllegiantTenant's aforementioned comprehensive general liability insurance policy shall be endorsed to provide that (i) it may not be canceled or altered in such a manner as adversely to affect the coverage afforded thereby without 30 days' prior written notice to Landlord, (ii) Landlord is named as additional insured, (iii) the insurer acknowledges acceptance of the mutual waiver of claims by Landlord and Tenant pursuant to subparagraph (b) below, and (iv) such insurance is primary with respect to Landlord and that any other insurance maintained by Landlord is excess and noncontributing with such insurance. If, in the opinion of landlord's insurance adviser, based on a substantial increase in recovered liability claims generally, the specified amounts of coverage are no longer adequate, such coverage shall be appropriately increased. Prior to the commencement of the term, Tenant shall deliver to Landlord a duplicate of such policy or a certificate thereof to Landlord for retention by it, with endorsements, and at least 30 days prior to the expiration of such policy or any renewal thereof, Tenant shall deliver to Landlord a replacement or renewal binder, followed by a duplicate policy or certificate within a reasonable time thereafter. If Tenant fails to obtain such insurance or to furnish Landlord any such duplicate policy or certificate as herein required, Landlord may, at its election, without notice to Tenant and without any obligation to do so, procure and maintain such coverage and Tenant shall reimburse Landlord on demand as additional rent for any liability to third parties outside of the Aircraft for any Aircraft used under this Agreement. Allegiant shall cause its insurer to unconditionally waive subrogation premium so paid by Landlord. (b) Landlord hereby waives all claims against Tenant, and to name without limitation, Charterer, its parents, managers, Tenaxx'x officers, directors, partners, employees, agents and representatives for loss or damage to the extent that such loss or damage is insured against under any valid and collectable insurance policy insuring Landlord or would have been insured against but for any deductible amount under any such policy, and Tenant waives all claims against Landlord including Landlord's officers, directors, partners, employees, agents, subsidiaries and affiliated companies as additional insureds on all liability policies required hereunder or furnished in connection with Services provided hereunder, and shall deliver to Charterer a valid certificate of insurance ("Certificate") and a copy of the insurance policy endorsement evidencing compliance coverage herewith at least fourteen (14) days prior to the commencement of Allegiant's Services hereunder. This insurance protection afforded to the additional insureds shall provide the same protection and coverage as is provided to the primary insured on the policy and such insurance shall be primary and not secondary to any existing insurance coverage of any additional insured. Such Certificates shall contain provisions requiring the insurance carrier to give at least 30 days prior written notice to Charterer of any reduction in, or cancellation of, insurance coverage that has been so certified and unconditionally waiving the insurance carrier's rights of subrogation. Allegiant's failure to provide any Certificate required herein shall not relieve Allegiant of any obligation to cause the insurance coverage described herein to be provided. It shall be Allegiant's obligation to make certain that itself and its insurers have complied with the provisions of this Section. 20.2 Allegiant hereby agrees to defend, indemnify, release, save free and hold harmless Charterer, its parent and affiliated companies, their managers, agents, employees, officers, directors and subsidiaries from and against any and all claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments of any kind or nature by or in favor of anyone whomsoever and from and against any and all costs and expenses, including attorneys fees, resulting from or in connection with representatives for loss of life, bodily injury or damage to property arising directly the extent such loss or indirectlydamage is insured against under any valid and collectable insurance policy insuring Tenant or required to be maintained by Tenant under this Lease, out of or from or on account of would have been insured against but for any deductible amount under any such policy. (c) As this Lease does not involve the provision of Services pursuant public interest and insurance is available to this Agreement, except when Tenant which will protect it against such claims, suitsdamage, damagesinjury or death, liabilitiesTenant hereby waives all claims against Landlord for damage to any property or injury to or death of any person in, fines, penalties, proceedings, orders, decrees, settlements, upon or about the premises or the Building arising at any time and judgments are due to from any cause. Tenant shall hold Landlord harmless from and defend Landlord against all claims (except those arising from the gross solo negligence or willful misconduct of ChartererLandlord, its subsidiariesagents, parent employees or affiliated companiescontractors) (i) for damage to any property or injury to or death of any person arising from the use of the premises by Tenaxx, xx (ii) arising from the negligence or willful misconduct of Tenant, its managersemployees, agents, employeesor contractors in, officersupon or about those portions of the Building other than the premises, directors or contractors(iii) any breach or default by Tenant under this Lease. This indemnification The foregoing indemnity obligation of Tenant shall include reasonable attorneys' fees, investigation costs, and all other reasonable costs and expenses incurred by Landlord from the first notice that any claim or demand is to be insured against by Allegiant and shall not made or may be limited or restricted by any other provision made. The provisions of this Agreement, including but not limited to the insurance requirements. 20.3 Any obligations of indemnification, insurance and confidentiality paragraph 9 shall survive the termination of this AgreementLease with respect to any damage, injury, or death occurring prior to such termination. 20.4 Allegiant shall invoice Charterer for the following insurance surcharges: (a) a [...***...] per passenger per segment fee (for passenger liability), to be invoiced pursuant to Section 8.2; (b) a [...***...] per departure charge (for ground liability), to be invoiced pursuant to Section 8.1; and (c) a [...***...] annual charge (for war risk hull), to be invoiced in the amount of [...***...] each twice monthly pursuant to Section 8.1. [...***...]

Insurance and Indemnity. 20.1 Allegiant Landlord shall have insure the Building against damage by fire, including extended coverage, in effect an amount equal at all times to the full insurable replacement value thereof and shall maintain such insurance throughout the Lease Term. During the Lease Term, Tenant shall fully and completely insure all of its property, owned or leased, in the Demised Premises against damage by fire, extended coverage, vandalism, water damage and sprinkler leakage in an amount selected by Tenant which shall, in any event, be adequate to satisfy any co-insurance requirements of the policies providing such insurance. In addition, Tenant shall also maintain with financially viable and reputable insurers an aircraft respect to the Demised Premises comprehensive public liability insurance policy, including passenger liability coverage, having a liability limit with minimum limits of not less than One Million Dollars/Three Million Dollars ($3,000,000.001,000,000.00/$3,000,000.00) per seat for any one occurrence personal injury, and Five Hundred Thousand Dollars ($500,000.00) for any Aircraft used under this Agreementproperty damage. Additionally, Allegiant's aforementioned Tenant shall maintain the insurance coverage required herein with a company or companies reasonably acceptable to Landlord. The comprehensive public liability insurance policy shall provide include Landlord as an additional insured, as well as Tenant, against bodily injury to or death or persons and against property damages herein provided. Tenant shall deliver certificates of insurance indicating the above specified coverage for any liability to third parties outside Landlord upon the commencement of the Aircraft for any Aircraft used Lease Term and continuing evidence of such coverage annually. If such insurance is carried under this Agreementa blanket policy, Xxxxxx agrees to deliver to Landlord a proper certificate of such insurance, signed by the insurer. Allegiant Such insurance policy or policies shall cause its insurer be in a form reasonably satisfactory to unconditionally waive subrogation Landlord and shall be placed with a company qualified to name without limitation, Charterer, its parents, managers, officers, directors, employees, agents, subsidiaries and affiliated companies as additional insureds on all liability policies required hereunder or furnished do business in connection with Services provided hereunderthe jurisdiction in which the Demised Premises are located, and shall deliver to Charterer a valid certificate of insurance provide if possible that it ("Certificate"they) and a copy of the insurance policy endorsement evidencing compliance coverage herewith cannot be canceled without at least fourteen ten (1410) days prior to the commencement of Allegiant's Services hereunder. This insurance protection afforded to the additional insureds shall provide the same protection and coverage as is provided to the primary insured on the policy and such insurance shall be primary and not secondary to any existing insurance coverage of any additional insured. Such Certificates shall contain provisions requiring the insurance carrier to give at least 30 days prior written notice to Charterer Landlord. Neither Landlord nor Tenant shall be liable (by way of subrogation or otherwise) to the other party (or to any reduction ininsurance company insuring the other party) for any loss or damage to any property of Landlord or Tenant, as the case may be, covered by insurance to the extent of such insurance, even though such loss or damage might have been occasioned by the negligence of Landlord or Tenant, or cancellation of, insurance coverage that has been so certified and unconditionally waiving the insurance carrier's rights of subrogation. Allegiant's failure to provide any Certificate required herein shall not relieve Allegiant of any obligation to cause the insurance coverage described herein to be provided. It shall be Allegiant's obligation to make certain that itself and its insurers have complied with the provisions of this Section. 20.2 Allegiant hereby agrees to defend, indemnify, release, save free and hold harmless Charterer, its parent and affiliated companies, their managers, respective agents, employees, officersinvitees, directors etc. This release shall be in effect only so long as the applicable insurance policies shall contain a clause or endorsement to the effect that the aforementioned waiver shall not affect the right of the insured to recover under such policies; each party shall use its best efforts ( including payment of additional premiums) to have its insurance policies contain the standard waiver of subrogation clause. In the event Landlord’s or Tenant’s insurance carrier declines to include in such carrier’s policies a standard waiver of subrogation clause, Landlord or Tenant, as the case may be, shall promptly notify the other party, in which event, the other party shall not be required to have its insurance policies contain such waiver of subrogation clause and subsidiaries this section shall be of no force and effect. Notwithstanding the foregoing, Xxxxxx shall indemnify and hold Landlord harmless from and against any and all claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, actions and judgments demands of any kind nature whatsoever arising from personal injury or nature by death to any person or in favor from loss of anyone whomsoever or damage to any property which claims, actions and from and against any and all costs and expenses, including attorneys fees, resulting from or demands arise in connection with loss of life, bodily injury or damage to property arising directly or indirectly, out of or from or on account the use and operation of the provision Demised Premises by Xxxxxx and are the result of Services pursuant to this Agreementthe negligence or willful actions of Tenant, except when any such claimsclaim, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments are due to action or demand which was caused solely by the gross negligence or willful misconduct of ChartererLandlord. Notwithstanding the foregoing, its subsidiariesLandlord shall indemnify and hold Tenant harmless from and against all claims, parent actions and demands of any nature whatsoever arising from personal injury or affiliated companiesdeath to any person or from loss of or damage to any property which claims, its managersactions and demands arise out of the negligence or willful actions of Landlord, agentsexcept any such claim, employees, officers, directors action or contractors. This indemnification shall be insured against demand which was caused solely by Allegiant and shall not be limited the negligence or restricted by any other provision willful misconduct of this Agreement, including but not limited to the insurance requirementsTenant. 20.3 Any obligations of indemnification, insurance and confidentiality shall survive the termination of this Agreement. 20.4 Allegiant shall invoice Charterer for the following insurance surcharges: (a) a [...***...] per passenger per segment fee (for passenger liability), to be invoiced pursuant to Section 8.2; (b) a [...***...] per departure charge (for ground liability), to be invoiced pursuant to Section 8.1; and (c) a [...***...] annual charge (for war risk hull), to be invoiced in the amount of [...***...] each twice monthly pursuant to Section 8.1. [...***...]

