Common use of Liability and Property Insurance Clause in Contracts

Liability and Property Insurance. The Finance and Audit Committee of the Company Board shall determine on an annual basis or more often, as necessary (a) coverage limits, deductibles and policy forms for the Company’s liability and property casualty insurance coverage (collectively, the “Insurance Program”) and (b) a market-based premium for any insurance coverage that is part of the Insurance Program and that the Members obtain on behalf of the Company pursuant to this Section 3.14 (the “Premium Amount”). To the extent that the Company Board elects not to have the Company procure directly any portion of the insurance coverage contemplated by the Insurance Program, each Member shall be responsible under Section 6.2(a) for its Percentage Interest of each Insurance Payment Amount associated with an Insurance Payment Event that occurs under such Insurance Program, regardless of a Member’s ability to recover any such Insurance Payment Amounts from any third party. Each Member’s obligation under Section 6.2 shall be the Member’s Percentage Interest of such Insurance Payment Amount less the proceeds received by the Company under insurance coverage obtained by such Member on behalf of the Company associated with such Insurance Payment Event. Without limiting any Member’s obligations under Section 6.2(a), each Member shall obtain on behalf of the Company insurance policies (on terms acceptable to such Member in its sole discretion) covering its Percentage Interest of any risks associated with the Insurance Program that the Board has elected not to have the Company procure directly, and each such policy that a Member obtains shall name the Company as an additional insured, or if a Member elects to insure the Company with the Member’s captive insurance company, a separate policy in the Company’s name will be issued. If a loss shall occur that the Company believes constitutes an Insurance Payment Event, the Company shall notify the Members of such occurrence as soon as reasonably practicable and shall cause a Qualified Adjuster to determine whether such loss constitutes an Insurance Payment Event and the Qualified Adjuster and the Members shall determine the Insurance Payment Amount applicable thereto. 3. The Agreement is hereby amended by deleting Section 6.2 thereto and inserting the following Section 6.2 in lieu thereof:

Liability and Property Insurance. The Finance Tenant shall procure at is cost and Audit Committee expense and keep in effect during the Term workers’ compensation insurance in statutory amounts, employer’s liability insurance in the minimum amounts of the Company Board $1,000,000 each accident for bodily injury by accident and $1,000,000 each employee for bodily injury by disease with a $1,000,000 limit, and commercial general liability insurance, including contractual liability with a minimum combined single limit of liability of not less than $2,000,000 or such greater amount as Landlord may specify from to time by written notice to Tenant. Such insurance shall determine on an annual basis or more oftenname Landlord and Landlord’s authorized agent, Cresleigh Management, Inc. (“Cresleigh”), as necessary additional insureds, shall specifically include the liability assumed hereunder by Tenant (a) coverage limits, deductibles and policy forms for the Company’s liability and property casualty insurance coverage (collectively, the “Insurance Program”) and (b) a market-based premium for any insurance coverage that is part of the Insurance Program and provided that the Members obtain amount of such insurance shall not be construed to limit the liability of Tenant hereunder), shall provide that it is primary insurance and not excess over or contributory with any other valid, existing and applicable insurance in force for or on behalf of Landlord or Cresleigh, and shall provide that Landlord shall receive thirty (30) days’ written notice from the Company pursuant insurer prior to this Section 3.14 any cancellation or change of coverage. Tenant shall also procure at its cost and expense and keep in effect during the Term insurance against damage by fire and other perils included within “all-risk” coverage in an amount not less than the full replacement cost of all Alterations in the Premises and all of Tenant’s Property. Tenant shall deliver policies of such insurance or certificates thereof to Landlord on or before the Commencement Date and thereafter at least thirty (30) days before the “Premium Amount”)expiration dates of expiring policies; and in the event Tenant shall fail to procure such insurance, or to deliver such policies or certificates, Landlord may, at its option, procure same for the account of Tenant, and the cost thereof shall be paid to Landlord within five (5) days after delivery to Tenant of bills therefor. To the extent that the Company Board elects not If at any time or from time to have the Company procure directly any portion