Common use of Insurance Indemnification Clause in Contracts

Insurance Indemnification. Developer agrees to defend, indemnify and hold harmless the Township and its officers, agents, and employees from and against all claims, damages, liability, losses, and expenses, including attorneys' fees and costs of investigation, arising out of or resulting from (a) the performance of the work on the Tract, (b) the approval of the Dedicated Improvements and the Plan, (c) the granting of any permit or approval, (d) the rough grading and final grading of the land within the Tract, and (e) as a result of any water or storm drainage runoff from the Tract. Developer assumes all risks and shall bear all loss resulting from any injury to property or persons occasioned by neglect or accident during the progress of development of the Tract. Developer shall obtain and maintain, at all times during the course of construction, comprehensive general liability insurance with minimum limits of liability with respect to bodily injury of at least $500,000.00 for each person, $1,000,000.00 for each occurrence, and $250,000.00 with respect to property damage for each occurrence. The said insurance shall contain a provision prohibiting its cancellation by the carrier without thirty (30) days' prior written notice of such cancellation to the Township. Prior to the commencement of any construction, Developer shall deliver to the Township a certificate issued by an insurance company, reasonably satisfactory to the Township, indicating that Developer has obtained comprehensive general liability insurance in accordance with the provisions of this Agreement, that the Township has been named as an additional insured, and that premiums for the said insurance have been paid in advance for the entire period covered by said insurance. At least thirty (30) days prior to the expiration date(s) of the said insurance, Developer shall deliver to the Township a certificate of insurance indicating that the said policy or policies have been renewed and that the premiums for the renewal period have been paid in advance. During the construction period, Developer shall have the right to substitute other insurance policies containing the same provisions as the original policies, provided however, that all such policies shall be in a form and issued by insurance companies reasonably acceptable to the Township, and the Township shall at all times be indicated as an additional insured.

Insurance Indemnification. Developer agrees (a) For four (4) years after the Effective Date, Fulton shall (and Premier Bank shall cooperate in these efforts) obtain and maintain "tail" coverage relating to defendPremier's existing directors and officers liability insurance policy (provided that such insurance shall be in such amount and with terms and conditions no less favorable to the Director and Officer Liability Policy of Premier as of the date of this Agreement and carry such premium (not to exceed 150% of the current premium for Premier's existing directors and officers liability insurance policy) and that Fulton may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are substantially no less advantageous) with respect to claims arising from facts or circumstances which occur prior to the Effective Date (other than relating to this Agreement and the transactions contemplated hereby) and covering persons who are covered by such insurance immediately prior to the Effective Date. (b) From and after the Effective Date, indemnify Fulton shall indemnify, defend and hold harmless each person who is now, or has been at any time prior to the Township and its officersdate hereof, agentsor who becomes prior to the Effective Date, and employees from and an officer, employee or director of Premier or a Premier Subsidiary (the "Indemnified Parties") against all losses, claims, damages, liabilitycosts, losses, and expenses, expenses (including reasonable attorneys' fees and costs fees), liabilities or judgments or amounts that are paid in settlement (which settlement shall require the prior written consent of investigationFulton, arising which consent shall not be unreasonably withheld) or in connection with any claim, action, suit, proceeding or investigation (a "Claim") in which an Indemnified Party is, or is threatened to be made, a party or a witness based in whole or in part out of the fact that such person is or resulting from (a) the performance was a director, officer or employee of the work on the TractPremier or a Premier Subsidiary if such Claim pertains to any matter of fact arising, (b) the approval of the Dedicated Improvements and the Plan, (c) the granting of any permit existing or approval, (d) the rough grading and final grading of the land within the Tract, and (e) as a result of any water or storm drainage runoff from the Tract. Developer assumes all risks and shall bear all loss resulting from any injury to property or persons occasioned by neglect or accident during the progress of development of the Tract. Developer shall obtain and maintain, at all times during the course of construction, comprehensive general liability insurance with minimum limits of liability with respect to bodily injury of at least $500,000.00 for each person, $1,000,000.00 for each occurrence, and $250,000.00 with respect to property damage for each occurrence. The said insurance shall contain a provision prohibiting its cancellation by the carrier without thirty (30) days' prior written notice of such cancellation to the Township. Prior to the commencement of any construction, Developer shall deliver to the Township a certificate issued by an insurance company, reasonably satisfactory to the Township, indicating that Developer has obtained comprehensive general liability insurance in accordance with the provisions of this Agreement, that the Township has been named as an additional insured, and that premiums for the said insurance have been paid in advance for the entire period covered by said insurance. At least thirty (30) days occurring prior to the expiration date(sEffective Date (including, without limitation, the Merger and other transactions contemplated by this Agreement) regardless of whether such Claim is asserted or claimed prior to, at, or after the Effective Date (the "Indemnified Liabilities") to the full extent permitted under applicable law as to the date hereof or amended prior to the Effective Date and under the Articles of Incorporation or Bylaws of Premier or a Premier Subsidiary as in effect as of the said insurance, Developer date hereof (and Fulton shall deliver pay expenses in advance of the full disposition of any such action or proceeding to each of the Indemnified Parties to the Township a certificate full extent permitted by applicable law and Xxxxxx'x Articles of insurance indicating that Incorporation and Bylaws). Any Indemnified Party wishing to claim indemnification under this provision, upon learning of any claim, shall notify Fulton (but the said policy or policies failure to so notify Fulton shall not relieve Fulton from any liability which Fulton may have been renewed and that under this section except to the premiums for extent Fulton is materially prejudiced thereby). In the renewal period have been paid in advance. During the construction perioddefense of any action covered by this Section 6.10(b), Developer Fulton shall have the right to substitute other insurance policies containing direct the defense of such action and retain counsel of its choice; provided, however, that, notwithstanding the foregoing, the Indemnified Parties as a group may retain a single law firm to represent them with respect to each matter under this section if there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of Fulton and the Indemnified Parties (the Indemnified Parties may also retain more than one law firm if there is, under applicable standards of professional conduct, a conflict of any significant issues between the positions of two or more Indemnified Parties). Fulton shall have an obligation to advance funds to satisfy an obligation of Fulton or any successor to Fulton under this Section 6.10(b) to the same extent that Fulton would be obligated to advance funds under the indemnification provisions as the original policies, provided however, that all such policies shall be in a form and issued by insurance companies reasonably acceptable to the Township, and the Township shall at all times be indicated as an additional insuredof its Articles of Incorporation and/or Bylaws.

Insurance Indemnification. Developer agrees to defend, indemnify and hold harmless the Township Township, the Authority and its their officers, agents, agents and employees from and against all claims, damages, liability, losses, losses and expenses, including attorneys' fees and costs of investigation, arising out of or resulting from (a) the performance of the work on the Tract, (b) the approval of the Dedicated Township Improvements and the PlanAuthority Improvements or Plans, (c) the granting of any permit or approval, (d) the rough grading and final grading of the land within the Tract, and (e) as a result of any water or storm drainage runoff from the TractDeveloper's premises. Developer assumes all risks and shall bear all loss resulting from any injury to property or persons occasioned by neglect or accident during the progress of development of the Tract. Developer shall obtain and maintain, maintain at all times during the course of construction, comprehensive general liability insurance with minimum limits of liability with respect to bodily injury of at least $500,000.00 for each person, $1,000,000.00 for each occurrence, occurrence and $250,000.00 with respect to property damage for each occurrence. The said insurance shall contain a provision prohibiting its cancellation by the carrier without thirty (30) days' prior written notice of such cancellation to the Township. Prior to the commencement of any construction, Developer shall deliver to the Township a certificate issued by an insurance company, reasonably satisfactory to the Township, indicating that Developer has obtained comprehensive general liability insurance in accordance with the provisions of this Agreement, that the Township has been named as an additional insured, Agreement and that premiums for the said insurance have been paid in advance for the entire period covered by said insurance. At least thirty (30) days prior to the expiration date(s) of the said insurance, Developer shall deliver to the Township a certificate of insurance indicating that the said policy or policies have been renewed and that the premiums for the renewal period have been paid in advance. During the construction period, Developer shall have the right to substitute other insurance policies containing the same provisions as the original policies, provided however, that all such policies shall be in a form and issued by insurance companies reasonably acceptable to the Township, and the Township shall at all times be indicated as an additional insured. In the event that a third party, his agents, servants, employees, heirs, assigns or grantees should institute any legal action whatsoever against Warwick Township and/or the Authority, its or their officers, agents, servants, or employees for the hereinbefore stated reasons, Developer hereby agrees to further pay any and all attorneys' fees, engineering fees, court costs or any other expenses whatsoever incurred by Warwick Township and/or the Authority, its or their officers, agents, servants or employees in regard thereto. Developer agrees that if suit is brought by Township against Developer to enforce this Agreement, Township shall be entitled to collect from Developer, provided that Township shall prevail in its suit, all reasonable costs and expenses of suit, including reasonable attorneys' fees.

Insurance Indemnification. Developer agrees 6.1. Insurance Tenant shall maintain, or cause to defendbe maintained, indemnify and hold harmless at its sole expense, the Township and its officers, agents, and employees from and against all claims, damages, liability, losses, and expenses, including attorneys' fees and costs of investigation, arising out of or resulting from following insurance on the Premises --------- (herein called the "Required Insurance"): (a) Insurance against loss or damage to the performance Improvements (the "Improvements Insurance") under a fire and broad form of all risk extended coverage insurance policy (which shall include flood insurance if the Premises is located within a flood hazard area), together with an agreed value endorsement. Such insurance shall be in amounts sufficient to prevent Landlord or Tenant from becoming a co-insurer under the applicable policies, and not less than the full replacement cost of the work on Improvements (excluding footings and foundations and other parts of the Tract, Improvements which are not insurable) as reasonably determined from time to time by Landlord but not more frequently than once in any 12-month period. Such insurance policies may contain reasonable exclusions and deductible amounts as are common to properties similar to the Premises. (b) General public liability insurance for the approval benefit of Landlord, Tenant and Lender against claims for damages to person or property occurring on, in or about the Premises and the adjoining streets, sidewalks, gutters, curbs, passageways and other areas adjacent thereto, if any, with a combined single limit of at least Five Million Dollars ($5,000,000.00) for personal injury and property damage, such insurance to include full coverage of the Dedicated Improvements indemnity set forth in Section 6.10. Policies for such insurance shall be for the mutual benefit of Landlord, Tenant and the PlanLender, as their respective interests may appear. (c) Workers' compensation insurance to the granting extent necessary to protect Landlord, Tenant and the Premises against workers' compensation claims, covering all persons employed in connection with any work done on or about the Premises with respect to which claims for death or bodily injury could be asserted against Landlord, Tenant or the Premises. Such policy of any permit or approval, workers' compensation insurance shall comply with all of the requirements of applicable state law. (d) the rough grading and final grading At any time when any portion of the land within Premises are being constructed, altered or replaced, builder's risk insurance (in completed value non-reporting form) in an amount no less than the Tract, and (e) as a result of any water or storm drainage runoff from the Tract. Developer assumes all risks and shall bear all loss resulting from any injury to property or persons occasioned by neglect or accident during the progress of development actual replacement value of the Tract. Developer shall obtain Improvements, exclusive of foundations and maintain, at all times during the course of construction, comprehensive general liability insurance with minimum limits of liability with respect to bodily injury of at least $500,000.00 for each person, $1,000,000.00 for each occurrence, and $250,000.00 with respect to property damage for each occurrence. The said insurance shall contain a provision prohibiting its cancellation by the carrier without thirty (30) days' prior written notice of such cancellation to the Township. Prior to the commencement of any construction, Developer shall deliver to the Township a certificate issued by an insurance company, reasonably satisfactory to the Township, indicating that Developer has obtained comprehensive general liability insurance in accordance with the provisions of this Agreement, that the Township has been named as an additional insured, and that premiums for the said insurance have been paid in advance for the entire period covered by said insurance. At least thirty (30) days prior to the expiration date(s) of the said insurance, Developer shall deliver to the Township a certificate of insurance indicating that the said policy or policies have been renewed and that the premiums for the renewal period have been paid in advance. During the construction period, Developer shall have the right to substitute other insurance policies containing the same provisions as the original policies, provided however, that all such policies shall be in a form and issued by insurance companies reasonably acceptable to the Township, and the Township shall at all times be indicated as an additional insuredexcavations.