Insurance and Indemnity. 20.1 Allegiant shall have 4.1 The Tenant shall, throughout the Lease Term, at its own cost and expense, procure and maintain insurance which covers the Premises against fire, and wind and storm damage and such other risks as may be included in effect the broadest form of extended coverage insurance as may from time to time be available to Tenant. Replacement cost and agreed amount endorsements must be obtained, with financially viable a deductible not greater than $25,000.00. 4.2 The Tenant agrees to procure and reputable insurers an aircraft maintain, at the Tenant's own expense, comprehensive general liability insurance policywith respect to the Tenant's use and occupancy of the Premises, including passenger liability coveragethe real estate described in EXHIBIT "A" and improvements thereon, having a liability limit with limits of at least $500,000.00 per person/$1,000,000.00 per occurrence for bodily injury and $500,000.00 for property damage. 4.3 The Tenant agrees to place and maintain, at the Tenant's own expense, rent loss insurance in an amount not less than Three Million Dollars one year's rent plus the amount of real estate taxes and annual installments of special assessments, and the annual insurance premiums hereunder. 4.4 The Tenant agrees to notify the Landlord in writing if it is unable to procure all or some part of the insurance, and if the Landlord shall procure such insurance, then the Tenant will, within three ($3,000,000.003) per seat days from receiving written notice, pay the Landlord the amount of the premiums paid. 4.5 All policies of insurance provided for any one occurrence for any Aircraft used under or contemplated by this Agreement. AdditionallySection shall name the Landlord and the Tenant as insureds or additional insured, Allegiant's aforementioned liability insurance policy as their respective interests may appear and shall provide coverage for any liability that the policies cannot be canceled without ten (10) days written notice to third parties outside of the Aircraft for any Aircraft used under this Agreementparties. Allegiant All insurance companies must be approved in writing by the Landlord, such consent not to be unreasonably withheld. The Tenant shall cause its insurer to unconditionally waive subrogation and to name without limitation, Charterer, its parents, managers, officers, directors, employees, agents, subsidiaries and affiliated companies as additional insureds on all liability policies required hereunder or furnished in connection provide the Landlord with Services provided hereunder, and shall deliver to Charterer a valid certificate of insurance evidencing all required coverages on or before the Commencement Date and upon request copies of all such policies. In the event that Landlord shall mortgage its interest or grant a deed of trust conveying its interest in the Premises, the holder thereof shall be named as loss payee and the policies shall further provide that the policies cannot be canceled without ten ("Certificate") and a copy of the insurance policy endorsement evidencing compliance coverage herewith at least fourteen (1410) days prior to the commencement of Allegiant's Services hereunder. This insurance protection afforded to the additional insureds shall provide the same protection and coverage as is provided to the primary insured on the policy and such insurance shall be primary and not secondary to any existing insurance coverage of any additional insured. Such Certificates shall contain provisions requiring the insurance carrier to give at least 30 days prior written notice to Charterer of any reduction in, or cancellation of, insurance coverage that has been so certified and unconditionally waiving the insurance carrier's rights of subrogation. Allegiant's failure to provide any Certificate required herein shall not relieve Allegiant of any obligation to cause the insurance coverage described herein to be provided. It shall be Allegiant's obligation to make certain that itself and its insurers have complied with the provisions of this Sectionholder. 20.2 Allegiant hereby agrees to 4.6 The Tenant shall defend, indemnify, release, save free indemnify and hold the Landlord harmless Charterer, its parent and affiliated companies, their managers, agents, employees, officers, directors and subsidiaries from and against any and all claims, suits, damages, liabilities, fines, penalties, proceedings, damages and lawsuits arising after the Commencement Date of this Lease and any orders, decreesdecrees or judgments which may be entered therein, settlementsbrought for damages or alleged damages resulting from any injury to person or property or from loss of life sustained in or about the Premises, and judgments of any kind or nature by or in favor of anyone whomsoever the Tenant agrees to save the Landlord harmless from, and from and against indemnify the Landlord against, any and all costs and expensesinjury, including attorneys feesloss or damage, of whatever nature, to any person or property caused by, or resulting from any act, omission or in connection with negligence of the Tenant or by any employee or agent of the Tenant. Provided that Tenant maintains comprehensive general liability insurance as required under Section 4.2 above, the indemnification under the foregoing sentence shall be limited to amounts payable under the comprehensive general liability insurance described therein. Landlord and Tenant hereby release each other from any and all liability for any loss of life, bodily injury or damage caused by fire or any of the extended coverage casualties to the Premises or the parties' respective property arising directly or indirectlylocated thereon, out and hereby waive on behalf of or from or their respective insurance carriers any right of subrogation with respect to recovery on account of any such loss. It is the provision intent hereof that so long as Tenant maintains insurance in accordance with the provisions of Services pursuant to this Agreement, except when such claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments are due Article 4 that Landlord only look to the gross negligence or willful misconduct proceeds of Charterer, its subsidiaries, parent or affiliated companies, its managers, agents, employees, officers, directors or contractors. This indemnification the insurance required to be maintained by Tenant hereunder for recovery on account of such loss and Tenant shall be insured against by Allegiant and shall not be limited or restricted by any other provision of this Agreement, including but not limited look only to the proceeds of any contents insurance requirementswhich it may choose to carry for recovery with respect to any loss which it may incur. 20.3 Any obligations of indemnification, insurance and confidentiality shall survive the termination of this Agreement. 20.4 Allegiant shall invoice Charterer for the following insurance surcharges: (a) a [...***...] per passenger per segment fee (for passenger liability), to be invoiced pursuant to Section 8.2; (b) a [...***...] per departure charge (for ground liability), to be invoiced pursuant to Section 8.1; and (c) a [...***...] annual charge (for war risk hull), to be invoiced in the amount of [...***...] each twice monthly pursuant to Section 8.1. [...***...]