of time, the insurance coverage contemplated specified herein is no longer adequate in the reasonable opinion of Landlord, Tenant shall increase the coverage to the amount specified by the Insurance Program, each Member shall be responsible under Section 6.2(aLandlord within thirty (30) for its Percentage Interest of each Insurance Payment Amount associated with an Insurance Payment Event that occurs under such Insurance Program, regardless of a Memberdays after notice from Landlord. Tenant’s ability to recover any such Insurance Payment Amounts from any third party. Each Member’s obligation under Section 6.2 shall be the Member’s Percentage Interest of such Insurance Payment Amount less the proceeds received by the Company under insurance coverage obtained by such Member on behalf of the Company associated with such Insurance Payment Event. Without limiting any Member’s obligations under Section 6.2(a), each Member shall obtain on behalf of the Company insurance policies (on terms acceptable to such Member in its sole discretion) covering its Percentage Interest of any risks associated compliance with the Insurance Program that the Board has elected not to have the Company procure directly, and each such policy that a Member obtains provisions of this Article 20 shall name the Company as an additional insured, or if a Member elects to insure the Company with the Memberin no way limit Tenant’s captive insurance company, a separate policy in the Company’s name will be issued. If a loss shall occur that the Company believes constitutes an Insurance Payment Event, the Company shall notify the Members liability under any provisions of such occurrence as soon as reasonably practicable and shall cause a Qualified Adjuster to determine whether such loss constitutes an Insurance Payment Event and the Qualified Adjuster and the Members shall determine the Insurance Payment Amount applicable theretoArticle 19. 3. The Agreement is hereby amended by deleting Section 6.2 thereto and inserting the following Section 6.2 in lieu thereof:

Liability and Property Insurance. The Finance and Audit Committee of the Company Board shall determine on an annual basis or more often, as necessary (a) The Tenant shall maintain in full force, from the Commencement Date, with respect to the Premises and the Property of which the Premises are a part, commercial general liability insurance written on an occurrence basis and including contractual liability coverage limitsto cover any liabilities assumed under this Lease in the amount of $2,000,000.00, deductibles with property- damage insurance in limits of $2,000,000, in responsible companies qualified to do business in Massachusetts and in good standing therein naming the Landlord as insured and the Tenant as an additional insured against injury to persons or damage to property as provided. The Tenant shall deposit with the Landlord XXXXX Form 27 certificates for such insurance at or prior to the commencement of the term, and thereafter within thirty (30) days prior to the expiration of any such policies. AH such insurance certificates shall provide that such policies shall not be canceled or amended without at least twenty (20) days’ prior written notice to each insured and additional insured named therein. The Landlord shall have the right from time to time to require modifications to the policy forms for or policies or to require an increase in such minimum limits upon notice to the Company’s liability Tenant, provided that any such increase or modifications shall provide coverage of a nature and property casualty insurance in amounts similar to coverage (collectivelyon like properties in the Greater Boston market as reasonably determined by Landlord. Additionally, the Tenant shall also maintain in full force and effect from the Commencement Date throughout the Lease Term and thereafter so long as the Tenant is in occupancy of any part of the Premises, property insurance covering the Tenant’s furnishings, fixtures, equipment or other personal property of the Tenant written on an “Insurance Program”) and All Risk” basis for full replacement cost. The Tenant agrees that Landlord shall not be responsible or liable to Tenant, or those claiming by, through or under Tenant, for any loss or damage that may be occasioned by or through the acts or omissions of persons occupying or using adjoining premises, or otherwise, or for any loss or damage resulting to the Tenant or those claiming by, through or under Tenant, or its or their property, except that the foregoing shall not exculpate the Landlord from its own negligent acts or omissions. (b) a market-based premium for any During the Term of this Lease, Landlord shall obtain and maintain the following insurance coverage that is in such amounts as Landlord shall reasonably determine, and the Tenant shall be billed for its proportionate share of the annual insurance premiums related thereto as part of Landlord’s Operating Costs pursuant to Section 