Insurance Indemnification. Developer agrees to defend, indemnify and hold harmless the Township and its officers, agents, and employees from and against all claims, damages, liability, losses, and expenses, including attorneys' fees and costs of investigation, arising out of or resulting from (a) the performance of the work on the Tract, (b) the approval of the Dedicated Township Improvements and the PlanSewer/Water Improvements or Plans, (c) the granting of any permit or approval, (d) the rough grading and final grading of the land within the Tract, and (e) as a result of any water or storm drainage runoff from the Tract. Developer assumes all risks and shall bear all loss resulting from any injury to property or persons occasioned by neglect or accident during the progress of development of the Tract. Developer shall obtain and maintain, at all times during the course of construction, comprehensive general liability insurance with minimum limits of liability with respect to bodily injury of at least $500,000.00 for each person, $1,000,000.00 for each occurrence, and $250,000.00 with respect to property damage for each occurrence. The said insurance shall contain a provision prohibiting its cancellation by the carrier without thirty (30) days' prior written notice of such cancellation to the Township. Prior to the commencement of any construction, Developer shall deliver to the Township a certificate issued by an insurance company, reasonably satisfactory to the Township, indicating that Developer has obtained comprehensive general liability insurance in accordance with the provisions of this Agreement, that the Township has been named as an additional insured, and that premiums for the said insurance have been paid in advance for the entire period covered by said insurance. At least thirty (30) days prior to the expiration date(s) of the said insurance, Developer shall deliver to the Township a certificate of insurance indicating that the said policy or policies have been renewed and that the premiums for the renewal period have been paid in advance. During the construction period, Developer shall have the right to substitute other insurance policies containing the same provisions as the original policies, provided however, that all such policies shall be in a form and issued by insurance companies reasonably acceptable to the Township, and the Township shall at all times be indicated as an additional insured.

Insurance Indemnification. Developer agrees to defend, indemnify and hold harmless the Township and its officers, agents, and employees from and against all claims, damages, liability, losses, and expenses, including attorneys' fees and costs of investigation, arising out of or resulting from (a) During the performance of Term (excluding the work on Construction Term), Tenant shall, at its sole cost and expense, obtain and maintain property insurance covering the TractLeased Premises in an amount not less than the full replacement cost thereof, (with such deductibles and retentions as determined by Tenant in its sole and absolute discretion. Such insurance shall be provided by companies authorized to do business in the State. b) During the approval Term (excluding the Construction Term) Tenant shall maintain with respect to the Leased Premises a policy of the Dedicated Improvements and the Plan, (c) the granting of any permit or approval, (d) the rough grading and final grading of the land within the Tract, and (e) as a result of any water or storm drainage runoff from the Tract. Developer assumes all risks and shall bear all loss resulting from any injury to property or persons occasioned by neglect or accident during the progress of development of the Tract. Developer shall obtain and maintain, at all times during the course of construction, comprehensive commercial general liability insurance, which insurance with minimum shall stipulate limits of liability with respect to bodily injury of at least not less than $500,000.00 for each person, $1,000,000.00 for 2,000,000 each occurrence, and $250,000.00 with respect to single limit bodily injury and/or property damage for combined (with such deductibles and retentions as determined by Tenant in its sole and absolute discretion), and shall be provided by companies authorized to do business in the State. c) Tenant shall, within fifteen (15) days after receipt of written request therefor by Landlord, provide Landlord with (i) evidence of such property insurance and (ii) a certificate of such commercial general liability insurance, each occurrence. The said insurance naming Landlord and Landlord's Mortgagee as additional insureds or loss payees, as applicable, and providing that the applicable coverage shall contain a provision prohibiting its cancellation by the carrier not be cancelled without thirty (30) days' prior written days notice to the holder of such cancellation evidence or certificate, as applicable. d) Notwithstanding anything to the Township. Prior contrary contained herein, Tenant shall have the right to self-insure against any of the commencement of any constructionrisks or portions thereof set forth in this Section 12, Developer shall deliver to the Township provided Tenant then has a certificate issued by an insurance company, reasonably satisfactory to the Township, indicating that Developer has obtained comprehensive general liability insurance reported net worth (calculated in accordance with generally accepted accounting principles), as of the provisions end of this AgreementTenant's most recent quarterly reporting period, that of not less than One Hundred Million Dollars ($100,000,000). e) Landlord shall maintain with respect to the Township has been named Leased Premises a policy of commercial general liability insurance, which insurance shall stipulate limits of liability of not less than $2,000,000 each occurrence, single limit bodily injury and/or property damage combined, and shall be provided by companies authorized to do business in the State. Such policies of insurance shall name Tenant as an additional insured. Landlord shall, within a reasonable period of time after receipt of written request therefor by Tenant, provide a certificate of such commercial general liability insurance evidencing Tenant as an additional insured on such policy and providing that premiums for the said insurance have been paid in advance for the entire period covered by said insurance. At least applicable coverage shall not be cancelled or modified without thirty (30) days prior notice to the expiration date(s) holder of such certificate. During any period in which Landlord or Tenant is conducting construction activities at, in or on the said insuranceLeased Premises, Developer such party shall deliver keep, or cause its general contractor to keep, in full force and effect, with regard to the Township a certificate of insurance indicating that the said policy or policies have been renewed and that the premiums for the renewal period have been paid Leased Premises, in advance. During the construction period, Developer shall have the right to substitute other insurance policies containing the same provisions as the original policies, provided however, that all such policies shall be in a form and issued by insurance companies reasonably acceptable to the Townshipother party, at least the minimum insurance coverages set forth below: i) Worker's Compensation - Statutory Limits; Employers Liability -$2,000,000; ii) Automobile Liability for all vehicles with limits of $1,000,000; and iii) Commercial General Liability to include premises operations and products/completed operations coverage with limits of $3,000,000. Additionally, such party shall keep or require its general contractor to keep in full force and effect a policy of builder's risk insurance covering loss or damage to the Township Leased Premises for the full replacement cost of all such construction. To the fullest extent the other party has an insurable interest, such liability policy shall at all times be indicated name the other party as an additional insuredinsured and such builder's risk policy shall name the other party as a loss payee.

Insurance Indemnification. Developer a) During the Term (excluding the Construction Term), Tenant shall, at its sole cost and expense, obtain and maintain property insurance covering the Leased Premises in an amount not less than the full replacement cost thereof, with such deductibles and retentions as determined by Tenant in its sole and absolute discretion. Such insurance shall be provided by companies authorized to do business in the State. b) During the Term (excluding the Construction Term) Tenant shall maintain with respect to the Leased Premises a policy of commercial general liability insurance, which insurance shall stipulate limits of liability of not less than $2,000,000 each occurrence, single limit bodily injury and/or property damage combined (with such deductibles and retentions as determined by Tenant in its sole and absolute discretion), and shall be provided by companies authorized to do business in the State. . c) Tenant shall, within fifteen (15) days after receipt of written request therefor by Landlord, provide Landlord with (i) evidence of such property insurance and (ii) a certificate of such commercial general liability insurance, each naming Landlord and Landlord's Mortgagee as additional insureds or loss payees, as applicable, and providing that the applicable coverage shall not be cancelled without thirty (30) days notice to the holder of such evidence or certificate, as applicable. d) Notwithstanding anything to the contrary contained herein, Tenant shall have the right to self-insure against any of the risks or portions thereof set forth in this Section 12, provided Tenant then has a reported net worth (calculated in accordance with generally accepted accounting principles), as of the end of Tenant's most recent quarterly reporting period, of not less than One Hundred Million Dollars ($100,000,000). e) Landlord shall maintain with respect to the Leased Premises a policy of commercial general liability insurance, which insurance shall stipulate limits of liability of not less than $2,000,000 each occurrence, single limit bodily injury and/or property damage combined, and shall be provided by companies authorized to do business in the State. Such policies of insurance shall name Tenant as an additional insured. Landlord shall, within a reasonable period of time after receipt of written request therefor by Tenant, provide a certificate of such commercial general liability insurance evidencing Tenant as an additional insured on such policy and providing that the applicable coverage shall not be cancelled or modified without thirty (30) days notice to the holder of such certificate. f) During any period in which Landlord or Tenant is conducting construction activities at, in or on the Leased Premises, such party shall keep, or cause its general contractor to keep, in full force and effect, with regard to the Leased Premises, in form reasonably acceptable to the other party , at least the minimum insurance coverages set forth below: i) Worker's Compensation -Statutory Limits; Employers Liability - $2,000,000; ii) Automobile Liability for all vehicles with limits of $1,000,000; and iii) Commercial General Liability to include premises operations and products/completed operations coverage with limits of $3,000,000. Additionally, such party shall keep or require its general contractor to keep in full force and effect a policy of builder's risk insurance covering loss or damage to the Leased Premises for the full replacement cost of all such construction. To the fullest extent the other party has an insurable interest, such liability policy shall name the other party as an additional insured and such builder's risk policy shall name the other party as a loss payee. g) Any insurance coverage enumerated in this Lease may be effected by a blanket policy or policies of insurance or under so-called "multi-peril" or "package" insurance policies, provided that the total amount of insurance available with respect to the Leased Premises and Tenant's or Landlord's liability hereunder shall be at least the equivalent of separate policies in the amounts herein required, and provided further that in other respects any such policy or policies shall comply with the provisions of this Lease. Landlord shall not be entitled to self -insure ally of the insurance coverages recited herein. An "umbrella" policy may be provided and utilized by either party to increase the limit provided by any individual or blanket policies in lower amounts, and the combined occurrence and aggregate limits provided by all such policies with respect to the Leased Premises and Tenant's or Landlord's liability hereunder shall be satisfactory provided that the terms and conditions of such policies otherwise comply with the provisions of this Lease. h) Notwithstanding anything to the contrary contained herein, Landlord and Tenant hereby release each other, to the extent of their agreed-upon insurance coverage, from any and all liability for any loss or damage caused by fire or any other casualty insured against, even if such fire or other casualty shall be brought about by the fault or negligence of the other party, or any persons claiming under such other party. i) Landlord hereby agrees to exonerate, protect, defend, indemnify and hold harmless the Township Tenant and its officers, agentsdirectors, stockholders, members, beneficiaries, partners, representatives, agents and employees harmless from and against any and all claimslosses, damages, liabilityclaims, lossessuits or actions, judgments and expenses, costs (including reasonable attorneys' fees and costs of investigation, fees) arising out of or resulting from (a) the performance of the work on the Tract, (b) the approval of the Dedicated Improvements and the Plan, (c) the granting of any permit or approval, (d) the rough grading and final grading of the land within the Tract, and (e) as a result of any water or storm drainage runoff from the Tract. Developer assumes all risks and shall bear all loss resulting from any injury to property or death of persons occasioned by neglect or accident during the progress of development of the Tract. Developer shall obtain and maintain, at all times during the course of construction, comprehensive general liability insurance with minimum limits of liability with respect to bodily injury of at least $500,000.00 for each person, $1,000,000.00 for each occurrence, and $250,000.00 with respect damage to property damage for each occurrence. The said insurance shall contain a provision prohibiting its cancellation on or about the Leased Premises caused by the carrier without thirty intentional or negligent acts or omissions of Landlord or its employees, agents or contractors. Tenant agrees to exonerate, protect, defend, indemnify and hold Landlord and its officers, directors, stockholders, members, beneficiaries, partners, representatives, agents and employees harmless from and against any and all losses, damages, claims, suits or actions, judgments and costs (30including reasonably attorneys' fees) days' prior written notice of such cancellation to the Township. Prior to the commencement arising out of any constructioninjury to or death of persons or damage to property on or about the Leased Premises caused by the intentional or negligent acts or omissions of Tenant or its employees, Developer shall deliver to the Township a certificate issued by an insurance company, reasonably satisfactory to the Township, indicating that Developer has obtained comprehensive general liability insurance in accordance with the provisions of this Agreement, that the Township has been named as an additional insured, and that premiums for the said insurance have been paid in advance for the entire period covered by said insurance. At least thirty (30) days prior to the expiration date(s) of the said insurance, Developer shall deliver to the Township a certificate of insurance indicating that the said policy agents or policies have been renewed and that the premiums for the renewal period have been paid in advance. During the construction period, Developer shall have the right to substitute other insurance policies containing the same provisions as the original policies, provided however, that all such policies shall be in a form and issued by insurance companies reasonably acceptable to the Township, and the Township shall at all times be indicated as an additional insuredcontractors.

Insurance Indemnification. Developer agrees 3.1 Throughout the Term hereof, the Lessee shall maintain with a good and responsible company or companies doing insurance business in the Commonwealth of Pennsylvania and reasonably acceptable to defendthe Lessor public liability insurance in the minimum amount per occurrence of One Million Dollars ($1,000,000.00) combined single limit coverage for loss from an accident resulting in bodily injury to or death of persons and Five Hundred Thousand Dollars ($500,000.00) for loss from an accident resulting in damage to or destruction of property, indemnify and hold harmless naming the Township and its officers, agents, and employees from and against all claims, damages, liability, losses, and expenses, including attorneys' fees and costs Lessor as an additional named insured. 3.2 At the beginning of investigation, arising out each Lease Year the Lessee shall provide the Lessor with a certificate or certificates of or resulting from (a) insurance evidencing the performance maintenance of the work on the Tract, (b) the approval of the Dedicated Improvements and the Plan, (c) the granting of any permit or approval, (d) the rough grading and final grading of the land within the Tract, and (e) as a result of any water or storm drainage runoff from the Tract. Developer assumes all risks and shall bear all loss resulting from any injury insurance coverages referred to property or persons occasioned by neglect or accident during the progress of development of the Tract. Developer shall obtain and maintain, at all times during the course of construction, comprehensive general liability insurance with minimum limits of liability with in Section 3.1 hereof. 3.3 With respect to bodily injury of at least $500,000.00 for each personthe insurance referred to in Section 3.1 hereof, $1,000,000.00 for each occurrence, and $250,000.00 with respect to property damage for each occurrence. The said insurance all policies pertaining thereto shall contain a provision prohibiting its cancellation by expressly provide that the carrier same may not be cancelled or altered without thirty (30) days' prior written notice to the Lessor. 3.4 If the Lessee shall fail to secure or maintain the insurance referred to in Section 3.1 hereof, the Lessor shall be permitted, but shall have no duty, to obtain such insurance in the Lessee's name or as the agent for the Lessee and shall be compensated by the Lessee as Additional Rent for the cost of the insurance premiums therefore immediately upon demand made by the Lessor without setoff or deduction, and all such amounts so paid by the Lessor shall become Additional Rent until paid to the Lessor by the Lessee. 3.5 If the Leased Premises or the Building in which the same is located should be totally destroyed by fire, flood or other casualty, or if either should be so damaged that rebuilding or repair cannot reasonably be completed so as to allow the Lessee to reasonably occupy the Leased Premises for the purposes provided in Section 1.2 hereof within ninety (90) working days from the date of the occurrence of said damage, and such destruction or damage has not been caused by or resulted from any act or omission of the Lessee, this Lease shall terminate and the Rent and Additional Rent shall be abated for the unexpired portion of this Lease, effective as of the date of such cancellation destruction or damage. Other than for the termination and abatement of Rent and Additional Rent as hereinabove set forth, the Lessee shall have no other rights or remedies against the Lessor on account of the Lessee's inability to use and occupy the Leased Premises. 3.6 If the Leased Premises or the Building in which the same is situate should be damaged by fire, flood or other casualty but such damage has not been caused by or resulted from any act or omission of the Lessee, and such damage is not to such an extent that rebuilding or repair cannot reasonably be completed within ninety (90) working days from the date of such damage, this Lease shall not terminate, but the Lessor at its sole cost and expense, shall proceed forthwith to rebuild or repair the Leased Premises or the Building in which the same is situate to substantially the condition in which the same existed prior to such damage. In the event of such damage to the TownshipLeased Premises or the Building as aforesaid, Rent and Additional Rent shall be abated for that period of time during which the Lessee shall not be able to reasonably occupy the Leased Premises for the purposes provided in Section 1.2 hereof. Prior In the event that Lessor should fail to complete such rebuilding or repair within ninety (90) working days from the date of the occurrence of said damage, the Lessee may, at its option, by giving written notice thereof to the commencement Lessor, terminate this Lease, in which case the Rent and Additional Rent shall be abated for the unexpired portion of this Lease, effective as of the date of such damage. Other than for the termination and abatement of Rent and Additional Rent as hereinabove set forth, the Lessee shall have no other rights or remedies against the Lessor for the failure by the Lessor to complete such rebuilding or repair as aforesaid within ninety (90) working days of the date of the occurrence of said damage or on account of the Lessee's inability to use and occupy the Leased Premises. 3.7 The Lessee shall indemnify and save the Lessor harmless of and from any and all loss, damage, cost and expense, including reasonable attorneys' fees, suffered or incurred by the Lessor arising out of or pertaining to any act or omission of any constructionnature of the Lessee or any of its shareholders, Developer shall deliver directors, officers, agents, employees, invitees, contractors or representatives resulting in damage to or destruction of the Leased Premises or the Property. 3.8 Notwithstanding anything to the Township a certificate issued by an insurance companycontrary contained in this Lease or otherwise, reasonably satisfactory the Lessee shall not be entitled to any abatement of Rent or Additional Rent or termination of this Lease in the event that any destruction or damage to the TownshipLeased Premises or the Building shall be caused by or result from any act or omission of the Lessee or any of its shareholders, indicating that Developer has obtained comprehensive general liability insurance in accordance with the provisions of this Agreementdirectors, that the Township has been named as an additional insuredofficers, and that premiums for the said insurance have been paid in advance for the entire period covered by said insurance. At least thirty (30) days prior agents, employees, invitees, contractors or representatives. 3.9 Notwithstanding anything to the expiration date(s) contrary contained in this Lease, nothing contained in this Lease shall be deemed to limit, negate or otherwise diminish any rights or remedies which the Lessor shall have against the Lessee on account of any or omission by the said insurance, Developer shall deliver Lessee which results in damage or destruction to the Township a certificate of insurance indicating that Leased Premises or the said policy or policies have been renewed and that the premiums for the renewal period have been paid Building in advance. During the construction period, Developer shall have the right to substitute other insurance policies containing which the same provisions as the original policies, provided however, that all such policies shall be in a form and issued by insurance companies reasonably acceptable to the Township, and the Township shall at all times be indicated as an additional insuredis situate.

Insurance Indemnification. Developer agrees (a) Borrower shall at its own expense, procure and maintain continuously in effect: (i) public liability insurance for personal injuries, death or damage to defend, indemnify and hold harmless the Township and its officers, agents, and employees from and against all claims, damages, liability, losses, and expenses, including attorneys' fees and costs or loss of investigation, property arising out of or resulting in any way relating to the Equipment sufficient to protect Lender and Issuer from liability in all events, with a coverage limit of not less than $1,000,000 per occurrence unless a different coverage minimum with respect to particular Equipment is required by Lender, and (aii) insurance against such hazards as Lender may require, including, but not limited to, all-risk casualty and property insurance, in an amount equal to the performance greater of the work on full replacement cost of the Tract, Equipment with new equipment having substantially similar specifications or the applicable Prepayment Amount. (b) If required by State law, Borrower shall carry workers' compensation insurance covering all employees on, in, near or about the approval of the Dedicated Improvements Equipment, and the Planupon request, shall furnish to Lender certificates evidencing such coverage. (c) the granting of any permit or approval, (d) the rough grading All insurance policies required by this Article shall be taken out and final grading of the land within the Tractmaintained with insurance companies acceptable to Lender, and (e) as a result of any water or storm drainage runoff from the Tract. Developer assumes all risks and shall bear all loss resulting from any injury to property or persons occasioned by neglect or accident during the progress of development of the Tract. Developer shall obtain and maintain, at all times during the course of construction, comprehensive general liability insurance with minimum limits of liability with respect to bodily injury of at least $500,000.00 for each person, $1,000,000.00 for each occurrence, and $250,000.00 with respect to property damage for each occurrence. The said insurance shall contain a provision prohibiting its cancellation by that the carrier insurer shall not cancel or revise coverage thereunder without thirty (30) days' prior giving written notice of such cancellation to the Township. Prior to the commencement of any construction, Developer shall deliver to the Township a certificate issued by an insurance company, reasonably satisfactory to the Township, indicating that Developer has obtained comprehensive general liability insurance in accordance with the provisions of this Agreement, that the Township has been named as an additional insured, and that premiums for the said insurance have been paid in advance for the entire period covered by said insurance. At insured parties at least thirty (30) days before the cancellation or revision becomes effective. No insurance shall be subject to any co-insurance clause. Each insurance policy required by this Article shall name Lender and Issuer, as applicable, as an additional insured party and loss payee without regard to any breach of warranty or other act or omission of Borrower and shall include a lender's loss payable endorsement for the benefit of Lender. Prior to the delivery of Equipment, Borrower shall deposit with Lender evidence satisfactory to Lender of such insurance and, prior to the expiration date(sthereof, shall provide Lender evidence of all renewals or replacements thereof (d) As among Lender, Borrower and Issuer, Borrower assumes all risks and liabilities from any cause whatsoever, whether or not covered by insurance, for loss or damage to any Equipment and for injury to or depth of any person or damage to any property, whether such injury or death be with respect to agents or employees of Borrower or of third parties, and whether such property damage be to Borrower's property or the property of others. Whether or not covered by insurance, Borrower hereby assumes responsibility for and agrees to reimburse Lender for and will indemnify, defend and hold Lender harmless from and against all liabilities, obligations, losses, damages, penalties, claims, actions, costs and expenses (including reasonable attorneys' fees) of whatsoever kind and nature, imposed on, incurred by or asserted against Lender that in any way relate to or arise out of this Agreement, the said insuranceBond, Developer shall deliver the transactions contemplated hereby and the Equipment, including but not limited to, (i) the selection, manufacture, purchase, acceptance or rejection of Equipment or the ownership of the Equipment, (ii) the delivery, lease, possession, maintenance, use, condition, return or operation of the Equipment, (iii) the condition of the Equipment sold or otherwise disposed of after possession by Borrower, (iv) any patent or copyright infringement, (v) the conduct of Borrower, its officers, employees and agents, (vi) a breach of Borrower of any of its covenants or obligations hereunder and (vii) any claim, loss, cost or expense involving alleged damage to the Township environment relating to the Equipment, including, but not limited to investigation, removal, cleanup and remedial costs. All amounts payable by Borrower pursuant to the immediately preceding sentence shall be paid immediately upon demand of Lender. This provision shall survive the termination of this Agreement. (e) Issuer and its members, officers, agents and employees (the "Indemnified Persons") shall not be liable to Borrower for any reason. Borrower shall indemnify and hold Issuer and the Indemnified Persons harmless from any loss, expenses (including reasonable counsel fees) or liability of any nature due to any and all suits, actions, legal or administrative proceedings, or claims arising or resulting from, or in any way connected with (i) the financing, installation, operation, use, or maintenance of the Equipment, (ii) any act, failure to act, or misrepresentation by any person, firm, corporation or governmental agency, including Issuer, in connection with the Loan, (iii) any act, failure to act, or misrepresentation by Issuer in connection with this Agreement or any other document involving Issuer in this matter, or (iv) the selection and appointment of firms providing services to the transactions contemplated by this Agreement. If any suit, action or proceeding is brought against Issuer or any Indemnified Person, that action or proceeding shall be defended by counsel to Issuer or Borrower, as Issuer shall determine. If the defense is by counsel to Issuer, which is the Attorney General of Michigan or may, in some instances by private, retained counsel, Borrower shall indemnify Issuer and Indemnified Persons for the reasonable cost of that defense, including reasonable counsel fees. If Issuer determines that Borrower shall defend Issuer or Indemnified Persons, Borrower shall immediately assume the defense at its own cost. Borrower shall not be liable for any settlement of any proceeding made without its consent (which consent shall not be unreasonably withheld). Borrower shall also indemnify Issuer for all reasonable costs and expenses, including reasonable counsel fees incurred in: (i) enforcing any obligation of Borrower under this Agreement or any related agreement, (ii) taking any action requested by Borrower, (iii) taking any action required by this Agreement or any related agreement, or (iv) taking any action considered necessary by Issuer and which is authorized by this Agreement or any related agreement. Borrower shall not be obligated to indemnify Issuer or any Indemnified Person if a certificate of insurance indicating court with competent jurisdiction finds that the said policy liability in question was caused by the willful misconduct or policies have been renewed sole gross negligence of Issuer or the involved Indemnified Person, unless the court determines that, despite the adjudication of liability but in view of all circumstances of the case, Issuer or the Indemnified Person(s) is (are) fairly and that the premiums reasonably entitled to indemnity for the renewal period have been paid in advanceexpenses which the court considers proper. During the construction period, Developer The obligations of Borrower under this Section 7.06(e) shall have the right to substitute other insurance policies containing the same provisions as the original policies, provided however, that all such policies shall be in a form and issued by insurance companies reasonably acceptable to the Township, and the Township shall at all times be indicated as an additional insuredsurvive any assignment or termination of this Agreement.

Insurance Indemnification. Developer agrees to defend, indemnify and hold harmless the Township Township, the Authority and its officers, agents, their agents and employees from and against all claims, damages, liability, losses, losses and expenses, including attorneys' ’ fees and costs of investigation, arising out of or resulting from from: (a) the performance of the work on the Tract, ; (b) the approval of the Dedicated Improvements and the Plan, of Plans; (c) the granting of any permit or approval, ; (d) the rough grading and final grading of the land within the Tract, and and (e) as a result of any water or storm drainage runoff from the Tract. Developer assumes all risks and shall bear all loss resulting from any injury to property or persons occasioned by neglect or accident during the progress of development of the Tract. Developer shall obtain and maintain, at all times during the course of construction, comprehensive general liability insurance with minimum limits of liability with respect to bodily injury of at least $500,000.00 for each person, $1,000,000.00 for each occurrence, and $250,000.00 with respect to property damage for each occurrence. developer’s premises; The said insurance shall contain a provision prohibiting its cancellation by the carrier without within thirty (30) days' days prior written notice of such cancellation to the Township. Prior to the commencement of any construction, Developer shall deliver to the Township a certificate issued by an insurance company, reasonably satisfactory to the Township, indicating that Developer developer has obtained comprehensive general liability insurance in accordance with the provisions of this Agreement, that the Township has been named as an additional insured, Agreement and that premiums for the said insurance have been paid in advance for the entire period covered by said insurance. At least thirty (30) days prior to the expiration date(s) of the said insurance, Developer shall deliver to the Township a certificate of insurance indicating that the said policy or policies have been renewed and that the premiums for the renewal period have been paid in advance. During the construction period, Developer shall have the right to substitute other insurance policies containing the same provisions as the original policies, provided however, that all such policies shall be in a form and issued by insurance companies reasonably acceptable to the Township, and the Township shall at all times be indicated as an additional insured. In the event that a third party, his agents, servants, employees, heirs, assigns or grantees should institute any legal action whatsoever against Richland Township and/or the Authority, its or their agents, servants, or employees for the herein before stated reasons, Developer hereby agrees to further pay any and all attorneys' fees, engineering fees, court courts or any other expenses whatsoever incurred by Richland Township and/or the Authority, its or their agents, servants or employees in regards thereto. Developer agrees that is suit is brought by Township against Developer to enforce this Agreement, Township shall be entitled to collect from Developer, provided that Township shall prevail in its suit, all reasonable costs and expenses of suit including reasonable attorneys’ fees.

Insurance Indemnification. Developer agrees 14.1 LESSEE shall, at LESSEE’S sole cost and expense, except to defendthe extent prohibited by law with respect to worker’s compensation insurance, indemnify and hold harmless for the Township and its officersbenefit of LESSEE, agentsLESSOR, and employees any Additional Insured and/or any other additional insured as LESSOR shall from time to time reasonably determine, maintain or cause to be maintained (i) commercial general liability insurance coverage with a limit of not less than Five Million and against all claims00/100 Dollars ($5,000,000.00) per each occurrence (the “CGL”), damagesto include commercial umbrella liability coverage, if necessary [If the CGL contains a general aggregate, it shall apply separately to the Demised Premises. The CGL shall be written on ISO occurrence form CG00011093 or a substitute providing equivalent coverage and shall cover liability arising from the Demised Premises and other portions of the Premises which LESSEE has the right to use, operations, independent contractors, products-completed operations, personal injury, advertising liability, lossesand liability under an insured contract. The commercial umbrella liability coverage shall be consistent with the primary coverage.]; (ii) worker’s compensation insurance covering all persons employed in connection with the construction of any improvements by LESSEE and the operation of its business upon the Demised Premises; and (iii) Special Form (“all risk”) coverage, including, but not limited to, standard fire and expensesextended coverage insurance with vandalism and malicious mischief endorsements, including attorneys' fees on all personal property of LESSEE and costs of investigation, arising out of on all improvements and alterations made by LESSEE in or resulting from (a) about the performance Demised Premises or other portions of the work on Premises (including, without limitation, the TractEquipment and the Tenant Improvement Work) to the extent of their full replacement value. If, in the reasonable opinion of LESSOR or any mortgagees or ground lessors of the Land and/or the Building taking into account the practices of landlords of similar buildings in the area of the Building, the foregoing coverages and/or limits shall become inadequate or less than that commonly maintained by prudent tenants making similar uses in similar buildings in the area, LESSOR shall have the right to require LESSEE to increase its insurance coverage and/or limits. All such insurance shall, to the extent permitted by law, name any mortgagees and ground lessors of the Land and the Building and their successors and assigns (the “Additional Insureds”) and LESSOR, as additional insureds and shall be written by an insurance carrier authorized to do business in the State of New Jersey and that is rated at least A+ XII by A.M. Best Company, Oldwick, New Jersey. 14.2 Prior to the date of this Lease, LESSEE shall deliver to LESSOR a certificate of each policy required under this Lease, which certificate shall be in a form reasonably satisfactory to LESSOR and shall, at a minimum: (i) specify the additional insured status of LESSOR and of the Additional Insureds, (bii) evidence the approval waiver of the Dedicated Improvements and the Plan, (c) the granting of any permit or approval, (d) the rough grading and final grading of the land within the Tractsubrogation required pursuant to Section 14.3, and (eiii) as a result provide that said policy shall not be reduced in amount (or otherwise materially changed) or canceled or lapse without providing to LESSOR at the address specified in Article 26 of any water or storm drainage runoff from the Tract. Developer assumes all risks and shall bear all loss resulting from any injury to property or persons occasioned by neglect or accident during the progress of development of the Tract. Developer shall obtain and maintain, at all times during the course of construction, comprehensive general liability insurance with minimum limits of liability with respect to bodily injury of this Lease at least $500,000.00 for each person, $1,000,000.00 for each occurrence, and $250,000.00 with respect to property damage for each occurrence. The said insurance shall contain a provision prohibiting its cancellation by the carrier without thirty (30) days' prior ’ written notice of such cancellation reduction (or other material change), cancellation, or lapse. LESSEE agrees to provide to LESSOR timely renewal certificates as the coverage renews. Notwithstanding anything herein to the Township. Prior contrary, all policies required to the commencement of any construction, Developer shall deliver to the Township a certificate issued be effected by an insurance company, reasonably satisfactory to the Township, indicating that Developer has obtained comprehensive general liability insurance in accordance with the provisions of LESSEE under this Agreement, that the Township has been named as an additional insured, and that premiums for the said insurance have been paid in advance for the entire period covered by said insurance. At least thirty (30) days prior to the expiration date(s) of the said insurance, Developer shall deliver to the Township a certificate of insurance indicating that the said policy or policies have been renewed and that the premiums for the renewal period have been paid in advance. During the construction period, Developer shall have the right to substitute other insurance policies containing the same provisions as the original policies, provided however, that all such policies Lease shall be maintained in a form force from and issued by insurance companies reasonably acceptable to after the Township, date hereof and throughout the Township shall at all times be indicated as an additional insuredTerm.

Insurance Indemnification. Developer agrees to defend, indemnify and hold harmless the Township and its officers, agents, and employees from and against all claims, damages, liability, losses, and expenses, including attorneys' fees and costs of investigation, arising out of or resulting from (a) Tenant shall maintain the performance following insurance: (i) comprehensive general public liability insurance in respect of the work on Premises and the Tractconduct and operation of Tenant’s business therein, (b) with Landlord as an additional named insured and at Landlord’s written request with the approval lessor or any ground or underlying lease of all or any part of the Dedicated Improvements and the PlanPremises as additional named insured, (c) the granting of any permit or approval, (d) the rough grading and final grading of the land within the Tract, and (e) as a result of any water or storm drainage runoff from the Tract. Developer assumes all risks and shall bear all loss resulting from any injury to property or persons occasioned by neglect or accident during the progress of development of the Tract. Developer shall obtain and maintain, at all times during the course of construction, comprehensive general liability insurance with minimum limits of liability with respect to not less than $1,000,000 for bodily injury of at least $500,000.00 for each or death to any one person, $1,000,000.00 2,000,000 for each bodily injury or death to any number of persons in any one occurrence, and $250,000.00 1,000,000 for property damage, including water damage and sprinkler leakage legal liability, (if sprinklered); (ii) steam boiler, air conditioning, and machinery insurance, if applicable, protecting Landlord and Tenant, with respect limits of not less than $500,000, but only if there is a boiler or pressure object or other similar equipment in the Tenant’s Premises; (iii) fire insurance with extended coverage and broad form all risk endorsement covering all of Tenant’s stock and trade, fixtures, furnishings, floor coverings, equipment, signs, and all other property belonging to Tenant or entrusted to Tenant or demised hereby, including installations and improvements of Tenant made in, on or about the Premises in any amounts required by any lender, but not less than the full insurable replacement value of the property damage covered and out less than the amount sufficient to avoid the effect of the co-insurance provisions of the applicable policy or policies; (iv) business interruption insurance in an amount sufficient to meet any co-insurance requirements, but in no event less than the equivalent of twelve (12) month’s rent (unless Landlord provides rental insurance and bills Tenant for each occurrenceit pursuant to Tenant’s obligations to pay increases in Landlord’s costs of insuring the building, as set forth in Paragraph 23(c)). The said insurance shall contain a provision prohibiting its cancellation by the carrier without thirty (30) days' prior written notice of such cancellation to the Township. Prior to the commencement of any construction, Developer Tenant shall deliver to Landlord such fully paid for polices or certificates of insurance at least ten (10) days before the Township a certificate issued by an insurance company, reasonably satisfactory to the Township, indicating that Developer has obtained comprehensive general liability insurance in accordance with the provisions Commencement Date of this Agreement, that Lease. Tenant shall procure and pay for renewal of such insurance from time to time before the Township has been named as an additional insuredexpiration thereof, and that premiums for the said insurance have been paid in advance for the entire period covered by said insurance. At Tenant shall deliver to Landlord and any additional named insured(s) such renewal policy at least thirty (30) days prior before the expiration of any existing policy. If Tenant fails to comply with any portion of this provision, Landlord may, but shall not be obligated to, obtain insurance for Tenant and keep same in effect and Tenant shall pay Landlord all costs incurred, upon demand, plus 15% for overhead/administrative expenses. Landlord shall not be liable for any damage or loss arising from the bursting, overflowing, or leaking of the roof or of water, sprinkler, sewer, or steam pipes, or for malfunctioning heating, air conditioning or plumbing fixtures or from electric wire or fixtures or arising from any other cause whatsoever, unless caused by Landlord’s negligent or willful misconduct. (b) Tenant shall and does hereby indemnify and save harmless Landlord, its successors or assigns, from all claims and demands of every kind, that may be brought against it, them or any of them for or on account of any damage, loss or injury to persons or property in or about the Premises or the building and appurtenances in which the Premises are situated, arising from or out of Tenant’s use or occupancy thereof occasioned wholly or in part by any act or omission of Tenant, its agents, servants, contractors, employees or invitees, and from any and all costs and expenses, counsel fees, and other charges which may be imposed upon Landlord, its successors or assigns, or which it or they may be obligated to incur in consequence thereof. All personal property and fixtures in the Premises shall remain at Tenant’s sole risk. Tenant shall insure such property and fixtures against loss or damage by fire and casualties ordinarily included in the extended coverage endorsement in use in Maryland in an amount equal to 100% of the replacement value thereof. (c) Landlord may, in its reasonable business judgment, maintain insurance on the property including but not limited to equipment and systems in or pertaining to the expiration date(s) of the said building or property and including but not limited to public liability insurance, Developer shall deliver property damage insurance, automobile insurance, sign insurance, fire and extended coverage insurance, rent insurance, boiler liability and casualty insurance, flood and earthquake insurance, and plate glass insurance. For any insurance maintained by Landlord with respect to the Township a certificate property and/or its equipment, Tenant agrees to pay as additional rent Tenant’s proportionate share of insurance indicating that the said policy or policies have been renewed and that the premiums for any insurance carried on the renewal period have been paid in advanceproperty or any portion thereof. During the construction period, Developer shall have the right to substitute other insurance policies containing the same provisions as the original policies, provided however, that all such policies If this Lease shall be in effect for less than a form and issued full insurance year, Tenant shall pay its proportionate share of any insurance premiums based upon the number of months that this Lease is in effect. For purposes of calculating Tenant’s “proportionate share”, the insurance premium xxxx will be multiplied by insurance companies reasonably acceptable to a fraction, the Townshipnumerator of which shall be the Floor Space of the Tenant’s Premises, and the Township denominator of which shall be the leaseable Floor Space of the building. All computations shall be made in accordance with generally accepted accounting principles and the “Floor Space” referred to herein will be based upon the Floor Space occupied or ready for occupancy (whether or not leased) on the first day of each month during the period in question. The Floor Space of the building at all times the time of the Lease execution is 310,000 square feet. Any payment due hereunder shall be indicated as an deemed to be additional insuredrental pursuant to this Lease and shall be paid within (10) days of Landlord’s billing.

Insurance Indemnification. Developer a) During the Term (excluding the Construction Term), Tenant shall, at its sole cost and expense, obtain and maintain property insurance covering the Leased Premises in an amount not less than the full replacement cost thereof, with such deductibles and retentions as determined by Tenant in its sole and absolute discretion. Such insurance shall be provided by companies authorized to do business in the State. b) During the Term (excluding the Construction Term) Tenant shall maintain with respect to the Leased Premises a policy of commercial general liability insurance, which insurance shall stipulate limits of liability of not less than $2,000,000 each occurrence, single limit bodily injury and/or property damage combined (with such deductibles and retentions as determined by Tenant in its sole and absolute discretion), and shall be provided by companies authorized to do business in the State. c) Tenant shall, within fifteen (15) days after receipt of written request therefor by Landlord, provide Landlord with (i) evidence of such property insurance and (ii) a certificate of such commercial general liability insurance, each naming Landlord and Landlord's Mortgagee as additional insureds or loss payees, as applicable, and providing that the applicable coverage shall not be cancelled without thirty (30) days notice to the holder of such evidence or certificate, as applicable. d) Notwithstanding anything to the contrary contained herein, Tenant shall have the right to self-insure against any of the risks or portions thereof set forth in this Section 12, provided Tenant then has a reported net worth (calculated in accordance with generally accepted accounting principles), as of the end of Tenant's most recent quarterly reporting period, of not less than One Hundred Million Dollars ($100,000,000). e) Landlord shall maintain with respect to the Leased Premises a policy of commercial general liability insurance, which insurance shall stipulate limits of liability of not less than $2,000,000 each occurrence, single limit bodily injury and/or property damage combined, and shall be provided by companies authorized to do business in the State. Such policies of insurance shall name Tenant as an additional insured. Landlord shall, within a reasonable period of time after receipt of written request therefor by Tenant, provide a certificate of such commercial general liability insurance evidencing Tenant as an additional insured on such policy and providing that the applicable coverage shall not be cancelled or modified without thirty (30) days notice to the holder of such certificate. f) During any period in which Landlord or Tenant is conducting construction activities at, in or on the Leased Premises, such party shall keep, or cause its general contractor to keep, in full force and effect, with regard to the Leased Premises, in form reasonably acceptable to the other party, at least the minimum insurance coverages set forth below: i) Worker's Compensation - Statutory Limits; Employers Liability -$2,000,000; ii) Automobile Liability for all vehicles with limits of $1,000,000; and iii) Commercial General Liability to include premises operations and products/completed operations coverage with limits of $3,000,000. Additionally, such party shall keep or require its general contractor to keep in full force and effect a policy of builder's risk insurance covering loss or damage to the Leased Premises for the full replacement cost of all such construction. To the fullest extent the other party has an insurable interest, such liability policy shall name the other party as an additional insured and such builder's risk policy shall name the other party as a loss payee. g) Any insurance coverage enumerated in this Lease may be effected by a blanket policy or policies of insurance or under so- called "multi-peril" or "package" insurance policies, provided that the total amount of insurance available with respect to the Leased Premises and Tenant's or Landlord's liability hereunder shall be at least the equivalent of separate policies in the amounts herein required, and provided further that in other respects any such policy or policies shall comply with the provisions of this Lease. Landlord shall not be entitled to self- insure any of the insurance coverages recited herein. An "umbrella" policy may be provided and utilized by either party to increase the limit provided by any individual or blanket policies in lower amounts, and the combined occurrence and aggregate limits provided by all such policies with respect to the Leased Premises and Tenant's or Landlord's liability hereunder shall be satisfactory provided that the terms and conditions of such policies otherwise comply with the provisions of this Lease. h) Notwithstanding anything to the contrary contained herein, Landlord and Tenant hereby release each other, to the extent of their agreed-upon insurance coverage, from any and all liability for any loss or damage caused by fire or any other casualty insured against, even if such fire or other casualty shall be brought about by the fault or negligence of the other party, or any persons claiming under such other party. i) Landlord hereby agrees to exonerate, protect, defend, indemnify and hold harmless the Township Tenant and its officers, agentsdirectors, stockholders, members, beneficiaries, partners, representatives, agents and employees harmless from and against any and all claimslosses, damages, liabilityclaims, lossessuits or actions, judgments and expenses, costs (including reasonable attorneys' fees and costs of investigation, fees) arising out of or resulting from (a) the performance of the work on the Tract, (b) the approval of the Dedicated Improvements and the Plan, (c) the granting of any permit or approval, (d) the rough grading and final grading of the land within the Tract, and (e) as a result of any water or storm drainage runoff from the Tract. Developer assumes all risks and shall bear all loss resulting from any injury to property or death of persons occasioned by neglect or accident during the progress of development of the Tract. Developer shall obtain and maintain, at all times during the course of construction, comprehensive general liability insurance with minimum limits of liability with respect to bodily injury of at least $500,000.00 for each person, $1,000,000.00 for each occurrence, and $250,000.00 with respect damage to property damage for each occurrence. The said insurance shall contain a provision prohibiting its cancellation on or about the Leased Premises caused by the carrier without thirty intentional or negligent acts or omissions of Landlord or its employees, agents or contractors. Tenant agrees to exonerate, protect, defend, indemnify and hold Landlord and its officers, directors, stockholders, members, beneficiaries, partners, representatives, agents and employees harmless from and against any and all losses, damages, claims, suits or actions, judgments and costs (30including reasonably attorneys' fees) days' prior written notice of such cancellation to the Township. Prior to the commencement arising out of any constructioninjury to or death of persons or damage to property on or about the Leased Premises caused by the intentional or negligent acts or omissions of Tenant or its employees, Developer shall deliver to the Township a certificate issued by an insurance company, reasonably satisfactory to the Township, indicating that Developer has obtained comprehensive general liability insurance in accordance with the provisions of this Agreement, that the Township has been named as an additional insured, and that premiums for the said insurance have been paid in advance for the entire period covered by said insurance. At least thirty (30) days prior to the expiration date(s) of the said insurance, Developer shall deliver to the Township a certificate of insurance indicating that the said policy agents or policies have been renewed and that the premiums for the renewal period have been paid in advance. During the construction period, Developer shall have the right to substitute other insurance policies containing the same provisions as the original policies, provided however, that all such policies shall be in a form and issued by insurance companies reasonably acceptable to the Township, and the Township shall at all times be indicated as an additional insuredcontractors.

Insurance Indemnification. Developer agrees (a) Tenant shall carry special form/all risk insurance insuring Tenant’s interest in the improvements and betterments to defendthe Premises, indemnify and hold harmless the Township and its officers, agentsincluding initial improvements installed by Landlord, and employees any and all furniture, equipment, supplies and other property owned, leased, held or possessed by it and contained therein, in an amount equal to the full replacement cost thereof, subject to deductible amounts reasonably satisfactory to Landlord, plus business interruption insurance respecting Tenant’s business conducted from the Premises in an amount reasonably satisfactory to Landlord. Tenant shall also procure and against all claimsmaintain throughout the Term a policy or policies of commercial general liability insurance, damages, including contractual liability, lossesinsuring Tenant, Landlord, any manager of the Building, the asset manager of the Building, and expensesany mortgagee which has an interest in or lien upon the Building, including attorneys' fees as additional insureds, against any and costs all liabilities for injury to or death of investigation, a person or persons and for damage to property occasioned by or arising out of any construction work being done on the Premises, or resulting from (a) the performance arising out of the work on the Tractcondition, (b) the approval use or occupancy of the Dedicated Improvements and the PlanPremises, (c) the granting of or in any permit way occasioned by or approval, (d) the rough grading and final grading arising out of the land within activities of Tenant or its agents, employees or licensees in the TractPremises, and (e) as a result of any water or storm drainage runoff from the Tract. Developer assumes all risks and shall bear all loss resulting from any injury to property or persons occasioned by neglect or accident during the progress of development other portions of the Tract. Developer shall obtain Building, Building site and maintain, at all times during the course of construction, comprehensive general liability insurance with minimum limits of liability adjacent parking areas in amounts not less than $3,000,000.00 with respect to bodily injury of at least $500,000.00 for each person, any one casualty or occurrence and $1,000,000.00 for each occurrence, and $250,000.00 with respect to property damage, including fire legal liability. Tenant shall also carry such other types of insurance in form and amount which Landlord shall reasonably deem to be prudent for Tenant to carry, should the circumstances or conditions so merit Tenant carrying such type of insurance. To the full extent permitted by law, Tenant waives all right of recovery against Landlord for, and agrees to release Landlord from liability for, loss or damage for each occurrence. The said to the extent such loss or damage is covered by valid and collectible insurance shall contain a provision prohibiting its cancellation in effect at the time of such loss or damage or would be covered by the carrier without insurance required to be maintained under this Lease by Tenant. (b) All insurance policies procured and maintained by Tenant pursuant to this Paragraph 32 shall be carried with companies licensed to do business in the State of Alabama with a Best policyholder rating of not less than A, and a Best financial size rating of not less than VIII, and shall be noncancelable and not subject to material change except after thirty (30) days' prior days written notice to Landlord and any designees of such cancellation Landlord. Such policies or duly executed certificates of insurance with respect thereto shall be delivered to Landlord prior to the Township. Prior to date that Tenant takes possession of the commencement of any construction, Developer shall deliver to the Township a certificate issued by an insurance company, reasonably satisfactory to the Township, indicating that Developer has obtained comprehensive general liability insurance in accordance with the provisions of this Agreement, that the Township has been named as an additional insuredPremises, and that premiums for the said insurance have been paid in advance for the entire period covered by said insurance. At renewals thereof as required shall be delivered to Landlord at least thirty (30) days prior to the expiration date(sof each respective policy term. (c) Tenant shall have included in all policies of fire, extended coverage, business interruption and loss of rents insurance obtained by Tenant hereunder, a waiver by the insurer of all right of subrogation against Landlord in connection with any loss or damage thereby insured against. Any additional premium for such waiver shall be paid by Tenant. To the full extent permitted by law, Tenant waives all right of recovery against Landlord for, and agrees to release Landlord from liability for, loss or damage to the extent such loss or damage is covered by valid and collectible insurance in effect at the time of such loss or damage or would be covered by the insurance required to be maintained under this Lease by Tenant. (d) Tenant hereby indemnifies and holds Landlord and its agents and employees, harmless from and against any injury, expense, damage, liability or claim, imposed on Landlord and its agents and employees, by any person whomsoever, whether due to damage to the Premises, claims for injuries to the person or property of any other tenant of the said insuranceBuilding or Park or of any other person in or about the Building, Developer shall deliver or administrative or criminal action by a governmental authority, whether such injury, expense, damage, liability or claim results from the act, omission, negligence, misconduct or breach of any provisions of this Lease by Tenant, the agents, servants, invitees or employees of Tenant or from any accident or incident occurring within the Premises, however and by whomever caused, including, but not limited to Tenant’s breach of its obligations and covenants under Paragraph 38 with respect to Hazardous Substances. Tenant further agrees to reimburse Landlord and its agents and employees for any costs or expenses, including, but not limited to, court costs and reasonable attorneys’ fees, which Landlord and its agents and employees may incur in investigating, handling or litigating any such claim or any action by a governmental authority. (e) Landlord hereby indemnifies and holds Tenant and its agents and employees, harmless from and against any injury, expense, damage, liability or claim, imposed on Tenant and its agents and employees, by any person whomsoever, whether due to damage to the Township a certificate of insurance indicating that the said policy or policies have been renewed and that the premiums Premises, claims for the renewal period have been paid in advance. During the construction period, Developer shall have the right to substitute other insurance policies containing the same provisions as the original policies, provided however, that all such policies shall be in a form and issued by insurance companies reasonably acceptable injuries to the Townshipperson or property of any other tenant of the Building or Park or of any other person in or about the Building, or administrative or criminal action by a governmental authority, whether such injury, expense, damage, liability or claim results from the act, omission, negligence, misconduct or breach of any provisions of this Lease by Landlord, the agents, servants, invitees or employees of Landlord. Landlord further agrees to reimburse Tenant and the Township shall at all times be indicated as an additional insuredits agents and employees for any costs or expenses, including, but not limited to, court costs and reasonable attorneys’ fees, which Tenant and its agents and employees may incur in investigating, handling or litigating any such claim or any action by a governmental authority.

Insurance Indemnification. Developer agrees Concessionaire’s insurance shall comply in all respects with the requirements set forth in RFP 20121-13 and the conditions below. Compliance with the insurance requirements of this Agreement shall not limit the liability of the Concessionaire or its Sub-Concessionaires/Firms, employees or agents to defendthe Town or others. Any remedy provided to the Town shall be in addition to, indemnify and not in lieu of, any other remedy available under this Contract or otherwise. The Town of Fairfield, its employees and agents shall not be liable to the Concessionaire, any Invitee or any other person or entity for any damage (including indirect and consequential damage), injury, loss or claim (including claims for interruption of or loss to business) based on or arising out of any cause whatsoever, including the following: repair to any portion of the HSRGC Clubhouse or the surrounding areas, interruption in the use of the HSRGC Clubhouse or any equipment therein; any accident or damage resulting from any use or operation (by the Town, Concessionaire or any other person or entity) of heating, cooling, electrical, sewerage or plumbing equipment or apparatus; termination of this Agreement by reason of damage to the HSRGC Clubhouse or the surrounding area; any fire, robbery, theft, vandalism, mysterious disappearance, or any other casualties; actions of any other person or entity; failure or inability to furnish any service specified in this Agreement; and leakage in any part of the HSRGC Clubhouse from water, rain, ice or snow that may leak into, or flow from, any part of the HSRGC Clubhouse, or from drains, pipes or plumbing fixtures in the HSRGC Clubhouse. All risk of loss by fire or other casualty to the Concessionaire’s equipment shall be borne by the Concessionaire and the Town shall have no liability for such loss. In case of such loss, the Concessionaire, upon written approval from the Parks and Recreation Director and the FGC may work from a temporary facility and the monthly fees shall be adjusted as agreed upon by the parties in writing. Any property placed by the Concessionaire or any Invitee in or about the HSRGC Clubhouse shall be at the sole risk of the Concessionaire, and the Town of Fairfield shall not in any manner be held responsible therefor. Any person receiving any article delivered for the Concessionaire shall be acting as the Concessionaire’s agent for such purpose and not as the Town’s agent. The Concessionaire shall not have the right to set off or deduct any amount allegedly owed to the Concessionaire pursuant to any claim against the Town from any rent or other sum payable to the Town. The Concessionaire shall reimburse the Town, its employees and agents for any loss or expense (as Additional Fees), and shall indemnify, defend and hold them harmless the Township and its officers, agents, and employees from and against all claimscosts, damages, liabilityclaims, liabilities, expenses (including Professional Fees), losses, penalties and expensescourt costs suffered by or claimed against them, including attorneys' fees and costs of investigationdirectly or indirectly, based on or arising out of of, in whole or resulting from in part, (a) the performance use and occupancy of the work on HSRGC Clubhouse or the Tractbusiness conducted therein, (b) the approval any act or omission of the Dedicated Improvements and the PlanConcessionaire or any Invitee, (c) any breach of the granting Concessionaire’s obligations under this Agreement, including failure to comply with Laws or to surrender the HSRGC Clubhouse upon the expiration or earlier termination of any permit the Contract, or approval, (d) the rough grading and final grading of the land within the Tract, and (e) as a result of any water or storm drainage runoff from the Tract. Developer assumes all risks and shall bear all loss resulting from any injury to property or persons occasioned by neglect or accident during the progress of development of the Tract. Developer shall obtain and maintain, at all times during the course of construction, comprehensive general liability insurance with minimum limits of liability with respect to bodily injury of at least $500,000.00 for each person, $1,000,000.00 for each occurrence, and $250,000.00 with respect to property damage for each occurrence. The said insurance shall contain a provision prohibiting its cancellation entry by the carrier without thirty (30) days' prior written notice of such cancellation to Concessionaire or any Invitee upon the Township. Prior to the commencement of any construction, Developer shall deliver to the Township a certificate issued by an insurance company, reasonably satisfactory to the Township, indicating that Developer has obtained comprehensive general liability insurance in accordance with the provisions of this Agreement, that the Township has been named as an additional insured, and that premiums for the said insurance have been paid in advance for the entire period covered by said insurance. At least thirty (30) days HSRGC Clubhouse prior to the expiration date(s) Commencement Date. The Town shall be under no obligation to restore the Clubhouse building in the event of the said insurance, Developer shall deliver to the Township a certificate of insurance indicating that the said policy damage or policies have been renewed and that the premiums for the renewal period have been paid in advancedestruction by fire or other casualty. During the construction period, Developer shall have the right to substitute other insurance policies containing the same provisions As long as the original policiesPremises are not usable by the Concessionaire, provided however, that all such policies the rental fees shall be in abated on a form prorated basis. In case of such loss, the Concessionaire, upon written approval from the Parks and issued by insurance companies reasonably acceptable to the Township, Recreation Director and the Township FGC may work from a temporary facility and the monthly fees shall at all times be indicated adjusted as an additional insuredagreed upon by the parties in writing.

Insurance Indemnification. Developer agrees 16.01 Tenant shall not do or permit to defendbe done any act or thing in or upon the Demised Premises which will invalidate or be in conflict with the certificate of occupancy (as the same may be amended from time to time as permitted hereunder) or the terms of the New York State standard form of fire, indemnify boiler, sprinkler, water damage or other customary insurance policies covering the Building and/or the Unit (collectively, “Building Insurance”) and hold harmless the Township fixtures and its officersproperty therein provided the foregoing do not prohibit any of the permitted uses under Article 5 hereof. 16.02 Tenant shall not violate, agentsor permit the violation of, any Insurance Requirements (it being agreed that as the Execution Date, the use of the Premises by Tenant for administrative, general and executive offices and, subject to compliance with the terms thereof, for the Ancillary Uses enumerated in Section 5.01B hereof, shall not violate the Insurance Requirements), and employees from and against all claims, damages, liability, losses, and expenses, including attorneys' fees and costs of investigation, arising out of shall not do (or resulting from permit to be done) or keep (or permit to be kept) anything in the Premises or any part thereof that: (a) increases the performance of the work fire or other casualty or property insurance rate on the TractBuilding or the property therein over the rate that would otherwise then be in effect unless Tenant shall agree to pay the amount of any such rate increases and Landlord shall consent thereto, which consent shall not be unreasonably withheld; or (b) result in insurance companies of good standing refusing to insure the approval of the Dedicated Improvements and the PlanBuilding, (c) the granting of or any permit or approval, (d) the rough grading and final grading of the land within the Tract, and (e) as a result of any water or storm drainage runoff from the Tract. Developer assumes all risks and shall bear all loss resulting from any injury to property or persons occasioned by neglect or accident during the progress of development of the Tract. Developer shall obtain and maintain, at all times during the course of construction, comprehensive general liability insurance with minimum limits of liability with respect to bodily injury of at least $500,000.00 for each person, $1,000,000.00 for each occurrence, and $250,000.00 with respect to property damage for each occurrence. The said insurance shall contain a provision prohibiting its cancellation by the carrier without thirty (30) days' prior written notice of such cancellation to the Township. Prior to the commencement of any construction, Developer shall deliver to the Township a certificate issued by an insurance company, property in amounts reasonably satisfactory to the TownshipLandlord. If, indicating that Developer has obtained comprehensive general liability insurance in accordance by reason of a failure of Tenant to comply with the provisions of this AgreementSection 16.02, that the Township has been named as an additional insuredrate of fire or other casualty or property insurance on the Building, and that premiums for the said insurance have been paid in advance for the entire period covered by said insurance. At least Unit, or equipment or other property of Landlord shall be higher than it otherwise would be, Tenant shall reimburse Landlord, within thirty (30) days prior to the expiration date(s) following demand, for that part of the said insurance, Developer shall deliver to the Township a certificate of insurance indicating that the said policy or policies have been renewed and that the premiums for such insurance paid by Landlord because of such failure on the renewal period have been paid in advancepart of Tenant. During In any action or proceeding wherein Landlord and Tenant are parties, a schedule or “make up” of rates for the construction periodBuilding, Developer shall have the right to substitute Unit or the Demised Premises issued by the New York Fire Insurance Exchange, the Insurance Services Office or other body making fire insurance policies containing the same provisions as the original policiesrates for said premises, provided however, that all such policies shall be presumptive evidence of the facts therein stated and of the several items and charges in a form and issued by the fire insurance companies reasonably acceptable rate then applicable to the TownshipBuilding, and the Township shall at all times be indicated as an additional insuredUnit or the Demised Premises.

Insurance Indemnification. Developer (a) Borrower shall obtain and maintain the following types of insurance upon and relating to the Property: (i) “All Risk” property and fire insurance (with extended coverage endorsement including malicious mischief and vandalism) in an amount not less than the full replacement value of the Property (with a deductible not to exceed $250,000 and with co-insurance limited to a maximum of 10% of the amount of the policy), naming Lender under a lender’s loss payee endorsement (form 438BFU or equivalent) and including agreed amount, replacement cost, inflation guard and waiver of subrogation endorsements; (ii) Comprehensive general liability insurance in an amount not less than $2,000,000.00 insuring against personal injury, death and property damage and naming Lender as additional insured; (iii) Business interruption insurance covering loss of rental or other income (including all expenses payable by tenants) for up to 12 months; and (iv) Such other types of insurance or endorsements to existing insurance as may be required from time to time by Lender, provided that such coverage is generally being required by other lenders with respect to properties similar to and in the general vicinity of the Premises. (b) Upon each reasonable request of Lender (not to be made more than once during the term of the Loan), Borrower shall increase the coverages under any of the insurance policies required to be maintained hereunder or otherwise modify such policies in accordance with Lender’s request. All of the insurance policies required hereunder shall be issued by corporate insurers licensed to do business in the state in which the Property is located and rated A:X or better by A.M. Best Company, and shall be in form acceptable to Lender in its reasonable discretion. If and to the extent that the Property is located within an area that has been or is hereafter designated or identified as an area having special flood hazards by the Department of Housing and Urban Development or such other official as shall from time to time be authorized by federal or state law to make such designation pursuant to any national or state program of flood insurance, Borrower shall carry flood insurance with respect to the Property in amounts not less than the maximum limit of coverage then available with respect to the Property or the principal amount of the Loan, whichever is less. Certificates of all insurance required to be maintained hereunder shall be delivered to Lender, along with evidence of payment in full of all premiums required thereunder, contemporaneously with Borrower’s execution of this Agreement. All such certificates shall be in form acceptable to Lender in its reasonable discretion and shall require the insurance company to give to Lender at least 30 days’ prior written notice before canceling the policy for any reason or materially amending it. Certificates evidencing all renewal and substitute policies of insurance shall be delivered to Lender, along with evidence of the payment in full of all premiums required thereunder, at least 15 days before termination of the policies being renewed or substituted. If any loss shall occur at any time after an Event of Default has occurred hereunder, Lender shall be entitled to the benefit of all insurance policies held or maintained by Borrower, to the same extent as if same had been made payable to Lender, and upon foreclosure hereunder, Lender shall become the owner thereof. Lender shall have the right, but not the obligation, to make premium payments, at Borrower’s expense, to prevent any cancellation, endorsement, alteration or reissuance of any policy of insurance maintained by Borrower, and such payments shall be accepted by the insurer to prevent same. (c) As between Lender and Borrower, Borrower assumes all risks and liabilities from any cause whatsoever, whether or not covered by insurance, for loss or damage to any portion of the Property and for injury to or death of any person or damage to any property, whether such injury or death be with respect to agents or employees of Borrower or of third parties, and whether such property damage be to Borrower’s property or the property of others. Whether or not covered by insurance, Borrower hereby assumes responsibility for and agrees to defendreimburse Lender for and will indemnify, indemnify defend and hold Lender harmless the Township and its officers, agents, and employees from and against all claimsliabilities, obligations, losses, damages, liabilitypenalties, lossesclaims, actions, costs and expensesexpenses (including reasonable attorneys’ fees) of whatsoever kind and nature, including attorneys' fees and costs of investigationimposed on, arising incurred by or asserted against Lender that in any way relate to or arise out of or resulting from (a) the performance of the work on the Tract, (b) the approval of the Dedicated Improvements and the Plan, (c) the granting of any permit or approval, (d) the rough grading and final grading of the land within the Tract, and (e) as a result of any water or storm drainage runoff from the Tract. Developer assumes all risks and shall bear all loss resulting from any injury to property or persons occasioned by neglect or accident during the progress of development of the Tract. Developer shall obtain and maintain, at all times during the course of construction, comprehensive general liability insurance with minimum limits of liability with respect to bodily injury of at least $500,000.00 for each person, $1,000,000.00 for each occurrence, and $250,000.00 with respect to property damage for each occurrence. The said insurance shall contain a provision prohibiting its cancellation by the carrier without thirty (30) days' prior written notice of such cancellation to the Township. Prior to the commencement of any construction, Developer shall deliver to the Township a certificate issued by an insurance company, reasonably satisfactory to the Township, indicating that Developer has obtained comprehensive general liability insurance in accordance with the provisions of this Agreement, that the Township has been named as an additional insuredtransactions contemplated hereby and the Property, including but not limited to, (i) the selection, manufacture, construction, purchase, acceptance or rejection of the Property or the ownership of the Property, (ii) the delivery, lease, possession, maintenance, use, condition, return or operation of the Property, (iii) the condition of the Property sold or otherwise disposed of after possession by Borrower, (iv) any patent or copyright infringement, (v) the conduct of Borrower, its officers, employees and that premiums for the said insurance have been paid in advance for the entire period covered by said insurance. At least thirty agents, (30vi) days prior a breach of Borrower of any of its covenants or obligations hereunder and (vii) any claim, loss, cost or expense involving alleged damage to the expiration date(s) of the said insurance, Developer shall deliver environment relating to the Township a certificate of insurance indicating that Property, including, but not limited to investigation, removal, cleanup and remedial costs. All amounts payable by Borrower pursuant to the said policy or policies have been renewed and that the premiums for the renewal period have been paid in advance. During the construction period, Developer shall have the right to substitute other insurance policies containing the same provisions as the original policies, provided however, that all such policies immediately preceding sentence shall be in a form and issued by insurance companies reasonably acceptable to paid within 30 days after demand of Lender. This provision shall survive the Township, and the Township shall at all times be indicated as an additional insuredtermination of this Agreement.

Insurance Indemnification. Developer a) During the Term (excluding the Construction Term), Tenant shall, at its sole cost and expense, obtain and maintain property insurance covering the Leased Premises in an amount not less than the full replacement cost thereof, with such deductibles and retentions as determined by Tenant in its sole and absolute discretion. Such insurance shall be provided by companies authorized to do business in the State. b) During the Term (excluding the Construction Term) Tenant shall maintain with respect to the Leased Premises a policy of commercial general liability insurance, which insurance shall stipulate limits of liability of not less than $2,000,000 each occurrence, single limit bodily injury and/or property damage combined (with such deductibles and retentions as determined by Tenant in its sole and absolute discretion), and shall be provided by companies authorized to do business in the State. c) Tenant shall, within fifteen (15) days after receipt of written request therefor by Landlord, provide Landlord with (i) evidence of such property insurance and (ii) a certificate of such commercial general liability insurance, each naming Landlord and Landlord's Mortgagee as additional insureds or loss payees, as applicable, and providing that the applicable coverage shall not be cancelled without thirty (30) days notice to the holder of such evidence or certificate, as applicable. d) Notwithstanding anything to the contrary contained herein, Tenant shall have the right to self-insure against any of the risks or portions thereof set forth in this Section 12, provided Tenant then has a reported net worth (calculated in accordance with generally accepted accounting principles), as of the end of Tenant's most recent quarterly reporting period, of not less than One Hundred Million Dollars ($100,000,000). e) Landlord shall maintain with respect to the Leased Premises a policy of commercial general liability insurance, which insurance shall stipulate limits of liability of not less than $2,000,000 each occurrence, single limit bodily injury and/or property damage combined, and shall be provided by companies authorized to do business in the State. Such policies of insurance shall name Tenant as an additional insured. Landlord shall, within a reasonable period of time after receipt of written request therefor by Tenant, provide a certificate of such commercial general liability insurance evidencing Tenant as an additional insured on such policy and providing that the applicable coverage shall not be cancelled or modified without thirty (30) days notice to the holder of such certificate, f) During any period in which Landlord or Tenant is conducting construction activities at, in or on the Leased Premises, such party shall keep, or cause its general contractor to keep, in full force and effect, with regard to the Leased Premises, in form reasonably acceptable to the other party, at least the minimum insurance coverages set forth below: i) Worker's Compensation - Statutory Limits; Employers Liability -$2,000,000; ii) Automobile Liability for all vehicles with limits of $1,000,000; and iii) Commercial General Liability to include premises operations and products/completed operations coverage with limits of $3,000,000. Additionally, such party shall keep or require its general contractor to keep in full force and effect a policy of builder's risk insurance covering loss or damage to the Leased Premises for the full replacement cost of all such construction. To the fullest extent the other party has an insurable interest, such liability policy shall name the other party as an additional insured and such builder's risk policy shall name the other party as a loss payee. g) Any insurance coverage enumerated in this Lease may be effected by a blanket policy or policies of insurance or under so-called "multi-peril" or "package" insurance policies, provided that the total amount of insurance available with respect to the Leased Premises and Tenant's or Landlord's liability hereunder shall be at least the equivalent of separate policies in the amounts herein required, and provided further that in other respects any such policy or policies shall comply with the provisions of this Lease. Landlord shall not be entitled to self-insure any of the insurance coverages recited herein. An "umbrella" policy may be provided and utilized by either party to increase the limit provided by any individual or blanket policies in lower amounts, and the combined occurrence and aggregate limits provided by all such policies with respect to the Leased Premises and Tenant's or Landlord's liability hereunder shall be satisfactory provided that the terms and conditions of such policies otherwise comply with the provisions of this Lease. h) Notwithstanding anything to the contrary contained herein, Landlord and Tenant hereby release each other, to the extent of their agreed-upon insurance coverage, from any and all liability for any loss or damage caused by fire or any other casualty insured against, even if such fire or other casualty shall be brought about by the fault or negligence of the other party, or any persons claiming under such other party. i) Landlord hereby agrees to exonerate, protect, defend, indemnify and hold harmless the Township Tenant and its officers, agentsdirectors, stockholders, members, beneficiaries, partners, representatives, agents and employees harmless from and against any and all claimslosses, damages, liabilityclaims, lossessuits or actions, judgments and expenses, costs (including reasonable attorneys' fees and costs of investigation, fees) arising out of or resulting from (a) the performance of the work on the Tract, (b) the approval of the Dedicated Improvements and the Plan, (c) the granting of any permit or approval, (d) the rough grading and final grading of the land within the Tract, and (e) as a result of any water or storm drainage runoff from the Tract. Developer assumes all risks and shall bear all loss resulting from any injury to property or death of persons occasioned by neglect or accident during the progress of development of the Tract. Developer shall obtain and maintain, at all times during the course of construction, comprehensive general liability insurance with minimum limits of liability with respect to bodily injury of at least $500,000.00 for each person, $1,000,000.00 for each occurrence, and $250,000.00 with respect damage to property damage for each occurrence. The said insurance shall contain a provision prohibiting its cancellation on or about the Leased Premises caused by the carrier without thirty intentional or negligent acts or omissions of Landlord or its employees, agents or contractors. Tenant agrees to exonerate, protect, defend, indemnify and hold Landlord and its officers, directors, stockholders, members, beneficiaries, partners, representatives, agents and employees harmless from and against any and all losses, damages, claims, suits or actions, judgments and costs (30including reasonably attorneys' fees) days' prior written notice of such cancellation to the Township. Prior to the commencement arising out of any constructioninjury to or death of persons or damage to property on or about the Leased Premises caused by the intentional or negligent acts or omissions of Tenant or its employees, Developer shall deliver to the Township a certificate issued by an insurance company, reasonably satisfactory to the Township, indicating that Developer has obtained comprehensive general liability insurance in accordance with the provisions of this Agreement, that the Township has been named as an additional insured, and that premiums for the said insurance have been paid in advance for the entire period covered by said insurance. At least thirty (30) days prior to the expiration date(s) of the said insurance, Developer shall deliver to the Township a certificate of insurance indicating that the said policy agents or policies have been renewed and that the premiums for the renewal period have been paid in advance. During the construction period, Developer shall have the right to substitute other insurance policies containing the same provisions as the original policies, provided however, that all such policies shall be in a form and issued by insurance companies reasonably acceptable to the Township, and the Township shall at all times be indicated as an additional insuredcontractors.

Insurance Indemnification. (a) Developer agrees to release, defend, indemnify and hold harmless the Township Township, Escrowee and its officers, agents, their agents and employees from and against all claims, damages, liability, losses, losses and expenses, including attorneys' fees and costs of investigationattorney’s fees, arising out of or resulting from (a) the performance of the work on the TractProperty, (b) the approval of the Dedicated Improvements and the Planor plans, (c) the granting of any permit or approval, (d) the rough grading and final grading regrading of the land within the TractProperty, and (ed) as a result of any water or storm drainage runoff from Developer’s Property, (e) defects in design or construction of the Tractbuildings or Improvements to be constructed pursuant to the Plan, and (f) the exercise of rights under this Agreement or performance of the obligations hereunder. As between the Township and Developer, Developer assumes all risks and shall bear all loss resulting from any injury to property or persons occasioned by Developer’s act, neglect or accident during the progress of the development of the Tract. Property. (b) Developer shall obtain and maintain, maintain at all times during the course of construction, comprehensive the following insurances: (i) commercial general liability insurance with minimum limits of liability with respect to bodily injury of at least $500,000.00 1,000,000 for each person, $1,000,000.00 1,000,000 for each occurrence, occurrence and $250,000.00 100,000 with respect to property damage for each occurrence. The said ; and (ii) workmen’s compensation insurance shall contain a provision prohibiting its cancellation to the extent required by the carrier without thirty laws of the Commonwealth of Pennsylvania, and employer’s liability coverage of not less than $1,000,000 per occurrence covering each and every worker employed by Xxxxxxxxx, as well as for anyone who is intended to work for Developer or on the site, including all of its contractors and subcontractors. (30c) days' prior written notice of such cancellation All insurance policies required pursuant to the Township. Prior to the commencement of any construction, Developer this Agreement shall deliver to the Township a certificate issued by an insurance company, reasonably satisfactory to name the Township, indicating Escrowee, and the Township Engineer as certificate holders and additional insureds. (d) In the event that a third party, its agents, servants, employees, heirs, assigns, or grantees institutes any legal action whatsoever against the Township, the Township Engineer, the Township Solicitor, their agents, servants, or employees arising in any way from the development of the Property, Developer has obtained comprehensive general liability insurance hereby agrees to further pay any and all attorney’s fees, engineering fees, court costs or any other expenses whatsoever incurred by Township, the Township Engineer, the Township Solicitor, their agents, servants or employees in accordance with the provisions regard thereto. Xxxxxxxxx agrees that if suit is brought by Township against Developer to enforce any aspect of this Agreement, that Township shall be entitled to collect from the Township has been named as an additional insured, and that premiums for the said insurance have been paid in advance for the entire period covered by said insurance. At least thirty (30) days prior to the expiration date(s) of the said insurance, Developer shall deliver to the Township a certificate of insurance indicating that the said policy or policies have been renewed and that the premiums for the renewal period have been paid in advance. During the construction period, Developer shall have the right to substitute other insurance policies containing the same provisions as the original policiesDeveloper, provided however, that all such policies shall be in a form and issued by insurance companies reasonably acceptable to the Township, and the Township shall at prevail in whole or in part in its suit, all times be indicated as an additional insuredreasonable costs and expenses of suit, including reasonable attorney’s fees.

Insurance Indemnification. Developer agrees (a) For a period of six (6) years after the Effective Date, Riverview Financial shall (and CBT Bank shall cooperate in these efforts) obtain and maintain “tail” coverage relating to defendCBT Financial’s existing directors and officers liability insurance policy (provided that such insurance shall be in such amount and with terms and conditions no less favorable than the director and officer liability policy of CBT Financial as of the date of this Agreement and carry such premium, indemnify not to exceed 200% of the current premium for CBT Financial’s existing directors and officers liability insurance policy, provided, however, if Riverview Financial is unable to obtain and maintain such policy as a result of such limitation, Riverview Financial shall obtain as much comparable insurance as is available at such time and that Riverview Financial may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are substantially no less advantageous) with respect to claims arising from facts or circumstances which occur prior to the Effective Date (including facts or circumstances relating to this Agreement and the transactions contemplated herein to the extent coverage therefor is available) and covering persons who are covered by such insurance immediately prior to the Effective Date. (b) For a period of six (6) years from and after the Effective Date, Riverview Financial shall indemnify, defend and hold harmless each person who is now, or has been at any time prior to the Township and its officersdate hereof, agentsor who becomes prior to the Effective Date, and employees from and an officer, employee, director or manager of CBT Financial or a CBT Financial Subsidiary (the “Indemnified Parties”) against all losses, claims, damages, liabilitycosts, lossesexpenses (including reasonable attorneys’ fees), and expensesliabilities or judgments or amounts that are paid in settlement (which settlement shall require the prior written consent of Riverview Financial, including attorneys' fees and costs of investigationwhich consent shall not be unreasonably withheld, arising conditioned or delayed) or in connection with any claim, action, suit, proceeding or investigation (a “Claim”) in which an Indemnified Party is, or is threatened to be made, a party or a witness based in whole or in part out of the fact that such person is or resulting from (a) the performance was a director, officer, employee or manager of the work on the TractCBT Financial or a CBT Financial Subsidiary if such Claim pertains to any matter of fact arising, (b) the approval of the Dedicated Improvements and the Plan, (c) the granting of any permit existing or approval, (d) the rough grading and final grading of the land within the Tract, and (e) as a result of any water or storm drainage runoff from the Tract. Developer assumes all risks and shall bear all loss resulting from any injury to property or persons occasioned by neglect or accident during the progress of development of the Tract. Developer shall obtain and maintain, at all times during the course of construction, comprehensive general liability insurance with minimum limits of liability with respect to bodily injury of at least $500,000.00 for each person, $1,000,000.00 for each occurrence, and $250,000.00 with respect to property damage for each occurrence. The said insurance shall contain a provision prohibiting its cancellation by the carrier without thirty (30) days' prior written notice of such cancellation to the Township. Prior to the commencement of any construction, Developer shall deliver to the Township a certificate issued by an insurance company, reasonably satisfactory to the Township, indicating that Developer has obtained comprehensive general liability insurance in accordance with the provisions of this Agreement, that the Township has been named as an additional insured, and that premiums for the said insurance have been paid in advance for the entire period covered by said insurance. At least thirty (30) days occurring prior to the expiration date(sEffective Date (including, without limitation, the Merger and other transactions contemplated by this Agreement) regardless of whether such Claim is asserted or claimed prior to, at, or after the Effective Date (the “Indemnified Liabilities”) to the full extent permitted under applicable law as of the said insurance, Developer shall deliver date hereof or amended prior to the Township Effective Date and under the Articles of Incorporation or Bylaws of CBT Financial or a certificate CBT Financial Subsidiary as in effect as of insurance indicating that the said policy date hereof (and Riverview Financial shall pay expenses in advance of the full disposition of any such action or policies proceeding to each of the Indemnified Parties to the full extent permitted by applicable law (including the SOX Act) and Riverview Financial’s Articles of Incorporation and Bylaws). Any Indemnified Party wishing to claim indemnification under this provision, upon learning of any Claim, shall notify Riverview Financial (but the failure to so notify Riverview Financial shall not relieve Riverview Financial from any liability which Riverview Financial may have been renewed and that under this section except to the premiums for extent Riverview Financial is materially prejudiced thereby). In the renewal period have been paid in advance. During the construction perioddefense of any Claim covered by this Section 6.10(b), Developer Riverview Financial shall have the right to substitute other insurance policies containing direct the defense of such action and retain counsel of its choice; provided, however, that, notwithstanding the foregoing, the Indemnified Parties as a group may retain a single law firm to represent them with respect to each matter under this section if there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of Riverview Financial and the Indemnified Parties (the Indemnified Parties may also retain more than one law firm if there is, under applicable standards of professional conduct, a conflict of any significant issues between the positions of two or more Indemnified Parties). Riverview Financial shall have an obligation to advance funds to satisfy an obligation of Riverview Financial or any successor to Riverview Financial under this Section 6.10(b) to the same extent that Riverview Financial would be obligated to advance funds under the indemnification provisions as of its Articles of Incorporation and/or Bylaws. (c) In the original policiesevent Riverview Financial or any of its successors or assigns (i) consolidates with or merges into any other person or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) liquidates, provided howeverdissolves, that transfers or conveys all or substantially all of its properties and assets to any person or entity, then, and in each such policies case, to the extent necessary, proper provision shall be made so that such successor and assign of Purchaser and its successors and assigns assume the obligations set forth in a form and issued by insurance companies reasonably acceptable this Section 6.10. (d) The provisions of this Section 6.10 are intended to be for the Townshipbenefit of, and shall be enforceable by, each Indemnified Party and his or her representatives. (e) Any indemnification payments made pursuant to this Section 6.10 are subject to and conditioned upon their compliance with Section 18(k) of the Township shall at all times be indicated as an additional insuredFederal Deposit Insurance Act (12 U.S.C. 1828(k)) and the regulations promulgated thereunder by the Federal Deposit Insurance Corporation (12 C.F.R. Part 359).