Insurance and Indemnity. 20.1 Allegiant 1. During the entire term of this Lease, Tenant shall have keep in full force and effect with financially viable and reputable insurers an aircraft a policy of commercial general liability insurance policywith respect to the Leased Premises, Common Area and the business operated by Tenant in the Leased Premises and including passenger contractual liability coverage, having a liability limit for the indemnification obligations of Tenant contained in this Lease in an amount of not less than Three Two Million Dollars ($3,000,000.00) per seat 2,000,000.00), or such greater amount as may be reasonably required by Landlord from time to time in accordance with prudent real estate management practices, Tenant shall also, during the entire term hereof, keep in full force and effect adequate plate glass insurance for the Leased Premises and Common Areas, or, at Tenant’s option, Tenant may self-insure with respect to plate glass. The policies shall name Landlord, any one occurrence for other parties in interest designated by Landlord, and Tenant as insured, shall be written as primary policy coverage and not contributing with or in excess of any Aircraft used under this Agreement. Additionally, Allegiant's aforementioned liability insurance policy shall provide coverage for any liability to third parties outside of the Aircraft for any Aircraft used under this Agreement. Allegiant shall cause its insurer to unconditionally waive subrogation and to name without limitation, Charterer, its parents, managers, officers, directors, employees, agents, subsidiaries and affiliated companies as additional insureds on all liability policies required hereunder or furnished in connection with Services provided hereunderwhich Landlord may carry, and shall deliver to Charterer contain a valid certificate of clause that the insurer will not cancel or change the insurance without first giving Landlord thirty ("Certificate"30) days prior written notice. Such insurance may be furnished by Tenant under any blanket policy carried by it or under a separate policy therefor provided that such blanket policy contains an endorsement that names Landlord as an additional insured and references the Leased Premises. The insurance shall be with an insurance company approved by Landlord and a copy of the paid-up policy evidencing such insurance or a certificate of insurance certifying to the issuance of such policy endorsement evidencing compliance coverage herewith at least fourteen shall be delivered to Landlord prior to commencement of the term of this Lease or Tenant’s occupancy, whichever is sooner, and such delivery shall also be made upon renewal of such policy not less than thirty (1430) days prior to the commencement expiration of Allegiant's Services hereundersuch coverage. This Landlord may at any time and from time to time inspect and/or copy any and all insurance protection afforded policies required to be procured by Tenant under this Lease. 2. Tenant agrees to carry, at its expense, insurance against fire, vandalism, malicious mischief, and such other perils as are from time to time included in a standard extended coverage endorsement, insuring the betterments and improvements made by it to the additional insureds shall provide Leased Premises, and Tenant’s trade fixtures, furnishings, equipment and all other items of personal property of Tenant located on or within the same protection and coverage as is provided Leased Premises in an amount equal to the primary insured actual replacement value thereof. 3. Tenant shall not use, occupy or do anything in or about the Leased Premises which will in any way prevent the obtaining of insurance or tend to increase the insurance rates on the policy and such Leased Premises and/or the Building without Landlord’s prior written approval. Notwithstanding anything to the contrary in this Lease, if anything done, omitted to be done, or suffered to be done by Tenant, or anything kept in, upon or about the Leased Premises by Tenant shall cause the rate of fire insurance or other insurance on any portion of the Building to be increased (as determined by the insurance underwriter whose decision shall be primary binding on the parties), Landlord shall notify Tenant of such increase upon Landlord’s receipt of notice thereof, and not secondary Tenant shall pay the amount of such increase promptly to the party hearing such increase. If Tenant installs any existing insurance coverage electrical equipment that overloads the lines in the Leased Premises, Tenant shall at its own expense make whatever changes are necessary to comply with the requirements of any additional insured. Such Certificates shall contain provisions requiring the insurance carrier to give at least 30 days prior written notice to Charterer of any reduction in, or cancellation of, insurance coverage that has been so certified underwriters and unconditionally waiving the insurance carrier's rights of subrogation. Allegiant's failure to provide any Certificate required herein shall not relieve Allegiant of any obligation to cause the insurance coverage described herein to be provided. It shall be Allegiant's obligation to make certain that itself and its insurers have complied with the provisions of this Sectiongovernmental authorities having jurisdiction. 20.2 Allegiant 4. Tenant and Landlord hereby agrees indemnify each other and agree to defend, indemnify, release, save free and hold each other harmless Charterer, its parent and affiliated companies, their managers, agents, employees, officers, directors and subsidiaries from and against any and all claims, suitsactions, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, liability and judgments of any kind or nature by or in favor of anyone whomsoever and from and against any and all costs and expenses, including attorneys fees, resulting from or expense in connection with loss of life, bodily personal injury or and/or damage to property arising directly from or indirectly, out of or from or on account of the provision of Services pursuant to this Agreement, except when such claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments are due to the gross negligence neligence or willful misconduct of Charterereach other at the Leased Premises 5. Landlord and Tenant and all parties claiming under them hereby mutually release and discharge each other from all liability, whether for negligence or otherwise, in connection with loss covered by any insurance policies which the releasor carries with respect to the Leased Premises or the Building, or any interest or property therein or thereon (whether or not such insurance is required to be carried under this Lease), but only to the extent that such loss is collected under said insurance policies. Such release is also conditioned upon the inclusion in the policy or policies of a provision whereby any such release shall not adversely affect said policies or prejudice any right of the releasor to recover thereunder. Each party agrees that its subsidiariesinsurance policies will include such a provision. In the event of a loss sustained by Tenant which would have been covered by the insurance required to be maintained by Tenant hereunder, parent or affiliated companiesbut for Tenant’s failure to do so, its managers, agents, employees, officers, directors or contractors. This indemnification Tenant shall be deemed to be fully insured with respect to the same and to have recovered the entire amount of its loss. 6. Landlord agrees, during the term hereof, to carry insurance with respect to the Building against by Allegiant fire and shall not be limited such other perils as are from time to time insured under the “Special” Form Causes of Loss, or restricted by any equivalent in an amount equal to the full replacement value of the improvements (excluding land, building foundations and other provision of this Agreementuninsurable components), including but not limited coverage to protect against loss of at least twelve (12) months worth of rent, taxes and building expenses of Landlord. From and after the Commencement Date, Tenant shall pay to Landlord, as Additional Rent, Tenant’s Proportionate Share of such insurance requirements. 20.3 Any costs. Such Additional Rent shall be paid in advance in monthly installments on the first day of each calendar month during the term in an amount estimated by Landlord from time to time to provide funds sufficient to pay Tenant’s annual obligation for such insurance costs. Within ninety (90) days after the end of each twelve (12) month period during the term, Landlord shall furnish Tenant with a statement of the actual amount of Tenant’s Proportionate Share of such insurance costs for such period. Within fifteen (15) days thereafter, Tenant shall pay to Landlord or Landlord shall credit against the obligations of indemnificationTenant, insurance as the case may be, the difference between the estimated payments made by Tenant during the prior period and confidentiality Tenant’s correct Proportionate Share of the actual costs for such period, as shown on such statement. From time to time hereafter, Landlord shall notify Tenant in writing of the amount of Tenant’s monthly installments due hereunder and adjustments thereto, and Tenant shall make its installment payments accordingly without notice or demand. Landlord’s and Tenant’s obligations with respect to this Paragraph shall survive the termination of this AgreementLease. 20.4 Allegiant shall invoice Charterer for the following insurance surcharges: (a) a [...***...] per passenger per segment fee (for passenger liability), to be invoiced pursuant to Section 8.2; (b) a [...***...] per departure charge (for ground liability), to be invoiced pursuant to Section 8.1; and (c) a [...***...] annual charge (for war risk hull), to be invoiced in the amount of [...***...] each twice monthly pursuant to Section 8.1. [...***...]

Insurance and Indemnity. 20.1 Allegiant 7.1. Throughout the Initial Term and the Renewal Terms (if appropriate) Lessee shall, at Lessee’s sole cost and expense, maintain or cause to be maintained such insurance coverages as Lessor from time to time shall have reasonably request and which are generally consistent with insurance coverages required of other tenants in effect similar buildings and businesses in the Danbury area, and initially Lessee shall maintain the following coverages in the following amounts (the “Required Insurance”): (a) “All Risk” insurance coverage, on a full replacement cost basis, covering the Building and all other buildings, improvements (including any plate glass) and fixtures now or hereafter constituting part of the Premises (but not including any improvements made by Lessee) other than the Lessee’s Work written in favor of Lessor and all Fee Mortgagees of which Lessee has notice, as their interests may appear, with financially viable and reputable insurers an aircraft Lessor named as loss payee; (b) Commercial general liability insurance policy(broad form) with respect to the Premises and the conduct and operation of business thereat, including passenger liability on an “occurrence coverage” basis with Lessor and all Fee Mortgagees of which Lessee has notice, having a liability limit named as additional insureds, with limits of not less than Three Million Dollars FOUR MILLION AND 00/100 ($3,000,000.004,000,000.00) per seat DOLLARS combined single limit for any one occurrence of bodily injury, personal injury or death to any number of persons and for property damage, which coverage may be placed in any Aircraft used under this Agreementcombination of primary and umbrella and/or excess policies; (c) Fire and extended coverage insurance with respect to any Alterations made by Lessee, Lessee’s Personalty and any such other items belonging to and situated in the Building, in amounts equal to the full replacement value thereof, naming Lessee as the sole loss payee; (d) Any other insurance required for compliance with any applicable Laws. 7.2. Additionally, Allegiant's aforementioned liability Lessee shall deliver to Lessor binders or certificates evidencing the required insurance policy at least ten (10) Business Days prior to the Commencement Date. Lessee shall provide coverage procure and pay for any liability to third parties outside renewals of the Aircraft for required insurance before the expiration thereof, and Lessee shall deliver to Lessor binders or certificates evidencing such renewal within thirty (30) days of the expiration of any Aircraft used under this Agreementexisting policy. Allegiant All such policies shall cause its insurer be issued by companies approved by Lessor (which approval shall not be unreasonably withheld or delayed) and licensed to unconditionally waive subrogation do business in the State of Connecticut, and to name shall contain a provision whereby the same cannot be changed, cancelled or not renewed (including, without limitation, Chartererfor nonpayment of premium) unless Lessor and all Fee Mortgagees of which Lessee has notice, its parents, managers, officers, directors, employees, agents, subsidiaries and affiliated companies as additional insureds on all liability policies required hereunder or furnished in connection with Services provided hereunder, and shall deliver to Charterer a valid certificate of insurance ("Certificate") and a copy of the insurance policy endorsement evidencing compliance coverage herewith are given at least fourteen thirty (1430) days prior to the commencement of Allegiant's Services hereunder. This insurance protection afforded to the additional insureds shall provide the same protection and coverage as is provided to the primary insured on the policy and such insurance shall be primary and not secondary to any existing insurance coverage of any additional insured. Such Certificates shall contain provisions requiring the insurance carrier to give at least 30 days days’ prior written notice to Charterer of any reduction insuch change, cancellation or cancellation of, insurance coverage that has been so certified and unconditionally waiving the insurance carrier's rights of subrogationnon-renewal. Allegiant's failure to provide any Certificate required herein shall not relieve Allegiant of any obligation to cause the insurance coverage described herein to be provided. It All such policies shall be Allegiant's obligation to make certain that itself and its insurers have complied with the provisions of this Sectionwritten on an “occurrence coverage” basis. 20.2 Allegiant 7.3. Lessee hereby agrees covenants and agrees, to defend, indemnify, release, save free indemnify and hold harmless Charterer, its parent Lessor and affiliated companies, their managers, agents, employees, officers, directors and subsidiaries all Fee Mortgagees from and against any and all claimsloss, suitscost, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments of any kind or nature by or in favor of anyone whomsoever and from and against any and all costs and expenses, liability and/or expense (including attorneys fees, resulting ) that may arise from or in connection with loss of life, bodily injury or damage the date hereof up to property arising directly or indirectly, out of or from or on account of the provision of Services pursuant to this Agreement, except when such claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments are due to the gross negligence or willful misconduct of Charterer, its subsidiaries, parent or affiliated companies, its managers, agents, employees, officers, directors or contractors. This indemnification shall be insured against by Allegiant and shall not be limited or restricted by any other provision of this Agreement, including but not limited to the insurance requirements. 20.3 Any obligations of indemnification, insurance and confidentiality shall survive the termination of this AgreementLease, howsoever and whensoever determined; on account of or arising out of negligent or intentional act or omission of Lessee or of Lessee’s agents, contractors, servants, employees or invitees on or about the Premises. 20.4 Allegiant shall invoice Charterer for the following insurance surcharges: (a) a [...***...] per passenger per segment fee (for passenger liability), to be invoiced pursuant to Section 8.2; (b) a [...***...] per departure charge (for ground liability), to be invoiced pursuant to Section 8.1; and (c) a [...***...] annual charge (for war risk hull), to be invoiced in the amount of [...***...] each twice monthly pursuant to Section 8.1. [...***...]

Insurance and Indemnity. 20.1 Allegiant shall have in effect with financially viable and reputable insurers an aircraft liability insurance policy, including passenger liability coverage, having a liability limit of not less than Three Million Dollars ($3,000,000.00) per seat for any one occurrence for any Aircraft used under this Agreement. Additionally, Allegiant's aforementioned liability insurance policy shall provide coverage for any liability to third parties outside of the Aircraft for any Aircraft used under this Agreement. Allegiant shall cause its insurer to unconditionally waive subrogation and [...***...] to name without limitation, Charterer, its parents, managers, officers, directors, employees, agents, subsidiaries and affiliated companies as additional insureds on all liability policies required hereunder or furnished in connection with Services provided hereunder, and shall deliver to Charterer a valid certificate of insurance ("Certificate") and a copy of the insurance policy endorsement evidencing compliance coverage herewith at least fourteen (14) days prior to the commencement of Allegiant's Services hereunder. This insurance protection afforded to the additional insureds shall provide the same protection and coverage as is provided to the primary insured on the policy and such insurance shall be primary and not secondary to any existing insurance coverage of any additional insured. Such Certificates and endorsements shall contain provisions requiring the insurance carrier to give at least 30 days prior written notice to Charterer of any reduction in, or cancellation of, insurance coverage that has been so certified and unconditionally waiving the insurance carrier's rights of subrogation. [...***...] Allegiant's failure to provide any Certificate required herein shall not relieve Allegiant of any obligation to cause the insurance coverage described herein to be provided. It shall be Allegiant's obligation to make certain that itself and its insurers have complied with the provisions of this Section. 20.2 Allegiant hereby agrees to defend, indemnify, release, save free and hold harmless Charterer, its parent and affiliated companies, their managers, agents, employees, officers, directors and subsidiaries from and against any and all claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments of any kind or nature by or in favor of anyone whomsoever and from and against any and all costs and expenses, including attorneys fees, resulting from or in connection with loss of life, bodily injury or damage to property arising directly or indirectly, out of or from or on account of the provision of Services pursuant to this Agreement, except when such claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments are due to the gross negligence or willful misconduct of [...***...] Charterer, its subsidiaries, parent or affiliated companies, its managers, agents, employees, officers, directors or contractors. This indemnification shall be insured against by Allegiant and shall not be limited or restricted by any other provision of this Agreement, including but not limited to the insurance requirements. 20.3 Any obligations of indemnification, insurance and confidentiality shall survive the termination of this Agreement. 20.4 Allegiant shall invoice Charterer for the following insurance surcharges: (a) a [...***...] per passenger per segment fee (for passenger liability), to be invoiced pursuant to Section 8.2; (b) a [...***...] per departure charge (for ground liability), to be invoiced pursuant to Section 8.1; and (c) a [...***...] annual charge (for war risk hull), to be invoiced in the amount of [...***...] each twice monthly pursuant to Section 8.1. [...***...]

Insurance and Indemnity. 20.1 Allegiant a. Tenant shall have in effect with financially viable obtain and reputable insurers an aircraft maintain during the term of this Lease comprehensive general liability insurance policy, including passenger liability coverage, having with combined single limit for personal injury and property damage in a liability limit of form and with carriers acceptable to Landlord in an amount not less than Three Million Dollars ($3,000,000.00) per seat for any one occurrence for any Aircraft used under this Agreement1,000,000, and employer's liability and workers' compensation insurance as required by law. Additionally, AllegiantTenant's aforementioned comprehensive general liability insurance policy shall be endorsed to provide that (i) it may not be cancelled or altered in such a manner as adversely to affect the coverage afforded thereby without 30 days' prior written notice to Landlord, (ii) Landlord is named as additional insured, (iii) the insurer acknowledges acceptance of the mutual waiver of claims by Landlord and Tenant pursuant to subparagraph (b) below, and (iv) such insurance is primary with respect to Landlord and that any other insurance maintained by Landlord is excess and noncontributing with such insurance. If, in the opinion of Xxxxxxxx's insurance adviser, based on a substantial increase in recovered liability claims generally, the specified amounts of coverage are no longer adequate, such coverage shall be appropriately increased. Prior to the commencement of the term, Tenant shall deliver to Landlord a duplicate of such policy or a certificate thereof to Landlord for retention by it, with endorsements, and at least 30 days prior to the expiration of such policy or any renewal thereof, Tenant shall deliver to Landlord a replacement or renewal binder, followed by duplicate policy or certificate within a reasonable time thereafter. If Tenant fails to obtain such insurance or to furnish Landlord any such duplicate policy or certificate as herein required, Landlord may, at its election, without notice to Tenant and without any obligation to do so, procure and maintain such coverage and Tenant shall reimburse Landlord on demand as additional rent for any liability to third parties outside of the Aircraft for any Aircraft used under this Agreement. Allegiant shall cause its insurer to unconditionally waive subrogation premium so paid by Landlord. b. Landlord hereby waives all claims against Tenant, and to name without limitation, Charterer, its parents, managers, Xxxxxx's officers, directors, partners, employees, agents and representatives for loss or damage to the extent that such loss or damage is insured against under any valid and collectible insurance policy insuring Landlord or would have been insured against but for any deductible amount under any such policy, and Tenant waives all claims against Landlord including Landlord's officers, directors, partners, employees, agents, subsidiaries and affiliated companies as additional insureds on all liability policies required hereunder or furnished in connection with Services provided hereunder, and shall deliver to Charterer a valid certificate of insurance ("Certificate") and a copy of the insurance policy endorsement evidencing compliance coverage herewith at least fourteen (14) days prior to the commencement of Allegiant's Services hereunder. This insurance protection afforded to the additional insureds shall provide the same protection and coverage as is provided to the primary insured on the policy and such insurance shall be primary and not secondary to any existing insurance coverage of any additional insured. Such Certificates shall contain provisions requiring the insurance carrier to give at least 30 days prior written notice to Charterer of any reduction in, or cancellation of, insurance coverage that has been so certified and unconditionally waiving the insurance carrier's rights of subrogation. Allegiant's failure to provide any Certificate required herein shall not relieve Allegiant of any obligation to cause the insurance coverage described herein to be provided. It shall be Allegiant's obligation to make certain that itself and its insurers have complied with the provisions of this Section. 20.2 Allegiant hereby agrees to defend, indemnify, release, save free and hold harmless Charterer, its parent and affiliated companies, their managers, agents, employees, officers, directors and subsidiaries from and against any and all claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments of any kind or nature by or in favor of anyone whomsoever and from and against any and all costs and expenses, including attorneys fees, resulting from or in connection with representatives for loss of life, bodily injury or damage to property arising directly the extent such loss or indirectlydamage is insured against under any valid and collectible insurance policy insuring Tenant or required to be maintained by Tenant under this Lease, out of or from or on account of would have been insured against but for any deductible amount under any such policy. c. As this Lease does not involve the provision of Services pursuant public interest and insurance is available to this Agreement, except when Tenant which will protect it against such claims, suitsdamage, damagesinjury or death, liabilitiesTenant hereby waives all claims against Landlord for damage to any property or injury to or death of any person in, finesupon or about the premises or the Building arising at any time and from any cause. Tenant (i) for damage to any property or injury to or death of any person arising from the use of the premises by Xxxxxx, penalties, proceedings, orders, decrees, settlements, and judgments are due to or (ii) arising from the gross negligence or willful misconduct of ChartererTenant, its subsidiaries, parent or affiliated companies, its managersemployees, agents, employeesor contractors in, officersupon or about those portions of the Building, directors other than the premises. The foregoing indemnity obligation of Tenant shall include reasonable attorneys' fees, investigation costs, and all other reasonable costs and expenses incurred by Landlord from the first notice that any claim or contractorsdemand is to be made or may be made. This indemnification shall be insured against by Allegiant and shall not be limited or restricted by any other provision The provisions of this Agreement, including but not limited to the insurance requirements. 20.3 Any obligations of indemnification, insurance and confidentiality paragraph 9 shall survive the termination of this AgreementLease with respect to any damage, injury, or death occurring prior to such termination. 20.4 Allegiant shall invoice Charterer for the following insurance surcharges: (a) a [...***...] per passenger per segment fee (for passenger liability), to be invoiced pursuant to Section 8.2; (b) a [...***...] per departure charge (for ground liability), to be invoiced pursuant to Section 8.1; and (c) a [...***...] annual charge (for war risk hull), to be invoiced in the amount of [...***...] each twice monthly pursuant to Section 8.1. [...***...]

Insurance and Indemnity. 20.1 Allegiant (a) Tenant shall have in effect with financially viable obtain and reputable insurers an aircraft maintain during the term of this Lease commercial general liability insurance policy, including passenger liability coverage, having covering the premises and Common Area with a liability combined single limit of for personal injury and property damage in an amount not less than Three Million Dollars ($3,000,000.00) per seat for any one occurrence for any Aircraft used under this Agreement2,000,000, and employer's liability and workers' compensation insurance as required by law. Additionally, AllegiantTenant's aforementioned commercial general liability insurance policy shall be endorsed to provide (1) that it may not be canceled without thirty (30) day's prior written notice to Landlord, (2) Landlord is named as additional insured, (3) the insurer acknowledges acceptance of the mutual waiver of claims by Landlord and Tenant pursuant to subparagraph (b) below, (4) that such insurance is primary with respect to Landlord and its property manager and that any other insurance maintained by Landlord or such property manager is excess and noncontributing with such insurance, (5) blanket contractual liability coverage, broad form property damage coverage and products and completed operations coverage (where applicable), (6) for employee's automobile non-ownership liability, and (7) for coverage on an occurrence, rather than claims-made, basis. If, in the opinion of Xxxxxxxx's insurance adviser, based on a substantial increase in recovered liability claims generally, the specified amounts of coverage are no longer adequate, within thirty (30) days following Landlord's request, such coverage shall be appropriately increased. Tenant shall also obtain and maintain insurance ("Personal Property Insurance") covering Xxxxxx's personal property and fixtures from to time in, on, or at the premises, in an amount not less than 100% of the full replacement cost, without deduction for depreciation, providing protection against events protected under "Special Form Coverage," as well as against sprinkler damage, vandalism, and malicious mischief. Any proceeds from the Personal Property Insurance shall be used for the repair or replacement of the property damaged or destroyed, unless this Lease is terminated under an applicable provision herein. Prior to the commencement of the term, Tenant shall deliver to Landlord duplicates of such policies or certificates thereof with endorsements, and at least ten (10) days prior to the expiration of such policy or any renewal thereof, Tenant shall deliver to Landlord replacement or renewal binders, followed by duplicate policies or certificates within a reasonable time thereafter. Tenant hereby acknowledges that the late delivery by Tenant to Landlord of the Insurance certificates or policies referred to above will cause Landlord to incur costs not contemplated by this lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges and penalties which may be imposed on Landlord by the terms of any mortgage or trust deed covering the premises. Accordingly, if any Insurance certificate or policy required to be delivered by Tenant above shall not be received by Landlord prior to policy expiration or renewal, Tenant shall pay to Landlord a charge in the sum of $300.00. The parties hereby agree that such charge represents a fair and reasonable estimate of the costs Landlord will incur by reason of late delivery by Xxxxxx, and acceptance of such charge by Landlord shall in no event constitute a waiver of Tenant's default with respect to such late delivery, nor prevent Landlord from exercising any of the other rights and remedies available to Landlord as a result of such default. Tenant shall have the right to provide all insurance coverage required herein to be provided by Tenant pursuant to blanket policies so long as such coverage is expressly afforded by such policies. (b) Landlord hereby waives all claims against Tenant, and Xxxxxx's officers, directors, partners, employees, agents and representatives for loss or damage to the extent that such loss or damage is insured against under any valid and collectable insurance policy insuring Landlord or would have been insured against but for any liability to third parties outside of the Aircraft for deductible amount under any Aircraft used under this Agreement. Allegiant shall cause its insurer to unconditionally waive subrogation such policy, and to name without limitation, Charterer, its parents, managersTenant waives all claims against Landlord including Landlord's trustees, officers, directors, employees, agents, subsidiaries and affiliated companies as additional insureds on all liability policies required hereunder or furnished in connection with Services provided hereunder, and shall deliver to Charterer a valid certificate of insurance ("Certificate") and a copy of the insurance policy endorsement evidencing compliance coverage herewith at least fourteen (14) days prior to the commencement of Allegiant's Services hereunder. This insurance protection afforded to the additional insureds shall provide the same protection and coverage as is provided to the primary insured on the policy and such insurance shall be primary and not secondary to any existing insurance coverage of any additional insured. Such Certificates shall contain provisions requiring the insurance carrier to give at least 30 days prior written notice to Charterer of any reduction in, or cancellation of, insurance coverage that has been so certified and unconditionally waiving the insurance carrier's rights of subrogation. Allegiant's failure to provide any Certificate required herein shall not relieve Allegiant of any obligation to cause the insurance coverage described herein to be provided. It shall be Allegiant's obligation to make certain that itself and its insurers have complied with the provisions of this Section. 20.2 Allegiant hereby agrees to defend, indemnify, release, save free and hold harmless Charterer, its parent and affiliated companies, their managers, agentspartners, employees, officers, directors agents and subsidiaries from and against any and all claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments of any kind or nature by or in favor of anyone whomsoever and from and against any and all costs and expenses, including attorneys fees, resulting from or in connection with representatives for loss of life, bodily injury or damage to the extent such loss or damage is insured against under any valid and collectable insurance policy insuring Tenant or required to be maintained by Tenant under this Lease, or would have been insured against but for any deductible amount under any such policy. (c) As insurance is available to protect it, and to the extent such waiver does not violate public policy, Tenant hereby waives all claims against Landlord for damage to any property or injury to or death of any person in, upon or about the premises or the Building arising directly at any time and from any cause, and Tenant shall hold Landlord harmless from and defend Landlord against (i) all claims for damage to any property or indirectly, out injury to or death of any person arising in or from or on account the use of the provision of Services pursuant to this Agreementpremises by Xxxxxx, except when as to Landlord or any of its agents, employees or contractors, such claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments are due to as is caused by the gross sole negligence or willful misconduct of ChartererLandlord, its subsidiariesagents, parent employees or affiliated companiescontractors otherwise entitled to indemnification, or (ii) arising from the negligence or willful misconduct of Tenant, its managers, agents, employees, officersagents or contractors in, directors upon or contractorsabout those portions of the Building other than the premises. This indemnification The foregoing indemnity obligation of Tenant shall include attorneys' fees, investigation costs and all other costs and expenses incurred by Landlord from the first notice that any claim or demand is to be insured against by Allegiant and shall not made or may be limited or restricted by any other provision made. The provisions of this Agreement, including but not limited to the insurance requirements. 20.3 Any obligations of indemnification, insurance and confidentiality paragraph 10 shall survive the expiration or termination of this AgreementLease with respect to any damage, injury or death occurring prior to such time. 20.4 Allegiant shall invoice Charterer for the following insurance surcharges: (a) a [...***...] per passenger per segment fee (for passenger liability), to be invoiced pursuant to Section 8.2; (b) a [...***...] per departure charge (for ground liability), to be invoiced pursuant to Section 8.1; and (c) a [...***...] annual charge (for war risk hull), to be invoiced in the amount of [...***...] each twice monthly pursuant to Section 8.1. [...***...]

Insurance and Indemnity. 20.1 Allegiant shall have in effect with financially viable and reputable insurers an aircraft liability insurance policy, including passenger liability coverage, having a liability limit of not less than Three Million Dollars ($3,000,000.00) per seat for any one occurrence for any Aircraft used under this Agreement. Additionally, Allegiant's aforementioned liability insurance policy shall provide coverage for any liability to third parties outside of the Aircraft for any Aircraft used under this Agreement. Allegiant shall cause its insurer to unconditionally waive subrogation and to name without limitation, Charterer, its parents, managers, officers, directors, employees, agents, subsidiaries and affiliated companies as additional insureds on all liability policies required hereunder or furnished in connection with Services provided hereunder, and shall deliver to Charterer a valid certificate of insurance ("Certificate") and a copy of the insurance policy endorsement evidencing compliance coverage herewith at least fourteen (14) days prior to the commencement of Allegiant's Services hereunder. This insurance protection afforded to the additional insureds shall provide the same protection and coverage as is provided to the primary insured on the policy and such insurance shall be primary and not secondary to any existing insurance coverage of any additional insured. Such Certificates and endorsements shall contain provisions requiring the insurance carrier to give at least 30 days prior written notice to Charterer of any reduction in, or cancellation of, insurance coverage that has been so certified and unconditionally waiving the insurance carrier's rights of subrogation. Allegiant's failure to provide any Certificate required herein shall not relieve Allegiant of any obligation to cause the insurance coverage described herein to be provided. It shall be Allegiant's obligation to make certain that itself and its insurers have complied with the provisions of this Section. 20.2 Allegiant hereby agrees to defend, indemnify, release, save free and hold harmless Charterer, its parent and affiliated companies, their managers, agents, employees, officers, directors and subsidiaries from and against any and all claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments of any kind or nature by or in favor of anyone whomsoever and from and against any and all costs and expenses, including attorneys fees, resulting from or in connection with loss of life, bodily injury or damage to property arising directly or indirectly, out of or from or on account of the provision of Services pursuant to this Agreement, except when such claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments are due to the gross negligence or willful misconduct of Charterer, its subsidiaries, parent or affiliated companies, its managers, agents, employees, officers, directors or contractors. This indemnification shall be insured against by Allegiant and shall not be limited or restricted by any other provision of this Agreement, including but not limited to the insurance requirements. 20.3 Any obligations of indemnification, insurance and confidentiality shall survive the termination of this Agreement. 20.4 Allegiant shall invoice Charterer for the following insurance surcharges: (a) a [...***...] per passenger per segment fee (for passenger liability), to be invoiced pursuant to Section 8.2; (b) a [...***...] per departure charge (for ground liability), to be invoiced pursuant to Section 8.1; and (c) a [...***...] annual charge (for war risk hull), to be invoiced in the amount of [...***...] each twice monthly pursuant to Section 8.1. [...***...]

Insurance and Indemnity. 20.1 Allegiant (a) Licensee shall have carry, in effect with financially viable favor of Licensor, Landlord, the Over landlord (as defined in the Master Lease), the ground lessor and reputable insurers an aircraft liability all mortgagees, insurance policy, including passenger liability coverage, having a liability limit of not less than Three Million Dollars ($3,000,000.00) per seat for any one occurrence for any Aircraft used under this Agreement. Additionally, Allegiant's aforementioned liability insurance policy shall provide coverage for any liability to third parties outside of the Aircraft for any Aircraft used same types and in the same amounts as required to be carried by Licensor as tenant under this Agreementthe Master Lease. Allegiant In addition, Licensee shall cause its insurer maintain workers' compensation and employee disability insurance as required by law. All insurance required to unconditionally waive subrogation and to name without limitation, Charterer, its parents, managers, officers, directors, employees, agents, subsidiaries and affiliated companies as additional insureds on all liability policies required hereunder or furnished in connection be carried by Licensee shall comply with Services provided hereunderthe provisions of the Master Lease, and shall deliver to Charterer a valid certificate of insurance ("Certificate") and a copy of the insurance policy endorsement evidencing compliance coverage herewith at least fourteen (14) days prior to the commencement of Allegiant's Services hereunder. This insurance protection afforded to the additional insureds shall provide the same protection and coverage as is provided to the primary insured on the policy and that such insurance shall not be primary and not secondary to any existing insurance coverage of any additional insured. Such Certificates shall contain provisions requiring the insurance carrier to give canceled or materially amended without at least 30 days prior written notice to Charterer of Licensor and all named insureds. (b) Licensee shall indemnify and hold Licensor harmless from and against all claims, loss, damage and liability (including attorneys' fees and disbursements incurred in defending against any reduction insuch claims, loss, damage or cancellation of, insurance coverage that has been so certified and unconditionally waiving the insurance carrier's rights of subrogation. Allegiant's failure to provide any Certificate required herein shall not relieve Allegiant of any obligation to cause the insurance coverage described herein to be provided. It shall be Allegiant's obligation to make certain that itself and its insurers have complied with liability or in enforcing the provisions of this Section. 20.2 Allegiant hereby agrees to defend, indemnify, release, save free and hold harmless Chartererindemnity) arising from (i) the negligent or intentional acts or omissions of Licensee, its parent and affiliated companies, their managerscontractors, agents, employees, officerslicensees and invitees, directors (ii) the use or occupancy by Licensee, its partners, employees, licensees, invitees, agents or contractors of (1) the Licensed Premises, (2) the Common Facilities, (3) the Access Areas, (4) any portion of Licensor's premises at the Building to which Licensee, its partners, employees, licensees, invitees, agents or contractors are afforded access, and subsidiaries (5) the common areas of the Building and (iii) the failure of Licensee to vacate the Licensed Premises on the Expiration Date or at such earlier time as shall be required hereunder. (c) Licensor shall indemnify and hold Licensee and its partners harmless from and against any and all claims, suitsloss, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, damage and judgments of any kind or nature by or liability (including attorneys' fees and disbursements incurred in favor of anyone whomsoever and from and defending against any and all costs and expenses, including attorneys fees, resulting from or in connection with loss of life, bodily injury or damage to property arising directly or indirectly, out of or from or on account of the provision of Services pursuant to this Agreement, except when such claims, suitsloss, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments are due to damage or liability or in enforcing the gross negligence provisions of this indemnity) arising from (i) the negligent or willful misconduct intentional acts or omissions of ChartererLicensor, its subsidiaries, parent or affiliated companies, its managerscontractors, agents, employees and invitees, and (ii) the use or occupancy by Licensor, its partners, employees, officersinvitees, directors agents or contractors (but not use or occupancy by licensees, subtenants or other occupants of the Subleased Premises, or their respective partners, employees, licensees, invitees, agents or contractors. This indemnification shall be insured against by Allegiant and shall not be limited ) of (1) the Licensed Premises, (2) the Common Facilities, (3) the Access Areas, (4) any portion of Licensor's premises at the Building to which Licensor, its partners, employees, licensees, invitees, agents or restricted by any other provision of this Agreementcontractors are afforded access, including but not limited to the insurance requirements. 20.3 Any obligations of indemnification, insurance and confidentiality shall survive the termination of this Agreement. 20.4 Allegiant shall invoice Charterer for the following insurance surcharges: (a) a [...***...] per passenger per segment fee (for passenger liability), to be invoiced pursuant to Section 8.2; (b) a [...***...] per departure charge (for ground liability), to be invoiced pursuant to Section 8.1; and (c5) a [...***...] annual charge (for war risk hull), to be invoiced in the amount common areas of [...***...] each twice monthly pursuant to Section 8.1. [...***...]the Building.

Insurance and Indemnity. 20.1 Allegiant a. Tenant shall have in effect with financially viable obtain and reputable insurers an aircraft maintain during the term of this Lease commercial general liability insurance policy, including passenger liability coverage, having with combined single limit for personal injury and property damage in a liability limit of form and with carriers acceptable to Landlord in an amount not less than Three Million Dollars ($3,000,000.00) per seat for any one occurrence for any Aircraft used under this Agreement1,000,000, and employees liability and workers' compensation insurance as required by law. Additionally, AllegiantTenant's aforementioned commercial general liability insurance policy shall be endorsed to provide that (i) it may not be canceled or altered in such a manner as adversely to affect the coverage afforded thereby without 30 days' prior written notice to Landlord, (ii) Landlord is named as additional insured, (iii) the insurer acknowledges acceptance of the mutual waiver of claims by Landlord and Tenant pursuant to subparagraph (b) below, and (iv) such insurance is primary with respect to Landlord and that any other insurance maintained by Landlord is excess and noncontributing with such insurance. If, in the opinion of Xxxxxxxx's insurance adviser, based on a substantial increase in recovered liability claims generally, the specified amounts of coverage are no longer adequate, such coverage shall be appropriately increased. Prior to the commencement of the term, Tenant shall deliver to Landlord a duplicate of such policy or a certificate thereof to Landlord for retention by it, with endorsements, and at least 30 days prior to the expiration of such policy or any renewal thereof, Tenant shall deliver to Landlord a replacement or renewal binder, followed by duplicate policy or certificate within a reasonable time thereafter. If Tenant fails to obtain such insurance or to furnish Landlord any such duplicate policy or certificate as herein required, Landlord may, at its election, without notice to Tenant and without any obligation to do so, procure and maintain such coverage and Tenant shall reimburse Landlord on demand as additional rent for any liability to third parties outside of the Aircraft for any Aircraft used under this Agreement. Allegiant shall cause its insurer to unconditionally waive subrogation premium so paid by Landlord. b. Landlord hereby waives all claims against Tenant, and to name without limitation, Charterer, its parents, managers, Xxxxxx's officers, directors, partners, employees, agents and representatives for loss or damage to the extent that such loss or damage is insured against under any valid and collectible insurance policy insuring Landlord or would have been insured against but for any deductible amount under any such policy, and Tenant waives all claims against Landlord including Landlord's officers, directors, partners, employees, agents, subsidiaries and affiliated companies as additional insureds on all liability policies required hereunder or furnished in connection with Services provided hereunder, and shall deliver to Charterer a valid certificate of insurance ("Certificate") and a copy of the insurance policy endorsement evidencing compliance coverage herewith at least fourteen (14) days prior to the commencement of Allegiant's Services hereunder. This insurance protection afforded to the additional insureds shall provide the same protection and coverage as is provided to the primary insured on the policy and such insurance shall be primary and not secondary to any existing insurance coverage of any additional insured. Such Certificates shall contain provisions requiring the insurance carrier to give at least 30 days prior written notice to Charterer of any reduction in, or cancellation of, insurance coverage that has been so certified and unconditionally waiving the insurance carrier's rights of subrogation. Allegiant's failure to provide any Certificate required herein shall not relieve Allegiant of any obligation to cause the insurance coverage described herein to be provided. It shall be Allegiant's obligation to make certain that itself and its insurers have complied with the provisions of this Section. 20.2 Allegiant hereby agrees to defend, indemnify, release, save free and hold harmless Charterer, its parent and affiliated companies, their managers, agents, employees, officers, directors and subsidiaries from and against any and all claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments of any kind or nature by or in favor of anyone whomsoever and from and against any and all costs and expenses, including attorneys fees, resulting from or in connection with representatives for loss of life, bodily injury or damage to property arising directly the extent such loss or indirectlydamage is insured against under any valid and collectible insurance policy insuring Tenant or required to be maintained by Tenant under this Lease, out of or from or on account of would have been insured against but for any deductible amount under any such policy. c. As this Lease does not involve the provision of Services pursuant public interest and insurance is available to this Agreement, except when Tenant which will protect it against such claims, suitsdamage, damagesinjury or death, liabilitiesTenant hereby waives all claims against Landlord for damage to any property or injury to or death of any person in, fines, penalties, proceedings, orders, decrees, settlements, upon or about the premises or the Building arising at any time and judgments are due to from any cause. Tenant shall hold Landlord harmless from and defend Landlord against all claims (except such as arises from the gross sole negligence or willful misconduct of ChartererLandlord, its subsidiariesagents, parent employees or (i) for damage to any property or affiliated companiesinjury to or death of any person arising from the use of the premises by Xxxxxx, or (ii) arising from the negligence or willful misconduct of Tenant, its managersemployees, agents, employeesor contractors in, officersupon or about those portions of the Building other than the premises. The foregoing indemnity obligation of Tenant shall include reasonable attorneys' fees, directors investigation costs, and all other reasonable costs and expenses incurred by Landlord from the first notice that any claim or contractorsdemand is to be made or may be made. This indemnification shall be insured against by Allegiant and shall not be limited or restricted by any other provision The provisions of this Agreement, including but not limited to the insurance requirements. 20.3 Any obligations of indemnification, insurance and confidentiality paragraph 9 shall survive the termination of this AgreementLease with respect to any damage, injury, or death occurring prior to such termination. 20.4 Allegiant shall invoice Charterer for the following insurance surcharges: (a) a [...***...] per passenger per segment fee (for passenger liability), to be invoiced pursuant to Section 8.2; (b) a [...***...] per departure charge (for ground liability), to be invoiced pursuant to Section 8.1; and (c) a [...***...] annual charge (for war risk hull), to be invoiced in the amount of [...***...] each twice monthly pursuant to Section 8.1. [...***...]

Insurance and Indemnity. 20.1 Allegiant A. Tenant shall, during the entire term hereof, at its sole cost and expense, provide and keep in frill force and effect a policy of general public liability and property damage insurance with respect to the leased premises, and the business operated by Tenant and any subtenants of Tenant in the leased premises in which the limits of public liability shall have not be less then ONE MILLION DOLLARS ($1,000,000.00) per accident and in effect with financially viable and reputable insurers an aircraft which the property damage liability insurance policy, including passenger liability coverage, having a liability limit of shall not be less than Three Million Dollars full replacement cost ($3,000,000.00) per seat for any one occurrence for any Aircraft used under this Agreementincluding addition). Additionally, Allegiant's aforementioned liability insurance The policy shall provide coverage for name the Landlord, any liability to third parties outside of the Aircraft for any Aircraft used under this Agreement. Allegiant shall cause its insurer to unconditionally waive subrogation person, firms or corporation designated by Landlord, and to name without limitation, Charterer, its parents, managers, officers, directors, employees, agents, subsidiaries and affiliated companies Tenant as additional insureds on all liability policies required hereunder or furnished in connection with Services provided hereunderinsured, and shall deliver to Charterer contain a valid certificate of clause that the insurer will not cancel or change the insurance without first giving the Landlord THIRTY ("Certificate"30) days’ prior written notice. The insurance shall be in an insurance company approved by Landlord and a copy of the insurance policy endorsement evidencing compliance coverage herewith at least fourteen (14) days prior to the commencement or certificate of Allegiant's Services hereunder. This insurance protection afforded to the additional insureds shall provide the same protection and coverage as is provided to the primary insured on the policy and such insurance shall be primary and not secondary delivered to any existing the Landlord. If the term of this Lease is more than THREE (3) years (or extended beyond THREE (3) years), Landlord shall have the right to require the amount of insurance coverage of any additional insured. Such Certificates shall contain provisions requiring the insurance carrier to give at least 30 days prior written notice to Charterer of any reduction in, or cancellation of, insurance coverage that has been so certified and unconditionally waiving the insurance carrier's rights of subrogation. Allegiant's failure to provide any Certificate required herein shall not relieve Allegiant of any obligation to cause the insurance coverage described herein to be providedincreased to approximate increases in the cost of living. B. Tenant agrees that it will not keep, use, sell or offer for sale in or upon the leased premises any article that may be prohibited by the standard form of fire insurance policy. It Tenant agrees to pay any increase in premiums for fire and extended coverage insurance that may be charged during the term of this Lease on the amount of such insurance which may be carried by Landlord on said premises or the building of which they are a part, resulting from the type of activity or merchandise sold by Tenant in the leased premises, whether or not Landlord has consented to the same. Bills for such additional premiums shall be Allegiant's obligation rendered by Landlord to make certain that itself Tenant at such times as Landlord may elect, and its insurers have complied with shall be due from, and payable by, Tenant when rendered, and the provisions of this Sectionamount thereof shall be deemed to be, and be paid, as additional rent. 20.2 Allegiant hereby agrees to defend, indemnify, release, C. Tenant will indemnify Landlord and save free and hold it harmless Charterer, its parent and affiliated companies, their managers, agents, employees, officers, directors and subsidiaries from and against any and all claims, suitsactions, damages, liabilitiesliability and expense in connection with the loss of fire, finespersonal incur and/or damage to property arising from or out of any occurrence in, penaltiesupon or at the leased premises, proceedingsor the occupancy or use by Tenant, ordersof the leased premises or any part thereof, decreesor occasioned wholly or in part by any act or omission of Tenant, settlementsits agents, contractors, employees, servants, lessees or concessionaires. In case Landlord shall, without fault on its part be made a party to any litigation commenced by or against Tenant, then Tenant shall protect and hold Landlord harmless and shall pay all costs, expenses and reasonable attorneys’ fees incurred or paid by Landlord in connection with such litigation. Tenant shall also pay all costs, expenses and reasonable attorneys’ fees (including appeals) that may be incurred or paid by Landlord in enforcing the covenants and agreements in this Lease D. Tenant shall replace, at the expense of Tenant, any and all plate and other glass damage or broken from any cause whatsoever, in and about the leased premises. Tenant will insure, and judgments keep insured, at Tenant’s expenses, all plate and other glass in the leased premises for and in the name of Landlord during the term of this Lease. On default by Tenant in obtaining any kind insurance required hereunder or nature delivering any policies or paying the premiums or other charges thereon as aforesaid, it shall be the privilege, though not the obligation, of Landlord to effect fully such insurance and likewise to pay any premiums or charges thereon. All sums so paid by or in favor of anyone whomsoever and from and against any Landlord and all costs and expenses, including attorneys fees, resulting from or expenses incurred by Landlord in connection therewith, together with interest thereon at the rate of eighteen (18%) percent per annum from the respective dates of Landlord’s xxxxxxx of each such payment, shall constitute additional rent payable by Tenant under this Lease and shall be paid by Tenant to Landlord on demand. Tenant shall defend, indemnify and hold harmless the Landlord against all claims, demands, suits fines, liabilities, losses, damages, costs and expenses (including legal fees and expenses) which landlord may incur or become liable for as a result of breach by Tenant, its agents, officers, invitees and licensees of the terms or covenants of this Lease. E. Tenant hereby releases Landlord from any and all liability or responsibility to Tenant or anyone claiming through or under it by way of subrogation or otherwise for any loss of life, bodily injury or damage to property arising directly caused by fire or indirectlyany other perils insured in policies of insurance covering such property or required to be insured hereunder, out of even if such loss or from damage shall have been caused by the fault or on account negligence of the provision of Services pursuant to this AgreementLandlord, except when such claimsor anyone for whom Landlord may be responsible, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments are due to the gross negligence or willful misconduct of Charterer, its subsidiaries, parent or affiliated companies, its managers, agents, employees, officers, directors or contractors. This indemnification shall be insured against by Allegiant and shall not be limited or restricted by including any other provision tenants or occupants of this Agreement, including but not limited to the insurance requirementsremainder of the Building. 20.3 Any obligations of indemnification, insurance and confidentiality shall survive the termination of this Agreement. 20.4 Allegiant shall invoice Charterer for the following insurance surcharges: (a) a [...***...] per passenger per segment fee (for passenger liability), to be invoiced pursuant to Section 8.2; (b) a [...***...] per departure charge (for ground liability), to be invoiced pursuant to Section 8.1; and (c) a [...***...] annual charge (for war risk hull), to be invoiced in the amount of [...***...] each twice monthly pursuant to Section 8.1. [...***...]

Insurance and Indemnity. 20.1 Allegiant 7.1. Throughout the Initial Term and the Renewal Term (if appropriate) Lessee shall, at Lessee’s sole cost and expense, maintain or cause to be maintained such insurance coverages as Lessor from time to time shall have reasonably request and which are generally consistent with insurance coverages required of other tenants in effect similar buildings and businesses in the Danbury area, and initially Lessee shall maintain the following coverages in the following amounts (the “Required Insurance”): (a) “All Risk” insurance coverage, on a full replacement cost basis, covering the Building and all other buildings, improvements (including any plate glass) and fixtures now or hereafter constituting part of the Premises (but not including any improvements made by Lessee) written in favor of Lessor and all Fee Mortgagees of which Lessee has notice, as their interests may appear, with financially viable and reputable insurers an aircraft Lessor named as loss payee; (b) Commercial general liability insurance policy(broad form) with respect to the Premises and the conduct and operation of business thereat, including passenger liability on an “occurrence coverage” basis with Lessor and all Fee Mortgagees of which Lessee has notice, having a liability limit named as additional insureds, with limits of not less than Three Million Dollars FOUR MILLION AND 00/100 ($3,000,000.004,000,000.00) per seat DOLLARS combined single limit for any one occurrence of bodily injury, personal injury or death to any number of persons and for property damage, which coverage may be placed in any Aircraft used under this Agreementcombination of primary and umbrella and/or excess policies; (c) Fire and extended coverage insurance with respect to any Alterations made by Lessee, Lessee’s Personalty and any such other items belonging to and situated in the Building, in amounts equal to the full replacement value thereof, naming Lessee as the sole loss payee; (d) Any other insurance required for compliance with any applicable Laws. 7.2. Additionally, Allegiant's aforementioned liability Lessee shall deliver to Lessor binders or certificates evidencing the required insurance policy at lease ten (10) Business Days prior to the Commencement Date. Lessee shall provide coverage procure and pay for any liability to third parties outside renewals of the Aircraft for required insurance before the expiration thereof, and Lessee shall deliver to Lessor binders or certificates evidencing such renewal within thirty (30) days of the expiration of any Aircraft used under this Agreementexisting policy. Allegiant All such policies shall cause its insurer be issued by companies approved by Lessor (which approval shall not be unreasonably withheld or delayed) and licensed to unconditionally waive subrogation do business in the State of Connecticut, and to name shall contain a provision whereby the same cannot be changed, cancelled or not renewed (including, without limitation, Chartererfor nonpayment of premium) unless Lessor and all Fee Mortgagees of which Lessee has notice, its parents, managers, officers, directors, employees, agents, subsidiaries and affiliated companies as additional insureds on all liability policies required hereunder or furnished in connection with Services provided hereunder, and shall deliver to Charterer a valid certificate of insurance ("Certificate") and a copy of the insurance policy endorsement evidencing compliance coverage herewith are given at least fourteen thirty (1430) days prior to the commencement of Allegiant's Services hereunder. This insurance protection afforded to the additional insureds shall provide the same protection and coverage as is provided to the primary insured on the policy and such insurance shall be primary and not secondary to any existing insurance coverage of any additional insured. Such Certificates shall contain provisions requiring the insurance carrier to give at least 30 days days’ prior written notice to Charterer of any reduction insuch change, cancellation or cancellation of, insurance coverage that has been so certified and unconditionally waiving the insurance carrier's rights of subrogationnon-renewal. Allegiant's failure to provide any Certificate required herein shall not relieve Allegiant of any obligation to cause the insurance coverage described herein to be provided. It All such policies shall be Allegiant's obligation to make certain that itself and its insurers have complied with the provisions of this Sectionwritten on an “occurrence coverage” basis. 20.2 Allegiant 7.3. Lessee hereby agrees covenants and agrees, to defend, indemnify, release, save free indemnify and hold harmless Charterer, its parent Lessor and affiliated companies, their managers, agents, employees, officers, directors and subsidiaries all Fee Mortgagees from and against any and all claimsloss, suitscost, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments of any kind or nature by or in favor of anyone whomsoever and from and against any and all costs and expenses, liability and/or expense (including attorneys fees, resulting ) that may arise from or in connection with loss of life, bodily injury or damage the date hereof up to property arising directly or indirectly, out of or from or on account of the provision of Services pursuant to this Agreement, except when such claims, suits, damages, liabilities, fines, penalties, proceedings, orders, decrees, settlements, and judgments are due to the gross negligence or willful misconduct of Charterer, its subsidiaries, parent or affiliated companies, its managers, agents, employees, officers, directors or contractors. This indemnification shall be insured against by Allegiant and shall not be limited or restricted by any other provision of this Agreement, including but not limited to the insurance requirements. 20.3 Any obligations of indemnification, insurance and confidentiality shall survive the termination of this AgreementLease, howsoever and whensoever determined, on account of or arising out of negligent or intentional act or omission of Lessee or of Lessee’s agents, contractors, servants, employees or invitees on or about the Premises. 20.4 Allegiant shall invoice Charterer for the following insurance surcharges: (a) a [...***...] per passenger per segment fee (for passenger liability), to be invoiced pursuant to Section 8.2; (b) a [...***...] per departure charge (for ground liability), to be invoiced pursuant to Section 8.1; and (c) a [...***...] annual charge (for war risk hull), to be invoiced in the amount of [...***...] each twice monthly pursuant to Section 8.1. [...***...]