5(b) above: (i) all risk hazard insurance covering the Insurance Program Building, Landlord’s Work in the Premises and that all other improvements owned by the Members obtain Landlord on behalf the property of which the Premises are a part; (ii) general liability insurance covering the common areas of the Company pursuant Property containing the Premises for personal injury, bodily injury and property damage claims; and (iii) such other reasonable insurance coverages which Landlord may deem necessary to this Section 3.14 (protect the “Premium Amount”). To the extent that the Company Board elects not to have the Company procure directly any portion of the insurance coverage contemplated by the Insurance Program, each Member shall be responsible under Section 6.2(a) for its Percentage Interest of each Insurance Payment Amount associated with an Insurance Payment Event that occurs under such Insurance Program, regardless of a Member’s ability to recover any such Insurance Payment Amounts from any third party. Each Member’s obligation under Section 6.2 shall be the Member’s Percentage Interest of such Insurance Payment Amount less the proceeds received by the Company under insurance coverage obtained by such Member on behalf of the Company associated with such Insurance Payment Event. Without limiting any Member’s obligations under Section 6.2(a), each Member shall obtain on behalf of the Company insurance policies (on terms acceptable to such Member in its sole discretion) covering its Percentage Interest of any risks associated with the Insurance Program that the Board has elected not to have the Company procure directly, and each such policy that a Member obtains shall name the Company as an additional insured, or if a Member elects to insure the Company with the Member’s captive insurance company, a separate policy in the Company’s name will be issued. If a loss shall occur that the Company believes constitutes an Insurance Payment Event, the Company shall notify the Members of such occurrence as soon as reasonably practicable and shall cause a Qualified Adjuster to determine whether such loss constitutes an Insurance Payment Event Premises and the Qualified Adjuster Building and property of which the Members shall determine the Insurance Payment Amount applicable theretoPremises are part. 3. The Agreement is hereby amended by deleting Section 6.2 thereto and inserting the following Section 6.2 in lieu thereof:

Liability and Property Insurance. The Finance Maintain at Debtor’s expense public liability and Audit Committee third party property damage insurance with such insurers, in such amounts and with such deductibles as are satisfactory to Secured Party, and maintain at Debtor’s expense insurance on the Collateral with such insurers, against such risks, in such amounts and with such deductibles as are satisfactory to Secured Party (including without limitation, insurance against fire, explosion, theft, burglary, pilferage and all other hazards and risks ordinarily insured against by other owners or users of such properties in similar businesses), which insurance shall be evidenced by policies: (i) in form and substance reasonably satisfactory to Secured Party; (ii) for such insured values as Secured Party may reasonably require in order to replace the property in the event of actual or constructive total loss; (iii) designating Secured Party and its assignees as additional co-insureds or loss payees as their interests may appear from time to time; (iv) containing a “breach of warranty clause” whereby the insurer agrees that a breach of the Company Board insuring conditions or any negligence of Debtor or any other person shall determine on an annual basis not invalidate the insurance as to Secured Party and his assigns; and (v) requiring at least thirty (30) days prior written notice to Secured Party and his assigns before cancellation or more oftenany material change shall be effective. Upon execution hereof, as necessary (a) coverage limits, deductibles and policy forms for the Company’s liability and property casualty Debtor shall deliver to Secured Party a certificate of insurance coverage (collectively, the “Insurance Program”) and (b) a market-based premium for any evidencing insurance coverage that is part of the Insurance Program and that the Members obtain on behalf of the Company pursuant to required by this Section 3.14 (the “Premium Amount”). To the extent that the Company Board elects not to have the Company procure directly any portion 4, together with evidence of the insurance coverage contemplated by the Insurance Program, each Member shall be responsible under Section 6.2(a) for its Percentage Interest payment of each Insurance Payment Amount associated with an Insurance Payment Event that occurs under such Insurance Program, regardless of a Member’s ability to recover any such Insurance Payment Amounts from any third party. Each Member’s obligation under Section 6.2 shall be the Member’s Percentage Interest of such Insurance Payment Amount less the proceeds received by the Company under insurance coverage obtained by such Member on behalf of the Company associated with such Insurance Payment Event. Without limiting any Member’s obligations under Section 6.2(a), each Member shall obtain on behalf of the Company insurance policies (on terms acceptable to such Member in its sole discretion) covering its Percentage Interest of any risks associated with the Insurance Program that the Board has elected not to have the Company procure directly, all premiums therefor and each such policy that a Member obtains shall name the Company adding Secured Party as an additional insuredinsured thereon. In the event of loss or damage, or if a Member elects Debtor shall forthwith notify Secured Party and file proofs of loss satisfactory to insure the Company Secured Party with the Member’s captive appropriate insurer, and forthwith upon receipt, endorse and deliver insurance company, a separate policy in the Company’s name will be issued. If a loss shall occur that the Company believes constitutes an Insurance Payment Event, the Company shall notify the Members of such occurrence as soon as reasonably practicable and shall cause a Qualified Adjuster proceeds to determine whether such loss constitutes an Insurance Payment Event and the Qualified Adjuster and the Members shall determine the Insurance Payment Amount applicable theretoSecured Party. 3. The Agreement is hereby amended by deleting Section 6.2 thereto and inserting the following Section 6.2 in lieu thereof:

Liability and Property Insurance. The Finance Landlord agrees to carry and Audit Committee -------------------------------- keep in force during the term hereof a standard fire and extended coverage insurance policy of the Company Board shall determine on an annual basis or more oftenBuilding. Tenant agrees to take out and keep in force during the term hereof, as necessary at Tenant's expense, (a) coverage limits, deductibles and policy forms for the Company’s liability bodily injury and property casualty damage liability insurance coverage in companies and through brokers approved by Landlord (collectivelywith at least a Best A-Rating) to protect against any liability to the public incident to the use of or resulting from any accident occurring in or about the Premises or the Building, the “Insurance Program”liability under such insurance to be not less that One Million Dollars ($1,000,000.00) for any one person injured or $1,000,000.00 for any one accident and (b) property insurance of $1,000,000.00 covering loss or damage to the Premises (including any improvements constructed). These policies (1) shall name Owner (Xxxxxxx & Xxxxx Xxxxxx, Xxxxxx and Xxxxxx Xxxx, Xxxxxx & Xxxxxxx Xxxxxxxx, THE XXXX LIVING TRUST U/A DATED 4/15/91 and THE XXXXXXX AND XXXXXX XXXXXXXX LIVING TRUST U/A DATED 8/24/90) and Landlord (Xxxxx Building Development Partners) and such lenders, if any, as may be designated by Landlord, as additional insureds, (2) a market-based premium for any certificate of insurance coverage that is to be delivered to the Landlord upon issuance and renewal and (3) shall contain a written obligation on the part of the Insurance Program insurance carriers to notify Landlord in writing thirty (30) days prior to any cancellation thereof. Notwithstanding the foregoing, Owner, Landlord and that their lenders, if any, need not be named as additional insureds for Tenant's furniture, equipment and personal property. Tenant agrees that, if it does not keep such insurance in full force and effect, Landlord may, at its option, take out the Members obtain on behalf necessary insurance and pay the premium. In such a case, Tenant shall reimburse Landlord for the amount so paid and such amount shall constitute additional rent due Landlord from Tenant under this Lease. The policies provided for herein together with proof of the Company pursuant to this Section 3.14 (the “Premium Amount”). To the extent that the Company Board elects not to have the Company procure directly any portion payment of the insurance coverage contemplated by the Insurance Program, each Member premium therefore shall be responsible under Section 6.2(adelivered to Landlord within ten (10) for its Percentage Interest days after the date of each Insurance Payment Amount associated with an Insurance Payment Event that occurs under such Insurance Programexecution of this Lease, regardless and renewal certificates and proof of a Member’s ability payment of premiums therefor shall be delivered to recover Landlord not less than fifteen (15) days prior to the renewal date of any such Insurance Payment Amounts from any third party. Each Member’s obligation under Section 6.2 shall be the Member’s Percentage Interest of such Insurance Payment Amount less the proceeds received by the Company under insurance coverage obtained by such Member on behalf of the Company associated with such Insurance Payment Event. Without limiting any Member’s obligations under Section 6.2(a), each Member shall obtain on behalf of the Company insurance policies (on terms acceptable to such Member in its sole discretion) covering its Percentage Interest of any risks associated with the Insurance Program that the Board has elected not to have the Company procure directly, and each such policy that a Member obtains shall name the Company as an additional insured, or if a Member elects to insure the Company with the Member’s captive insurance company, a separate policy in the Company’s name will be issued. If a loss shall occur that the Company believes constitutes an Insurance Payment Event, the Company shall notify the Members of such occurrence as soon as reasonably practicable and shall cause a Qualified Adjuster to determine whether such loss constitutes an Insurance Payment Event and the Qualified Adjuster and the Members shall determine the Insurance Payment Amount applicable theretopolicies. 3. The Agreement is hereby amended by deleting Section 6.2 thereto and inserting the following Section 6.2 in lieu thereof:

Liability and Property Insurance. (A) The Finance County agrees to maintain, during the term of this Lease Agreement, general liability insurance with combined single limit of not less than $1 million per occurrence and Audit Committee aggregate. The maintenance of such insurance does not constitute a waiver of the Company Board shall determine on an annual basis or more oftenimmunities, liability caps and defenses available to Xxxxxx County, Maryland, for its officers, agents and employees under the Maryland Local Government Tort Claims Act, Section 5-301 et seq. of the Courts and Judicial Proceedings Article, Maryland Annotated Code, as necessary amended. (aB) The County agrees to maintain, or cause to have maintained, during the term of this Lease Agreement, coverage limitssimilar to that provided in an All Risk property policy, deductibles if applicable, and a commercial general liability policy forms for covering the Company’s liability Leased Premises and the Project, through a combination of self-insurance and Excess coverage, with limits of not less than the greater of (i) the replacement cost of the Project, or (ii) the outstanding principal amount of the Bonds. (C) The County shall, if appropriate, within thirty (30) days from execution of this Lease Agreement and annually thereafter, deliver to the Issuer satisfactory evidence of the coverage hereinabove stated. Any property casualty coverage policy obtained under this Paragraph 16 shall name the Issuer and the Trustee as loss payees, as their interests appear. (D) The County may, at its option, satisfy its obligations set forth in this Paragraph 16 by means of self-insurance coverage in the amounts prescribed above; provided, however, that doing so shall constitute a representation and warranty, both of which shall continue in effect during the period of self-insurance, that it has sufficient resources or reserves to satisfy the minimum insurance requirements set forth in subparagraphs (collectively, the “Insurance Program”A) and (bB) a market-based premium for any insurance coverage that is part of the Insurance Program and that the Members obtain on behalf of the Company pursuant to this Section 3.14 Paragraph 16. (the “Premium Amount”). To the extent that the Company Board elects not to have the Company procure directly any portion of the insurance coverage contemplated by the Insurance ProgramE) The County may, each Member shall be responsible under Section 6.2(a) for its Percentage Interest of each Insurance Payment Amount associated with an Insurance Payment Event that occurs under such Insurance Program, regardless of a Member’s ability to recover any such Insurance Payment Amounts from any third party. Each Member’s obligation under Section 6.2 shall be the Member’s Percentage Interest of such Insurance Payment Amount less the proceeds received by the Company under insurance coverage obtained by such Member on behalf of the Company associated with such Insurance Payment Event. Without limiting any Member’s obligations under Section 6.2(a), each Member shall obtain on behalf of the Company insurance policies (on terms acceptable to such Member in at its sole discretion) covering its Percentage Interest , use the net proceeds (i.e., proceeds net of any risks associated with expenses of collection) of any property insurance award resulting from any damage to or destruction of the Leased Premises or the Project (including amounts provided by self-insurance) to repair or rebuild the Project to like kind and quality. Should the Property be totally destroyed or should the County otherwise elect not to make repairs, the net proceeds of any property insurance award shall be paid by the County or the Issuer, as the case may be, to the Trustee, as assignee of the Issuer under the Trust Agreement, and deposited in the Insurance Program that the Board has elected not to have the Company procure directly, and each such policy that a Member obtains shall name the Company Condemnation Fund (as an additional insured, or if a Member elects to insure the Company with the Member’s captive insurance company, a separate policy created under and defined in the Company’s name will be issued. If a loss shall occur that Trust Agreement) by the Company believes constitutes an Insurance Payment Event, Trustee and applied as set forth in Article VIII of the Company shall notify the Members of such occurrence as soon as reasonably practicable and shall cause a Qualified Adjuster to determine whether such loss constitutes an Insurance Payment Event and the Qualified Adjuster and the Members shall determine the Insurance Payment Amount applicable theretoTrust Agreement. 3. The Agreement is hereby amended by deleting Section 6.2 thereto and inserting the following Section 6.2 in lieu thereof:

Liability and Property Insurance. The Finance Maintain at Debtor’s expense public liability and Audit Committee third party property damage insurance with such insurers, in such amounts and with such deductibles as are satisfactory to Secured Party, and maintain at Debtor’s expense insurance on the Collateral with such insurers, against such risks, in such amounts and with such deductibles as are satisfactory to Secured Party (including without limitation, insurance against fire, explosion, theft, burglary, pilferage and all other hazards and risks ordinarily insured against by other owners or users of such properties in similar businesses), which insurance shall be evidenced by policies: (i) in form and substance reasonably satisfactory to Secured Party; (ii) for such insured values as Secured Party may reasonably require in order to replace the property in the event of actual or constructive total loss; (iii) designating Secured Party and its assignees as additional co-insureds or loss payees as their interests may appear from time to time; (iv) containing a “breach of warranty clause” whereby the insurer agrees that a breach of the Company Board insuring conditions or any negligence of Debtor or any other person shall determine on an annual basis not invalidate the insurance as to Secured Party and his assigns; and (v) requiring at least thirty (30) days prior written notice to Secured Party and his assigns before cancellation or more oftenany material change shall be effective. Upon execution, as necessary (a) coverage limits, deductibles and policy forms for the Company’s liability and property casualty Debtor shall deliver to Secured Party a certificate of insurance coverage (collectively, the “Insurance Program”) and (b) a market-based premium for any evidencing insurance coverage that is part of the Insurance Program and that the Members obtain on behalf of the Company pursuant to required by this Section 3.14 (the “Premium Amount”). To the extent that the Company Board elects not to have the Company procure directly any portion 4, together with proof of the insurance coverage contemplated by the Insurance Program, each Member shall be responsible under Section 6.2(a) for its Percentage Interest payment of each Insurance Payment Amount associated with an Insurance Payment Event that occurs under such Insurance Program, regardless of a Member’s ability to recover any such Insurance Payment Amounts from any third party. Each Member’s obligation under Section 6.2 shall be the Member’s Percentage Interest of such Insurance Payment Amount less the proceeds received by the Company under insurance coverage obtained by such Member on behalf of the Company associated with such Insurance Payment Event. Without limiting any Member’s obligations under Section 6.2(a), each Member shall obtain on behalf of the Company insurance policies (on terms acceptable to such Member in its sole discretion) covering its Percentage Interest of any risks associated with the Insurance Program that the Board has elected not to have the Company procure directly, all premiums and each such policy that a Member obtains shall name the Company adding Secured Party as an additional insuredinsured party. In the event of loss or damage, or if a Member elects Debtor shall notify Secured Party and file proofs of loss satisfactory to insure the Company Secured Party with the Member’s captive appropriate insurer, and, upon receipt, endorse and deliver insurance company, a separate policy in the Company’s name will be issued. If a loss shall occur that the Company believes constitutes an Insurance Payment Event, the Company shall notify the Members of such occurrence as soon as reasonably practicable and shall cause a Qualified Adjuster proceeds to determine whether such loss constitutes an Insurance Payment Event and the Qualified Adjuster and the Members shall determine the Insurance Payment Amount applicable theretoSecured Party. 3. The Agreement is hereby amended by deleting Section 6.2 thereto and inserting the following Section 6.2 in lieu thereof: