Common use of Loss or Damage Clause in Contracts

Loss or Damage. Borrower assumes the entire risk of loss to the Collateral through use, operation or otherwise. Borrower hereby indemnifies and holds harmless Lender from and against all claims, loss of Loan payments, costs, damages, and expenses relating to or resulting from any loss, damage or destruction of the Collateral, any such occurrence being hereinafter called a "Casualty Occurrence." No later than the first payment date following such Casualty Occurrence, or, if there is no such payment date, no later than thirty (30) days after such Casualty Occurrence, Borrower shall, at its election, either: (a) repair the Collateral returning it to good operating condition, or (b) replace the Collateral with Collateral acceptable to Lender in its reasonable discretion, in good condition and repair taking all steps required by Lender to perfect Lender's first priority security interest therein, which replacement Collateral shall be subject to the terms of this Security Agreement, or (c) on the first day payment is due on any Note following the Casualty Occurrence, or if there is no such payment date, thirty (30) days after such Casualty Occurrence, pay to Lender an amount equal to the Balance Due (as defined below) for each lost or damaged item of Collateral. The Balance Due for each such item is the sum of: (i) all amounts for each item which may be then due or accrued to the payment date, plus (ii) as of such payment date, an amount equal to the product of the fraction specified below times the sum of all remaining payments under the respective Note, including the amount of any mandatory or optional payment required or permitted to be paid by Borrower to Lender at the maturity of the Note. The numerator of the fraction shall be the collateral value (as set forth on the applicable Note) of the item and the denominator shall be the aggregate collateral value of all items under the Note. Upon the making of such payments, Lender shall release such item of Collateral from its lien hereunder.

Loss or Damage. Borrower assumes the entire risk of loss to the Collateral through use, operation or otherwise. Borrower hereby indemnifies and holds harmless Lender from and against all claims, loss of Loan payments, costs, damages, and expenses relating to or resulting from any loss, damage or destruction of the Collateral, any such occurrence being hereinafter called a "Casualty Occurrence." No later than the first payment date following such Notwithstanding any Casualty Occurrence, orthe Loan to which such casualtied item of Collateral is subject shall continue in full force and effect without any abatement in the monthly payment due. Borrower shall, if there is no such payment dateat its election, (a) no later than thirty (30) days after such Casualty Occurrence, Borrower shall, at its election, either: (a) Occurrence repair the Collateral returning it to good operating condition, or (b) no later than thirty (30) days after such Casualty Occurrence replace the Collateral with Collateral acceptable to Lender in its reasonable discretion, in good condition and repair taking all steps required by Lender to perfect Lender's first priority security interest therein, which replacement Collateral shall be subject to the terms of this Security Agreement, or (c) on the first day next regular monthly payment is due on any Note following the Casualty Occurrencedate which falls after such thirty (30) days, or if there is no such payment date, thirty (30) days after such Casualty Occurrence, Occurrence pay to Lender an amount equal to the Balance Due (as defined below) for each lost or damaged item of Collateral. The Balance Due for each such item is the sum of: (i) all amounts for each item which may be then due or accrued to the payment date, plus (ii) as of such payment date, an amount equal to the product of the fraction specified below times the sum of all remaining payments under the respective Note, including the amount of any mandatory or optional payment required or permitted to be paid by Borrower to Lender at the maturity of the NoteNote discounting to present value the amounts in (ii) at a rate of 6% per annum compounded monthly on the basis of a 360 day year ("Discount Rate"). The numerator of the fraction shall be the collateral value (as set forth on the applicable Note) of the item and the denominator shall be the aggregate collateral value of all items under the Note. Upon the making of such payments, Lender shall release such item of Collateral from its lien hereunder.

Loss or Damage. Borrower assumes the entire risk of loss to the Collateral through use, operation or otherwise. Borrower hereby indemnifies and holds harmless Lender from and against all claims, loss of Loan payments, costs, damages, and expenses relating to or resulting from any loss, damage or destruction of the Collateral, any such occurrence being hereinafter called a "Casualty Occurrence." No later than the first payment date following such Casualty Occurrence, or, if there is no such payment date, no later than thirty sixty (3060) days after such Casualty Occurrence, Borrower shall, at its election, either: (a) repair the Collateral returning it to good operating condition, or (b) replace the Collateral with Collateral acceptable to Lender in its reasonable discretion, in good condition and repair taking all steps required by Lender to perfect Lender's first priority security interest therein, which replacement Collateral shall be subject to the terms of this Security Agreement, or (c) on the first day payment is due on any Note following the Casualty Occurrence, or if there is no such payment date, thirty (30) days after such Casualty Occurrence, pay to Lender an amount equal to the Balance Due (as defined below) for each lost or damaged item of Collateral. The Balance Due for each such item is the sum of: (i) all amounts for each item which may be then due or accrued to the payment date, plus (ii) as of such payment date, an amount discounted to present value at 6% equal to the product of the fraction specified below times the sum of all remaining payments under the respective Note, including the amount of any mandatory or optional payment required or permitted to be paid by Borrower to Lender at the maturity of the Note. The numerator of the fraction shall be the collateral value (as set forth on the applicable Note) of the item and the denominator shall be the aggregate collateral value of all items under the Note. Upon the making of such payments, Lender shall release such item of Collateral from its lien hereunder.

Loss or Damage. Borrower assumes the entire shall bear all risk of loss damage, loss, theft, destruction, condemnation or seizure with respect to the Collateral, and no damage, loss, theft, destruction of, condemnation or seizure with respect to the Collateral through useor any part thereof shall affect any obligation of Borrower under the Agreement, operation or otherwisewhich shall continue in full force and effect. Borrower hereby indemnifies and holds harmless shall advise Lender from and against all claimsin writing within ten (10) business days of the occurrence of any damage, loss of Loan payments, costs, damages, and expenses relating to or resulting from any loss, damage theft, destruction or destruction governmental commandeering of any Item (an “Event of Loss”) and of the Collateral, any circumstances and extent of such occurrence being hereinafter called a "Casualty Occurrence." No later than the first payment date following Event of Loss. Borrower shall either (a) replace such Casualty Occurrence, or, if there is no such payment date, no later than thirty (30) Item with collateral acceptable to Lender within 30 days after the Event of Loss and such Casualty Occurrencereplacement collateral shall automatically become Collateral subject to Lender’s security interest under the Agreement or (b) pay down the Obligations by an amount representing the unpaid portion of the Obligations funded in reliance of the affected Items as reasonably determined by Lender. Any insurance or condemnation proceeds received shall be paid to Lender and credited to Borrower’s obligation under this paragraph. Whenever the Collateral is damaged and such damage can be repaired, Borrower shall, at its electionexpense, either: (a) repair promptly effect such repairs as Lender shall deem necessary for compliance with paragraph 7, above. Proceeds of insurance with respect to such reparable damage to the Collateral returning it to good operating condition, or (b) replace the Collateral with Collateral acceptable to Lender in its reasonable discretion, in good condition and repair taking all steps required by Lender to perfect Lender's first priority security interest therein, which replacement Collateral shall be subject applied either to the terms repair of this Security Agreementthe Collateral by payment directly to the party completing the repairs, or (c) on the first day payment is due on any Note following the Casualty Occurrence, or if there is no such payment date, thirty (30) days after such Casualty Occurrence, pay to Lender an amount equal to the Balance Due (reimbursement of Borrower for the cost of such repairs provided that Lender shall have received such evidence as defined below) for each lost or damaged item of Collateral. The Balance Due for each Lender shall reasonably deem satisfactory that such item is the sum of: (i) all amounts for each item which repairs have been completed, and further provided that Lender may be then due or accrued apply such proceeds to the payment date, plus (ii) as of such payment date, an amount equal any installment or other sum due or to the product of the fraction specified below times the sum of all remaining payments become due under the respective NoteAgreement if there shall have occurred and be continuing any Event of Default or any event which with lapse of time or notice, including the amount or both, would become an Event of any mandatory or optional payment required or permitted to be paid by Borrower to Lender at the maturity of the Note. The numerator of the fraction shall be the collateral value (as set forth on the applicable Note) of the item and the denominator shall be the aggregate collateral value of all items under the Note. Upon the making of such payments, Lender shall release such item of Collateral from its lien hereunderDefault.

Loss or Damage. Borrower assumes the entire risk In case of loss or damage by fire or otherwise to the Collateral through useReal Property or any part thereof, operation Borrower will forthwith notify Lender of same and Lender may make proof of such loss if the same is not promptly made by Borrower or otherwiseif Lender deem it desirable to do so. Borrower hereby indemnifies and holds harmless Lender from and against all claimsis authorized to adjust, loss of Loan payments, costs, damagescollect, and expenses relating to or resulting from any losscompromise, damage or destruction of the Collateral, any such occurrence being hereinafter called a "Casualty Occurrence." No later than the first payment date following such Casualty Occurrence, or, if there is no such payment date, no later than thirty (30) days after such Casualty Occurrence, Borrower shall, at its election, either: (a) repair the Collateral returning it to good operating condition, or (b) replace the Collateral with Collateral acceptable to Lender in its reasonable discretion, all claims under insurance policies covering the loss in good condition and repair taking all steps required by Lender question. All such insurance proceeds otherwise payable to perfect Lender's first priority security interest therein, which replacement Collateral Borrower shall be paid directly and solely to Lender and each insurance company is authorized and directed to make such payment directly and solely to Lender, and the insurance policies shall so stipulate. Notwithstanding anything to the contrary herein, provided no Event of Default has occurred, Borrower shall be entitled to compromise and settle, and retain the insurance proceeds from, any casualty loss of $100,000.00 or less as to an insured casualty loss for any given parcel of the Real Property but not to exceed an aggregate of $500,000.00 for the entire Property so long as Borrower provides written notice to Lender and uses any proceeds and any additional funds as may be required to fully restore the portion of the Property at issue. All insurance proceeds may, subject to the terms sentence immediately below, be applied either to the reduction of the indebtedness under this Agreement and the Notes, without prepayment premium or penalty of any kind, or to the restoration, repair, replacement or rebuilding of the portion of the Real Property so damaged in such manner as Lender may determine, and any application thereof to the indebtedness shall not release or relieve any Borrower from making the payments or performing the other agreements and obligations herein required until the indebtedness is paid in full. If and only so long as no Event of Default has occurred and is continuing hereunder and provided that the insurance proceeds, when combined with the portion of this Security AgreementLoan not yet disbursed, or are sufficient in Lender’s judgment, after first deducting and paying the expenses, if any, incurred by Lender in the collection of the proceeds of the insurance, to otherwise pay all costs and expenses relating thereto and to this Loan (cincluding the payment of interest and other carrying costs) on the first day payment is due on any Note following the Casualty Occurrence, or if there is no such proceeds are not sufficient as above provided, provided that Borrower deposit with Lender, the amount of such deficiency, as determined by Lender within ten (10) Business Days of demand therefor and further provided that Borrower shall not claim that, notwithstanding such payment dateto Lender, thirty (30) days after it had no liability to pay any or some portion of such Casualty Occurrenceproceeds to Lender, pay then the balance of the proceeds, plus any amounts deposited by Borrower, will be held and disbursed by Lender, from time to Lender an amount equal to time, for the Balance Due (purpose of the repair, restoration, building or rebuilding of the Real Property in accordance with Lender’s customary disbursement procedures as defined below) for each lost or damaged item of Collateral. The Balance Due for each such item is the sum of: (i) all amounts for each item which may be then due or accrued to the payment datein effect. Loan Agreement Gladstone 2020 Facility Loan Nos. 196915, plus (ii) as of such payment date, an amount equal to the product of the fraction specified below times the sum of all remaining payments under the respective Note, including the amount of any mandatory or optional payment required or permitted to be paid by Borrower to Lender at the maturity of the Note. The numerator of the fraction shall be the collateral value (as set forth on the applicable Note) of the item and the denominator shall be the aggregate collateral value of all items under the Note. Upon the making of such payments, Lender shall release such item of Collateral from its lien hereunder.198677 & 200539 105131550 0053564-00437

Loss or Damage. Borrower assumes (a) In the entire risk event of loss to the Collateral through use, operation or otherwise. Borrower hereby indemnifies and holds harmless Lender from and against all claims, loss of Loan payments, costs, damages, and expenses relating to or resulting from any loss, damage seizure, ---------------- condemnation or destruction of the CollateralEquipment or damage to the Equipment which cannot be repaired by Lessee, any such occurrence being hereinafter called a "Casualty Occurrence." No later than the first payment date following such Casualty Occurrence, or, if there is no such payment date, no later than Lessee shall immediately notify Lessor in writing. Within thirty (30) days after of such Casualty Occurrencenotice, Borrower during which time Lessee shall continue to pay Monthly Rent, Lessee shall, at its electionthe option of Lessor, either: (a) repair the Collateral returning it to good operating condition, or (bi) replace the Collateral Equipment with Collateral acceptable to Lender in its reasonable discretion, equipment of the same type and manufacture in good repair, condition and repair taking working order, transfer title to such equipment to Lessor free and clear of all steps required by Lender to perfect Lender's first priority security interest thereinliens, which replacement Collateral claims and encumbrances, whereupon such equipment shall be subject to the terms deemed Equipment for purposes of this Security Agreement, or (cii) on the first day payment is due on any Note following the Casualty Occurrence, or if there is no such payment date, thirty (30) days after such Casualty Occurrence, pay to Lender Lessor an amount equal to the Balance Due (as defined below) for each lost or damaged item present value of Collateralthe aggregate of the remaining unpaid Monthly Rents plus any other costs actually incurred by Lessor. The Balance Due present value shall be determined by discounting the aggregate of the remaining unpaid Monthly Rents to the date of payment by Lessee at the rate of eight and one-half percent (8.5%) per annum. Any insurance or condemnation proceeds received by Lessor shall be credited to the obligation of Lessee under this Section 14 and the remainder of such proceeds, if any, shall be paid to Lessee by Lessor in full compensation for each such item is the sum of: loss of the leasehold interest in the Equipment by Lessee. (b) Lessee acknowledges and agrees that ANY DAMAGE TO OR LOSS, DESTRUCTION OR UNFITNESS OF, OR DEFECT IN THE EQUIPMENT, OR THE INABILITY OF LESSEE TO USE THE EQUIPMENT FOR ANY REASON WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, THE FAILURE OF THE MANUFACTURER OR VENDOR TO DELIVER THE EQUIPMENT OR TO DELIVER THE EQUIPMENT IN MERCHANTABLE CONDITION, SHALL NOT (i) all amounts for each item which may be then due or accrued to the payment dateGIVE RISE TO ANY DEFENSE, plus COUNTERCLAIM OR RIGHT OF SETOFF AGAINST LESSOR, OR (ii) as of PERMIT ANY ABATEMENT OR RECOUPMENT OR ANY REDUCTION OF MONTHLY RENT, OR (iii) RELIEVE LESSEE OF THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ITS OBLIGATIONS TO PAY THE FULL AMOUNT OF MONTHLY RENT, WHICH OBLIGATIONS ARE ABSOLUTE AND UNCONDITIONAL, unless and until this Agreement is terminated with respect to such payment date, an amount equal to Equipment in accordance with the product terms hereof. Any claim that Lessee may have which arise from a defect in or deficiency of the fraction specified below times Equipment shall be brought solely against the sum of all remaining payments under the respective Note, including the amount of any mandatory manufacturer or optional payment required or permitted to be paid by Borrower to Lender at the maturity supplier of the Note. The numerator of the fraction shall be the collateral value (as set forth on the applicable Note) of the item equipment and the denominator shall be the aggregate collateral value of Lessee shall, notwithstanding any such claim, continue to pay Lessor all items amounts due and to become due under the Note. Upon the making of such payments, Lender shall release such item of Collateral from its lien hereunderthis Lease Agreement.

Loss or Damage. Borrower 1. Lessee assumes the entire risk all risks of loss of or damage to the Collateral through useleased property from any cause. No loss of or damage to the property shall impair any obligation of Lessee under this Lease, operation including the payment of rentals, and all such obligations shall continue in full force and effect until otherwise discharged. 2. In the event of loss or otherwisedamage to the leased property, the following shall apply: (a) If, in Lessor's judgment, the property is properly and permanently lost or damaged beyond repair so as to be unusable for the purpose for which the property is intended, and if Lessor is indemnified to the extent of the agreed insurable value specified in the attached Schedule "B" for that particular item of property, the lease shall terminate with respect to such property. Borrower hereby indemnifies If the property is not insured, or the insurance is not collectible, or the property is lost or destroyed by a peril not insured against, then, at the option of Lessor, Lessee shall either replace the property with like property in good condition, which property shall become the property of Lessor and holds harmless Lender from subject to this lease, or pay Lessor the agreed on insurance valuation of the property as specified in the attached Schedule "B", and against on payment, Lessee shall become the owner of such property, and the lease with respect to such property shall be terminated. (b) In the event the loss or damage to any of the leased property is capable of being replaced or repaired, and if Lessor shall be indemnified in an amount less than the agreed on insurance valuation specified in the attached schedule, Lessor shall have the option of repairing or replacing the property at Lessee's cost, and the proceeds of any insurance recovered, including the portion applicable to Lessor's interest, shall be applied in paying for the costs of repair or replacement. If no insurance is maintained by Lessee, or if such insurance is uncollectible, or if the damage or loss is caused by a peril not insured against, Lessee shall be responsible for the costs of repair or replacement. This lease shall continue uninterrupted after such loss or destruction until the lease is otherwise terminated. 3. Lessee shall notify Lessor in writing within fifteen (15) days of the occurrence of any loss or damage to the leased property, and shall cooperate fully with Lessor and the insurance company in the investigation and processing of all claims, loss and in the recovery of Loan payments, costs, damages, and expenses relating to damages from third persons who are or resulting from any loss, damage or destruction of the Collateral, any such occurrence being hereinafter called a "Casualty Occurrencemight be liable." No later than the first payment date following such Casualty Occurrence, or, if there is no such payment date, no later than thirty (30) days after such Casualty Occurrence, Borrower shall, at its election, either: (a) repair the Collateral returning it to good operating condition, or (b) replace the Collateral with Collateral acceptable to Lender in its reasonable discretion, in good condition and repair taking all steps required by Lender to perfect Lender's first priority security interest therein, which replacement Collateral shall be subject to the terms of this Security Agreement, or (c) on the first day payment is due on any Note following the Casualty Occurrence, or if there is no such payment date, thirty (30) days after such Casualty Occurrence, pay to Lender an amount equal to the Balance Due (as defined below) for each lost or damaged item of Collateral. The Balance Due for each such item is the sum of: (i) all amounts for each item which may be then due or accrued to the payment date, plus (ii) as of such payment date, an amount equal to the product of the fraction specified below times the sum of all remaining payments under the respective Note, including the amount of any mandatory or optional payment required or permitted to be paid by Borrower to Lender at the maturity of the Note. The numerator of the fraction shall be the collateral value (as set forth on the applicable Note) of the item and the denominator shall be the aggregate collateral value of all items under the Note. Upon the making of such payments, Lender shall release such item of Collateral from its lien hereunder.

Loss or Damage. Borrower assumes Lessee shall bear the entire risk of loss any disappearance of, damage to the Collateral through use, operation or otherwise. Borrower hereby indemnifies and holds harmless Lender from and against all claims, loss of Loan payments, costs, damages, and expenses relating to or resulting any item of Equipment from any loss, damage or destruction of the Collateral, any such occurrence being hereinafter called cause whatsoever (a "Casualty Occurrence." No later than the first payment date following such "). Lessee shall promptly notify Lessor in writing of any Casualty Occurrence. Upon a Casualty Occurrence: (a) if the affected equipment is repairable, orLessee shall, at Lessee's expense, promptly restore the Equipment to good repair, condition and working order in accordance with the manufacturer's recommendations and to the reasonable satisfaction of Lessor; or (b) if there the affected Equipment is no an actual or constructive total loss or otherwise is not repairable, Lessee shall pay to Lessor on or before the next Periodic Rent Payment Date (such payment date, no later than thirty (30the "Casualty Payment Date") days after such Casualty Occurrence, Borrower shall, at its election, either: (a) repair the Collateral returning it to good operating condition, or (b) replace the Collateral with Collateral acceptable to Lender in its reasonable discretion, in good condition and repair taking all steps required by Lender to perfect Lender's first priority security interest therein, which replacement Collateral shall be subject to the terms of this Security Agreement, or (c) on the first day payment is due on any Note following the Casualty Occurrence, or if there is no such payment date, thirty (30) days after such Casualty Occurrence, pay to Lender an amount equal to the Balance Due (as defined below) for each lost or damaged item sum of Collateral. The Balance Due for each such item is the sum of: (i) all amounts for each item due and unpaid under the applicable Lease as of the Casualty Payment Date (including all Periodic Rent payments in respect of such Equipment, which may shall be then due or accrued pro rated to the payment dateCasualty Payment Date, and any indemnity obligations), plus (ii) as the present value of all future Periodic Rent payments for such payment dateEquipment, discounted on an amount annual basis at a discount rate equal to the product ask yield to maturity of the fraction specified below times U.S. Treasury Xxxx issue maturing in 180 days (or the sum issue maturing closest thereto), as published in the Wall Street Journal for the immediately preceding Rent Payment Date (or the next preceding business day if such date is not a business day), which Lessee agrees is a commercially reasonable rate (the "Discount Rate") from the scheduled payment dates to the Casualty Payment Date, plus (iii) the present value of all remaining payments the greater of (x) the anticipated residual value of the affected Equipment at the end of the relevant Lease Term, as determined by the Lessor for purposes of calculating the relevant Periodic Rent and Purchase Option Price or (y) the then expected fair market value of the affected Equipment at the end of the relevant Lease Term, in each case discounted on an annual basis at the Discount Rate from the expiration of the Lease Term to the Casualty Payment Date; provided, that if the Purchase Option Price is a fixed amount, the value calculated pursuant to the foregoing clause (iii) shall not exceed the present value of such fixed Purchase Option Price, discounted on an annual basis at the Discount Rate from the expiration date of the relevant Lease term to the Casualty Payment Date, if Lessee is required to repair the affected Equipment pursuant to clause (a) of the foregoing sentence, the insurance proceeds actually received by Lessor, if any, pursuant to Section 8 hereof shall be applied first to pay any amounts then due under this Agreement or any Lease and then shall be paid to Lessee upon proof satisfactory to Lessor that such repair has been completed as required herein. In the respective Noteevent Lessee is obligated to pay to Lessor the amounts set forth in clause (b) of the foregoing sentence, including Lessee shall be entitled to a credit against such amounts equal to the amount of any mandatory or optional insurance proceeds actually received by Lessor, if any, pursuant to Section 8 hereof on account of such Equipment and upon payment required or permitted to be paid by Borrower to Lender at the maturity in full of the Note. The numerator of the fraction shall be the collateral value (as all amounts set forth in such clause (b), Lessor shall assign to Lessee and Lessee's insurers, as their interests may appear, all of Lessor's interest in such Equipment on the applicable Note) of the item an as is, where is basis, without representation or warranty, express or implied, and the denominator shall be the aggregate collateral value of all items under the Note. Upon the making Lease in respect of such payments, Lender Equipment shall release such item of Collateral from its lien hereunderterminate.

Loss or Damage. Borrower assumes the entire risk (a) Event of loss Loss with Respect to the Collateral through useAircraft. Upon the occurrence of any Event of Loss with respect to the Airframe and/or Aircraft, operation or otherwise. Borrower hereby indemnifies and holds harmless Lender from and against all claims, loss of Loan payments, costs, damages, and expenses relating to or resulting from any loss, damage or destruction Lessee shall notify Lessor within five (5) days of the Collateraldate thereof. On (i) the second (2nd) Basic Rent Date immediately following the date of such notice, any or (ii) if such occurrence being hereinafter called a "Casualty Occurrence." No later than Event of Loss occurs after the first payment date following such Casualty OccurrenceLast Basic Rent Date, or, if there is no such payment date, no later than thirty within sixty (3060) days after such Casualty Occurrence, Borrower shall, at its election, either: notice (aany such date described in subclause (i) repair the Collateral returning it to good operating condition, or (bii) replace above the Collateral with Collateral acceptable "Casualty Payment Date"), Lessee shall pay to Lender in its reasonable discretionLessor any Rent then due, in good condition and repair taking all steps required by Lender to perfect Lender's first priority security interest thereinplus the Casualty Value of the Aircraft determined as of the Casualty Payment Date, which replacement Collateral (but if the Casualty Payment Date is after the last Basic Rent Date, the Casualty Value for such date shall be subject to the terms of this Security Agreement, or (c) on the first day payment is due on any Note following the Casualty Occurrence, or if there is no such payment date, thirty (30) days after such Casualty Occurrence, pay to Lender an amount equal to the Balance Due Lessor's Cost multiplied by the applicable percentage set forth on Schedule No. 3 for the last Basic Rent Date or the corresponding Basic Rent number), together with interest at the Late Payment Rate for the period (if any) from the Casualty Payment Date through the date of payment. Upon making the applicable payment required hereby, Lessee's obligation to pay further Basic Rent for the Aircraft subsequent to such payment shall cease, but Lessee shall remain liable for, and pay as defined below) for each lost or damaged item and when due, all Supplemental Rent. If recoverable, Lessor shall be entitled to recover possession of Collateralthe Aircraft and to any salvage value in excess of the Casualty Value paid to Lessor, but subject to the requirements of any third party insurance carrier in order to settle an insurance claim. The Balance Due for each such item is the sum of: (i) Lessor shall be entitled to receive and retain all amounts for each item which payable by the Manufacturer with respect to a Return to Manufacturer or by any governmental authority with respect to any Requisition of Use, as the case may be, except that such amounts received in good collected funds shall be then due or accrued applied against Lessee's obligation to the payment datepay Casualty Value or, plus so long as no Event of Default has occurred, remitted to Lessee (ii) as of such payment date, an amount equal up to the product of the fraction specified below times the sum of all remaining payments under the respective Note, including the amount of any mandatory or optional payment required or permitted to be the Casualty Value paid by Borrower Lessee to Lender at the maturity of the NoteLessor in good and indefeasible funds). The numerator of the fraction Lessor shall be the collateral value (as set forth on the applicable Note) under no duty to Lessee to pursue any claim against any Person in connection with an Event of the item and the denominator shall be the aggregate collateral value of all items under the Note. Upon the making of such payments, Lender shall release such item of Collateral from its lien hereunderLoss.

Loss or Damage. Borrower assumes the entire risk (a) Event of loss Loss with Respect to the Collateral through useAircraft. Upon the occurrence of ------------------------------------------ any Event of Loss with respect to the Airframe and/or Aircraft, operation or otherwise. Borrower hereby indemnifies and holds harmless Lender from and against all claims, loss of Loan payments, costs, damages, and expenses relating to or resulting from any loss, damage or destruction Lessees shall notify Lessor within five (5) days of the Collateraldate thereof. On (i) the next Basic Rent Date following the date of such notice, any or (ii) if such occurrence being hereinafter called a "Casualty Occurrence." No later than Event of Loss occurs after the first payment date following such Casualty OccurrenceLast Basic Rent Date, or, if there is no such payment date, no later than within thirty (30) days after such notice (any such date described in clause (i) or (ii) above, the "Casualty OccurrencePayment ---------------- Date"), Borrower shall---- SUNTRUST LEASING CORPORATION -------------------------------------------------------------------------------- Lessees shall pay to Lessor the Basic Rent payable as of the Casualty Payment Date, any other Rent then due, plus the Casualty Value of the Aircraft determined as of the Casualty Payment Date (but if the Casualty Payment Date is after the last Basic Rent Date, the Casualty Value for such date shall be the amount equal to the Lessor's Cost multiplied by the applicable percentage set forth on Schedule No. 3 for the last Basic Rent Date or the corresponding Basic Rent number), together with interest at its electionthe Late Payment Rate for the period (if any) from the Casualty Payment Date through the date of payment. Upon making the applicable payment required hereby, either: Lessees' obligation to pay further Basic Rent for the Aircraft subsequent to such payment shall cease, but each Lessee shall remain liable for, and pay as and when due, all Supplemental Rent. If recoverable, as between Lessor and Lessees, Lessees shall be entitled to recover possession of the Aircraft and to any salvage value in excess of the Casualty Value paid to Lessor, but subject to the requirements of any third party insurance carrier in order to settle an insurance claim. Lessor shall be entitled to receive and retain all amounts payable by the Manufacturer with respect to a Return to Manufacturer or by any governmental authority with respect to any Requisition of Use, as the case may be, except that such amounts received in good collected funds shall be applied against Lessees' obligation to pay Casualty Value or, so long as no Event of Default has occurred, remitted to either or both of the Lessees (a) repair up to the Collateral returning it amount of the Casualty Value paid by Lessees to Lessor in good operating condition, or and indefeasible funds). Lessor shall be under no duty to Lessees to pursue any claim against any Person in connection with an Event of Loss. (b) replace Event of Loss with Respect to an Engine or an APU. Upon an Event --------------------------------------------------- of Loss with respect to any Engine or any APU, but not the Collateral with Collateral acceptable Airframe on which it was installed, Lessees shall (i) give Lessor prompt written notice thereof, (ii) by the earlier of the ninetieth (90th) day after the occurrence of such Event of Loss or the receipt of the applicable insurance proceeds, if any, cause to Lender in its reasonable discretion, in good condition and repair taking all steps required by Lender to perfect Lender's first priority security interest therein, which replacement Collateral shall be subject to the terms of this Security AgreementLease for all purposes hereof an engine or APU (and thereby duly convey to Lessor a perfected, first priority security interest in and against such engine or APU), as applicable, of the same make and model number as the Engine or any APU suffering the Event of Loss, and (ciii) on comply with the first day payment is due on other provisions of this Section 10(b). Such replacement engine or any Note following APU, as applicable, shall be free and clear of all Liens, have a value, utility, and useful life at least equal to, and be in as good an operating condition as, the Casualty OccurrenceEngine or any APU suffering the Event of Loss, assuming such Engine or any APU was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss. Lessees, at their own cost and expense, shall furnish to Lessor such documents to evidence such conveyance, as Lessor shall request. Upon full compliance by Lessees with the terms of this paragraph, Lessor will transfer to Lessees all of Lessor's right, title and interest, if there is no any, in and to such payment dateEngine or any APU, thirty (30) days which transfer shall be "AS-IS, WHERE-IS" and release Lessor's security interest in such Engine or APU. Each such replacement engine or APU, as applicable, shall, after such Casualty Occurrenceconveyance to Lessor, pay to Lender be deemed an amount equal to the Balance Due ("Engine" or "APU", as applicable, as defined below) for each lost or damaged item of Collateral. The Balance Due for each such item is the sum of: (i) all amounts for each item which may herein and ------ --- shall be then due or accrued to the payment date, plus (ii) as of such payment date, an amount equal to the product deemed part of the fraction specified below times same Aircraft as was the sum of all remaining payments under the respective Note, including the amount of Engine or any mandatory or optional payment required or permitted to be paid by Borrower to Lender at the maturity of the Note. The numerator of the fraction shall be the collateral value (as set forth on the applicable Note) of the item and the denominator shall be the aggregate collateral value of all items under the Note. Upon the making of such payments, Lender shall release such item of Collateral from its lien hereunderAPU replaced thereby.

Loss or Damage. Borrower (a) Lessee hereby assumes and is solely responsible for the entire risk of loss use and operation of the Equipment and for each and every accident or hazard resulting therefrom and all losses and damages associated therewith howsoever arising. (b) In the event of total loss, destruction, theft, confiscation or damage beyond repair (determined without reference to the Collateral through use, operation remaining term with respect thereto) to the Equipment or otherwise. Borrower hereby indemnifies and holds harmless Lender from and against all claims, loss of Loan payments, costs, damages, and expenses relating to or resulting from any loss, damage or destruction of the Collateral, any such occurrence being hereinafter called Item (a "Casualty Occurrence"), Lessee will pay to Lessor on the next due date for rent following the Casualty Occurrence or on the last day of the term thereof, whichever first occurs, any unpaid rent due with respect to such Equipment plus the Stipulated Loss Value as provided for in the related Schedule. Upon payment of the Stipulated Loss Value, Lessor will be entitled to recover possession of such Item and Lessee an behalf of Lessor will dispose of such Item and account to Lessor for the proceeds. So long as no default exists hereunder, upon the payment of the Stipulated Loss Value for any Item of Equipment and all other amounts then due under this Section 6(b) or otherwise, this Lease and Lessee's obligation to pay rent shall terminate as to such Item of Equipment and title thereto shall be transferred to Lessee or otherwise as Lessee may direct, provided however that to the extent Lessee shall recover an amount in excess of the Stipulated Loss Value from the further sale or lease of any such Item of Equipment, Lessee shall pay over such excess to Lessor." No later than (c) In the first payment date following such event of damage to any Item of Equipment which does not amount to a Casualty Occurrence, orLessee will give prompt notice of such damage to Lessor and at Lessee's sole cost and expense promptly repair such Item to its previous condition which assumes Lessee has met all of its obligations required for maintenance hereunder. Provided Lessee is not in breach or default of this Lease, if there is no any proceeds of insurance received by Lessor with respect to any such payment date, no later than thirty (30) days after such Casualty Occurrence, Borrower shall, at its election, either: (a) repair the Collateral returning it loss will be paid over by Lessor to good operating condition, or (b) replace the Collateral with Collateral acceptable to Lender in its reasonable discretion, in good condition and repair taking all steps required by Lender to perfect Lender's first priority security interest therein, which replacement Collateral shall be subject Lessee to the terms of this Security Agreement, or (c) on the first day payment is due on any Note following the Casualty Occurrence, or if there is no such payment date, thirty (30) days after such Casualty Occurrence, pay extent necessary to Lender an amount equal to the Balance Due (as defined below) reimburse Lessee for each lost or damaged item of Collateral. The Balance Due for each such item is the sum of: (i) all amounts for each item which may be then due or accrued to the payment date, plus (ii) as of such payment date, an amount equal to the product of the fraction specified below times the sum of all remaining payments under the respective Note, including the amount of any mandatory or optional payment required or permitted to be costs incurred and paid by Borrower Lessee in repairing such damaged Equipment, but only upon evidence satisfactory to Lender at the maturity of the Note. The numerator of the fraction shall be the collateral value (as set forth on the applicable Note) of the item and the denominator shall be the aggregate collateral value of all items under the Note. Upon the making of Lessor that such payments, Lender shall release such item of Collateral from its lien hereunderrepairs have been accomplished.

Loss or Damage. Borrower assumes the entire risk (a) Event of loss Loss with Respect to the Collateral through useAircraft. Upon the occurrence of any Event of Loss with respect to the Airframe and/or Aircraft, operation or otherwise. Borrower hereby indemnifies and holds harmless Lender from and against all claims, loss of Loan payments, costs, damages, and expenses relating to or resulting from any loss, damage or destruction Lessee shall notify Lessor within five (5) days of the Collateraldate thereof. On (i) the second (2nd) Basic Rent Date immediately following the date of such notice, any or (ii) if such occurrence being hereinafter called a "Casualty Occurrence." No later than Event of Loss occurs after the first payment date following such Casualty OccurrenceLast Basic Rent Date, or, if there is no such payment date, no later than thirty within sixty (3060) days after such notice (any such date described in subclause (i) or (ii) above the "Casualty OccurrencePayment Date"), Borrower shallLessee shall pay to Lessor any Rent then due, plus the Casualty Value of the Aircraft determined as of the Casualty Payment Date, (but if the Casualty Payment Date is after the last Basic Rent Date, the Casualty Value for such date shall be the amount equal to the Lessor's Cost multiplied by the applicable percentage set forth on Schedule No. 3 for the last Basic Rent Date or the corresponding Basic Rent number), together with interest at its electionthe Late Payment Rate for the period (if any) from the Casualty Payment Date through the date of payment. Upon making the applicable payment required hereby, either: Lessee's obligation to pay further Basic Rent for the Aircraft subsequent to such payment shall cease, but Lessee shall remain liable for, and pay as and when due, all Supplemental Rent. If recoverable, Lessor shall be entitled to recover possession of the Aircraft and to any salvage value in excess of the Casualty Value paid to Lessor, but subject to the requirements of any third party insurance carrier in order to settle an insurance claim. Lessor shall be entitled to receive and retain all amounts 8 <PAGE> payable by the Manufacturer with respect to a Return to Manufacturer or by any governmental authority with respect to any Requisition of Use, as the case may be, except that such amounts received in good collected funds shall be applied against Lessee's obligation to pay Casualty Value or, so long as no Event of Default has occurred, remitted to Lessee (a) repair up to the Collateral returning it amount of the Casualty Value paid by Lessee to Lessor in good operating condition, or and indefeasible funds). Lessor shall be under no duty to Lessee to pursue any claim against any Person in connection with an Event of Loss. (b) replace Event of Loss with Respect to an Engine or an APU. Upon an Event of Loss with respect to any Engine or any APU, but not the Collateral Airframe on which it was installed, Lessee shall (i) give Lessor prompt written notice thereof, (ii) by the earlier of the ninetieth (90th) day after the occurrence of such Event of Loss or the receipt of the applicable insurance proceeds, if any, duly convey to Lessor title to an engine or APU, as applicable, of the same make and model number as the Engine or any APU suffering the Event of Loss, and (iii) comply with Collateral acceptable to Lender the other provisions of this Section 10(b). Such engine or any APU, as applicable, shall be free and clear of all Liens, have a value, utility, and useful life at least equal to, and be in its reasonable discretionas good an operating condition as, the Engine or any APU suffering the Event of Loss, assuming such Engine or any APU was in good the condition and repair taking all steps required by Lender the terms hereof immediately prior to perfect Lender's first priority security interest therein, which replacement Collateral the occurrence of such Event of Loss. Lessee shall be subject furnish to Lessor such documents to evidence such conveyance as Lessor shall request. Upon full compliance by Lessee with the terms of this Security Agreementparagraph, Lessor will transfer to Lessee all of Lessor's right, title and interest, if any, in and to such Engine or (c) on the first day payment is due on any Note following the Casualty OccurrenceAPU, which transfer shall be "AS-IS, WHERE-IS". Each such replacement engine or if there is no such payment dateAPU, thirty (30) days as applicable, shall, after such Casualty Occurrenceconveyance to Lessor, pay to Lender be deemed an amount equal to the Balance Due ("Engine" or "APU", as applicable, as defined below) for each lost or damaged item of Collateral. The Balance Due for each such item is the sum of: (i) all amounts for each item which may herein and shall be then due or accrued to the payment date, plus (ii) as of such payment date, an amount equal to the product deemed part of the fraction specified below times same Aircraft as was the sum of all remaining payments under the respective Note, including the amount of Engine or any mandatory or optional payment required or permitted to be paid by Borrower to Lender at the maturity of the Note. The numerator of the fraction shall be the collateral value (as set forth on the applicable Note) of the item and the denominator shall be the aggregate collateral value of all items under the Note. Upon the making of such payments, Lender shall release such item of Collateral from its lien hereunderAPU replaced thereby.

Loss or Damage. Borrower assumes the entire risk of loss to the Collateral through use, operation or otherwise. Borrower hereby indemnifies and holds harmless Lender from and against all claims, loss of Loan payments, costs, damages, and expenses relating to or resulting from any loss, damage or destruction of the Collateral, any such occurrence being hereinafter called a "Casualty Occurrence." No later than the first payment date following such Casualty Occurrence, or, if there is no such payment date, no later than thirty (30) days after such Casualty Occurrence, Borrower shall, at its election, either: (a) repair the Collateral returning it to good operating condition, or (b) replace the Collateral with Collateral acceptable to Lender in its reasonable discretion, in good condition and repair taking all steps required by Lender to perfect Lender's first priority security interest therein, which replacement Collateral shall be subject to the terms of this Security Agreement, or (c) on the first day payment is due on any Note following the Casualty Occurrence, or if there is no such payment date, thirty (30) days after such Casualty Occurrence, pay to Lender an amount equal to the Balance Due (as defined below) for each lost or damaged item of Collateral. The Balance Due for each such item is the sum of: (i) all amounts for each item which may be then due or accrued to the payment date, plus (ii) as of such payment date, an amount equal to the product of the fraction specified below times the sum of all remaining payments under the respective Note, including the amount of any mandatory or optional payment required or permitted to be paid by Borrower to Lender at the maturity of the Note. The numerator of the fraction shall be the collateral value (as set forth on the applicable Note) of the item and the denominator shall be the aggregate collateral value of all items under the Note. Upon the making of such payments, Lender shall release such item of Collateral from its lien hereunder.

Loss or Damage. Borrower assumes (a) During the Term, Charterer shall bear the entire risk of loss any hijacking, capture, arrest, detention, condemnation, confiscation, requisition, expropriation, seizure, forfeiture or other taking of title to or use of the Collateral Vessel or the imposition of any Lien thereon (other than a Lien imposed or otherwise created by, through useor under Owner), operation or otherwise. Borrower hereby indemnifies and holds harmless Lender from and against all claimsany prohibition of use thereof, by any Person or Governmental Authority or by any Person(s) purporting to act on behalf of any Governmental Authority, or any constructive, compromised, agreed or arranged total loss, or any damage, disappearance or loss of Loan paymentsthe Vessel, costsincluding without limitation, damages, and expenses relating to or resulting from any loss, damage or destruction of the Collateral, Vessel in whole or in part from any such occurrence being hereinafter called a "Casualty Occurrence." No later than the first payment date following such Casualty Occurrence, or, if there is no such payment date, no later than thirty (30) days after such Casualty Occurrence, Borrower shall, at its election, either: (a) repair the Collateral returning it to good operating condition, or reason whatsoever. Except as provided in subsection (b) replace of this Section, no loss of or damage to the Collateral with Collateral acceptable Vessel, including a Total Loss, shall relieve Charterer from the obligation to Lender pay charter hire or from any other obligation under this Charter or under any Charter Document related hereto. In the event of the Total Loss of the Vessel, or damage to the Vessel in its reasonable discretionexcess of $500,000.00, Charterer shall notify Owner of such loss or damage within three (3) Business Days following the date that Charterer becomes aware of the Total Loss or the fact that such damage exceeds $500,000.00, and Charterer shall, if the Vessel is not a Total Loss, promptly repair the Vessel in order that the Vessel may be restored to the condition required hereunder. (b) If the Vessel becomes a Total Loss, then Charterer shall, on the next scheduled Charter Hire Installment Date following the date that the Vessel is determined to be a Total Loss (the “Loss Payment Date”), pay to Owner, in good condition and repair taking all steps required by Lender to perfect Lender's first priority security interest therein, which replacement Collateral shall be subject to the terms of this Security Agreement, or (c) on the first day payment is due on any Note following the Casualty Occurrence, or if there is no such payment date, thirty (30) days after such Casualty Occurrence, pay to Lender an amount equal to the Balance Due (as defined below) for each lost or damaged item of Collateral. The Balance Due for each such item is the sum ofindefeasible funds: (i) all amounts for each item which may be then due or accrued to the payment dateStipulated Loss Value of the Vessel, plus (ii) as all accrued but unpaid charter hire (pro-rated on a daily basis for any partial month) through the Loss Payment Date, and (iii) any additional sums that Charterer may owe to Owner pursuant to this Charter through the Loss Payment Date (together, the “Total Loss Payment”). The obligation of such payment date, an amount equal Charterer to make the product Total Loss Payment under the terms of this Section shall apply regardless of (A) the cause of the fraction specified below times Total Loss, (B) whether or not the sum of all remaining payments Total Loss is a covered peril under the respective Noteterms of any insurance effected pursuant to Section 14, including (C) the amount of proceeds, if any, payable under any mandatory insurance on the Vessel or optional payment required under any requisition or permitted condemnation award (or the like) on account of the Total Loss, (D) any denial of coverage or reservation of rights of any underwriter with respect to such insurance, or (E) whether or not Owner or any Participant has insurance for its own benefit separate and apart from the insurance to be paid by Borrower procured and maintained under the terms of Section 14; provided, however, that in the event that proceeds of insurance procured and maintained under Section 14 or of any requisition or condemnation award (or the like) are payable with respect to Lender at the maturity Total Loss, and Charterer is diligently pursuing the collection of such proceeds with reasonable prospect of success, Owner shall, upon Charterer’s written request, extend the Loss Payment Date to afford Charterer a reasonable opportunity to collect the proceeds of such insurance or requisition or condemnation award (or the like), but in no event shall the Loss Payment Date be extended beyond the fourth scheduled Charter Hire Installment Date following the date of the NoteTotal Loss. Upon payment by Charterer of the Total Loss Payment in good and indefeasible funds, this Charter will terminate (other than the indemnity provisions set forth herein which shall survive), and Owner shall transfer to Charterer all of Owner’s right, title and interest in the Vessel on an “AS-IS, WHERE-IS” basis, with all faults, without recourse and without representation or warranty of any kind, express or implied (other than the warranties set forth in Section 27(c)). The numerator proceeds of any insurance procured and maintained by Charterer under the provisions of Section 14 or of any requisition or condemnation award (or the like) that are received by Owner following the full payment by Charterer of the fraction Total Loss Payment required under this Section shall be the collateral value (as set forth on the applicable Note) of the item and the denominator shall be the aggregate collateral value of all items under the Note. Upon the making of such payments, Lender shall release such item of Collateral from its lien hereunderpromptly paid over to Charterer.

Loss or Damage. Borrower Lessee assumes the entire risk of loss to the Collateral Equipment through use, operation or otherwise. Borrower Lessee hereby indemnifies and holds harmless Lender Lessor from and against all claims, loss of Loan rental payments, costs, damages, and expenses relating to or resulting from any loss, damage or destruction of the CollateralEquipment, any such occurrence being hereinafter called a "Casualty Occurrence." No later than Casualty Occurrence shall relieve Lessee from the obligation to pay rent or from any other obligation under the Lease. Within thirty (30) days after such Casualty Occurrence, Lessee shall either (a) repair the Equipment, returning it to good operating condition; or Co) replace the Equipment with identical equipment in good condition and repair, the title to which shall vest in Lessor and which thereafter shall be subject to the terms of this Lease; or (c) pay to Lessor (I) on the first rental payment date following such the Casualty Occurrence, or, if there is no such rental payment date, no later than thirty (30) days after such Casualty Occurrence, Borrower shall, at its election, either: (a) repair the Collateral returning it any unpaid accrued amounts relating to good operating condition, or (b) replace the Collateral with Collateral acceptable to Lender in its reasonable discretion, in good condition and repair taking all steps required by Lender to perfect Lender's first priority security interest therein, which replacement Collateral shall be subject such Equipment due Lessor under this Lease up to the terms date of this Security Agreement, or (c) on the first day payment is due on any Note following the Casualty Occurrence, and (ii) upon the earlier of (A) the receipt of insurance proceeds with respect to such Casualty Occurrence, or if there is no such payment date, (B) within thirty (30) days after of such Casualty Occurrence, pay to Lender an amount a sum equal to the Balance Due (Casualty Value as defined below) set forth in the Casualty Value table attached to each Schedule hereto for each lost or damaged item such Equipment; provided, however, nothing set forth in this sentence shall be deemed to relieve Lessee of Collateral. The Balance Due for each such item is the sum of: (i) all amounts for each item which may be then due or accrued obligation to continue to pay scheduled rental payments as they relate to the payment date, plus (ii) Equipment that was the subject of the Casualty Occurrence as of such payment date, an amount equal payments become due and payable prior to the product date that the Casualty Value with respect thereto is paid to Lessor in accordance with this section nor shall any provision of this sentence be deemed to provide that Lessee's obligation to pay the fraction specified below times the sum of all remaining payments under the respective Note, including Casualty Value shall be limited to the amount of any mandatory or optional payment required or permitted to be paid by Borrower to Lender at the maturity of the Note. The numerator of the fraction shall be the collateral value (as set forth on the applicable Note) of the item and the denominator shall be the aggregate collateral value of all items under the Noteinsurance proceeds that Lessee receives. Upon the making of such paymentspayment, Lender the term of this Lease as to each unit of Equipment with respect to which the Casualty Value was paid shall release such item of Collateral from its lien hereunderterminate.

Loss or Damage. Borrower assumes the entire shall bear all risk of loss damage, loss, theft, destruction, condemnation or seizure with respect to the Collateral, and no damage, loss, theft, destruction of, condemnation or seizure with respect to the Collateral through useor any part thereof shall affect any obligation of Borrower under the Agreement, operation or otherwisewhich shall continue in full force and effect. Borrower hereby indemnifies and holds harmless shall advise Lender from and against all claimsin writing within ten (10) days of the occurrence of any damage, loss of Loan payments, costs, damages, and expenses relating to or resulting from any loss, damage theft, destruction or destruction governmental commandeering of any Item (an “Event of Loss”) and of the Collateralcircumstances and extent of such Event of Loss. Borrower shall, any at Lender’s option, either (a) replace such occurrence being hereinafter called a "Casualty Occurrence." No later than the first payment date following such Casualty Occurrence, or, if there is no such payment date, no later than thirty (30) Item with collateral acceptable to Lender within 30 days after the Event of Loss and such Casualty Occurrencereplacement collateral shall automatically become Collateral subject to Lender’s security interest under the Agreement or (b) pay down the Obligations by an amount representing the unpaid portion of the Obligations funded in reliance of the affected Items as reasonably determined by Lender. Any insurance or condemnation proceeds received shall be paid to Lender and credited to Borrower’s obligation under this paragraph. Whenever the Collateral is damaged and such damage can be repaired, Borrower shall, at its electionexpense, either: (a) repair promptly effect such repairs as Lender shall deem necessary for compliance with paragraph 7, above. Proceeds of insurance shall be paid to Lender with respect to such reparable damage to the Collateral returning it and shall, at the election of Lender, be applied either to good operating conditionthe repair of the Collateral by payment by Lender directly to the party completing the repairs, or (b) replace the Collateral with Collateral acceptable to Lender in its reasonable discretion, in good condition and repair taking all steps required by Lender to perfect Lender's first priority security interest therein, which replacement Collateral shall be subject to the terms reimbursement of this Security AgreementBorrower for the cost of such repairs; provided, or (c) on the first day payment is due on any Note following the Casualty Occurrencehowever, or if there is that Lender shall have no obligation to make such payment date, thirty (30) days after or any part thereof until receipt of such Casualty Occurrence, pay to evidence as Lender an amount equal to the Balance Due (as defined below) for each lost or damaged item of Collateral. The Balance Due for each shall deem satisfactory that such item is the sum of: (i) all amounts for each item which repairs have been completed and further provided that Lender may be then due or accrued apply such proceeds to the payment date, plus (ii) as of such payment date, an amount equal any installment or other sum due or to the product of the fraction specified below times the sum of all remaining payments become due under the respective Note, including the amount of any mandatory or optional payment required or permitted to be paid by Borrower to Lender Agreement if at the maturity time such proceeds are received by Lender there shall have occurred and be continuing any Event of the Note. The numerator Default or any event which with lapse of the fraction shall be the collateral value (as set forth on the applicable Note) time or notice, or both, would become an Event of the item and the denominator shall be the aggregate collateral value of all items under the Note. Upon the making of such payments, Lender shall release such item of Collateral from its lien hereunderDefault.

Loss or Damage. Borrower assumes the entire risk In case of loss or damage by fire or otherwise to the Collateral through useany Facility or any part thereof, operation or otherwise. Borrower hereby indemnifies and holds harmless Lender from and against all claims, loss of Loan payments, costs, damageswill immediately notify Lender, and expenses relating Lender may make proof of such loss if the same is not promptly made by Borrower or if Lender deems it desirable to or resulting from any lossdo so. Lender is authorized to adjust, damage or destruction of the Collateralcollect, any such occurrence being hereinafter called a "Casualty Occurrence." No later than the first payment date following such Casualty Occurrenceand compromise, or, if there is no such payment date, no later than thirty (30) days after such Casualty Occurrence, Borrower shall, at its election, either: (a) repair the Collateral returning it to good operating condition, or (b) replace the Collateral with Collateral acceptable to Lender in its reasonable discretion, all claims under insurance policies covering the loss in good condition question. All insurance proceeds in excess of Seven Million Dollars ($7,000,000.00) per event or series of related events, will be paid directly and repair taking all steps required by solely to Lender and Borrower acknowledges that each insurance company is authorized and directed to perfect make such payment directly and solely to Lender's first priority security interest therein, which replacement Collateral shall be and the insurance policies will so stipulate. All insurance proceeds may, subject to the terms sentence immediately below, be applied either to the reduction of the Obligations under this Agreement or to the restoration, repair, replacement or rebuilding of the portion of the Facility so damaged in such manner as Lender may determine, and any application thereof to the indebtedness will not release or relieve Borrower from making the payments or performing the other agreements and obligations herein required until the Obligations are paid in full. If no Event of Default has occurred and is continuing hereunder and provided that (a) the insurance proceeds, when combined with the portion of this Security AgreementLoan not yet disbursed, are sufficient in Lender’s judgment, after first deducting and paying the expenses, if any, incurred by Lender in the collection of the proceeds of the insurance, to otherwise pay all costs and expenses relating to such collection and to this Loan (including the payment of interest and other carrying costs) or (cb) on the first day payment is due on any Note following the Casualty Occurrenceif such proceeds are not sufficient as above provided, or if there is no such payment dateprovided that Borrower deposits with Lender, thirty (30) days after such Casualty Occurrence, pay to Lender an amount equal to the Balance Due (as defined below) for each lost or damaged item of Collateral. The Balance Due for each such item is the sum of: (i) all amounts for each item which may be then due or accrued to the payment date, plus (ii) as of such payment date, an amount equal to the product of the fraction specified below times the sum of all remaining payments under the respective Note, including the amount of such deficiency, as determined by Lender within ten (10) business days of demand therefor and further provided that the insurance company will not claim that, notwithstanding such payment to Lender, it had no liability to pay any mandatory or optional payment required or permitted some portion of such proceeds to be paid by Borrower to Lender at Borrower, then the maturity balance of the Note. The numerator proceeds, plus any amounts deposited by Borrower, will be held and disbursed by Lender, from time to time, for the purpose of the fraction shall be the collateral value (as set forth on the applicable Note) repair, restoration, building or rebuilding of the item and the denominator shall Facility in accordance with such procedures as may be the aggregate collateral value of all items under the Note. Upon the making of such payments, Lender shall release such item of Collateral from its lien hereunderestablished by Lender.

Loss or Damage. Borrower assumes the entire risk of loss to the Collateral through use, operation or otherwise. Borrower hereby indemnifies and holds harmless Lender from and against all claims, loss of Loan payments, costs, damages, and expenses relating to or resulting from any loss, damage or destruction of the Collateral, any such occurrence being hereinafter called a "Casualty Occurrence." No later than the first payment date following such Casualty Occurrence, or, if there is no such payment date, no later than thirty (30) days after such Casualty Occurrence, Borrower shall, at its election, either: (a) repair the Collateral returning it to good operating condition, or (b) replace the Collateral with Collateral acceptable to Lender in its reasonable discretion, in good condition and repair taking all steps required by Lender to perfect Lender's first priority security interest therein, therein and (which replacement Collateral shall be subject to the terms of this Security Agreement), or (c) on the first day payment is due on any Note following the Casualty Occurrence, or if there is no such payment date, thirty (30) days after such Casualty Occurrence, pay to Lender an amount equal to the Balance Due (as defined below) for each lost or damaged item of Collateral. The Balance Due for each such item is the sum of: (i) all amounts for each item which may be then due or accrued to the payment date, plus (ii) as of such payment date, an amount equal to the product of the fraction specified below times the sum of all remaining payments under the respective Note, including the amount of any mandatory or optional payment required or permitted to be paid by Borrower to Lender at the maturity of the Note. The numerator of the fraction shall be the collateral value (as set forth on the applicable Note) of the item and the denominator shall be the aggregate collateral value of all items under the Note. Upon the making of such payments, Lender shall release such item of Collateral from its lien hereunder.

Loss or Damage. Borrower assumes the entire risk In case of loss or damage by fire or otherwise to the Collateral through useReal Property or any part thereof, operation Borrower will forthwith notify Lender of same and Lender may make proof of such loss if the same is not promptly made by Borrower or otherwiseif Lender deem it desirable to do so. Borrower hereby indemnifies and holds harmless Lender from and against all claimsis authorized to adjust, loss of Loan payments, costs, damagescollect, and expenses relating to or resulting from any losscompromise, damage or destruction of the Collateral, any such occurrence being hereinafter called a "Casualty Occurrence." No later than the first payment date following such Casualty Occurrence, or, if there is no such payment date, no later than thirty (30) days after such Casualty Occurrence, Borrower shall, at its election, either: (a) repair the Collateral returning it to good operating condition, or (b) replace the Collateral with Collateral acceptable to Lender in its reasonable discretion, all claims under insurance policies covering the loss in good condition and repair taking all steps required by Lender question. All such insurance proceeds otherwise payable to perfect Lender's first priority security interest therein, which replacement Collateral Borrower shall be paid directly and solely to Lender and each insurance company is authorized and directed to make such payment directly and solely to Lender, and the insurance policies shall so stipulate. Notwithstanding anything to the contrary herein, provided no Event of Default has occurred, Borrower shall be entitled to compromise and settle, and retain the insurance proceeds from, any casualty loss of $100,000.00 or less as to an insured casualty loss for any given parcel of the Real Property but not to exceed an aggregate of $500,000.00 for the entire Property so long as Borrower provides written notice to Lender and uses any proceeds and any additional funds as may be required to fully restore the portion of the Property at issue. All insurance proceeds may, subject to the terms sentence immediately below, be applied either to the reduction of the indebtedness under this Agreement and the Notes, without prepayment premium or penalty of any kind, or to the restoration, repair, replacement or rebuilding of the portion of the Real Property so damaged in such manner as Lender may determine, and any application thereof to the indebtedness shall not release or relieve any Borrower from making the payments or performing the other agreements and obligations herein required until the indebtedness is paid in full. If and only so long as no Event of Default has occurred and is continuing hereunder and provided that the insurance proceeds, when combined with the portion of this Security AgreementLoan not yet disbursed, or are sufficient in Lender’s judgment, after first deducting and paying the expenses, if any, incurred by Lender in the collection of the proceeds Loan Agreement Loan Nos. 196914 and 196915 Gladstone Land Portfolio 75738955.8 0053564-00150 of the insurance, to otherwise pay all costs and expenses relating thereto and to this Loan (cincluding the payment of interest and other carrying costs) on the first day payment is due on any Note following the Casualty Occurrence, or if there is no such proceeds are not sufficient as above provided, provided that Borrower deposit with Lender, the amount of such deficiency, as determined by Lender within ten (10) Business Days of demand therefor and further provided that the Borrower shall not claim that, notwithstanding such payment dateto Lender, thirty (30) days after it had no liability to pay any or some portion of such Casualty Occurrenceproceeds to Lender, pay then the balance of the proceeds, plus any amounts deposited by Borrower, will be held and disbursed by Lender, from time to Lender an amount equal to time, for the Balance Due (purpose of the repair, restoration, building or rebuilding of the Real Property in accordance with Lender’s customary disbursement procedures as defined below) for each lost or damaged item of Collateral. The Balance Due for each such item is the sum of: (i) all amounts for each item which may be then due or accrued to the payment date, plus (ii) as of such payment date, an amount equal to the product of the fraction specified below times the sum of all remaining payments under the respective Note, including the amount of any mandatory or optional payment required or permitted to be paid by Borrower to Lender at the maturity of the Note. The numerator of the fraction shall be the collateral value (as set forth on the applicable Note) of the item and the denominator shall be the aggregate collateral value of all items under the Note. Upon the making of such payments, Lender shall release such item of Collateral from its lien hereunderin effect.

Loss or Damage. Borrower 10.1 Lessee assumes and shall bear the entire risk of loss loss, destruction, theft, taking of or damage to the Collateral through use, operation or otherwiseAircraft from any cause whatsoever. Borrower hereby indemnifies and holds harmless Lender from and against all claims, loss of Loan payments, costs, damages, and expenses relating Lessee shall promptly report to or resulting from Lessor in writing any loss, destruction, theft, taking of or damage to the Aircraft, and shall promptly provide to Lessor copies of all reports or destruction documents made or given by Lessee relating thereto. 10.2 In the event the Aircraft shall have been lost, destroyed, stolen or damaged to such an extent that the Manufacturer and/or Lessor determines that repair thereof is impractical, or in the event of a total taking of the CollateralAircraft (which term includes, without limitation, seizure, hijacking, condemnation, requisition or taking of possession of the Aircraft by any such occurrence being hereinafter called a "Casualty Occurrence." No later than the first payment date following such Casualty Occurrencegovernmental authority, ordomestic or foreign, if there is no such payment dateor any agency or political subdivision thereof), no later than thirty Lessee shall pay to Lessor or its Assignee within ninety (3090) days after such Casualty Occurrenceloss, Borrower shalldestruction, at its electiontheft, either: (a) repair the Collateral returning it to good operating conditiontaking or damage, or (b) replace the Collateral with Collateral acceptable to Lender in its reasonable discretion, in good condition and repair taking all steps required by Lender to perfect Lender's first priority security interest therein, which replacement Collateral shall be subject a sum equal to the terms of this Security AgreementStipulated Value stated in Exhibit “A” hereto, or (c) on the first day payment is due on any Note following the Casualty Occurrence, or if there is no such payment date, thirty (30) days after such Casualty Occurrence, pay to Lender plus an amount equal to any accrued rental payments due hereunder, plus all other sums payable under this Lease (including, but not limited to, the Balance Due (as defined below) for each lost or damaged item of Collateralsums payable under any indemnity provisions). The Balance Due for each such item is occurrence of any of the sum of: (i) all amounts for each item which above-identified incidents shall be deemed as a “Total Loss” of the Aircraft. Any nonpayment of insurance proceeds that may be then due or accrued hereunder will not excuse Lessee from its obligation to the payment date, plus (ii) as of such payment date, an amount equal to the product of the fraction specified below times the sum of all remaining payments under the respective Note, including the amount of any mandatory or optional payment required or permitted to be paid by Borrower to Lender at the maturity of the Note. The numerator of the fraction shall be the collateral value (pay Lessor as set forth on hereinabove. 10.3 To the applicable Note) extent that the loss, destruction, theft, taking or damage described in Article 10.2 is covered by insurance, all proceeds of such insurance shall be first applied by Lessor toward satisfaction of the item payments required to be made to Lessor or its Assignee pursuant to Article 10.2. Upon Lessor’s receipt of payment in full as required under Article 10.2, this Lease shall terminate (if Lessee is not then in default under this Lease) and Lessee shall become entitled to: (A) all remaining proceeds of insurance pertaining to the denominator Aircraft, and all rights and ownership in the insurance policies required under this Lease, except as to such policies insuring or covering liabilities of Lessor or any other person named as insured or covered thereby, caused by or arising out of or in connection with any events, matters or circumstances antedating or existing at the time of such termination; and (B) all of Lessor’s rights, title, duties and interest with regard to the Aircraft as they exist at the time of such termination, without warranty, express or implied, as to any matter whatsoever. LESSEE’S ACQUISITION OF TITLE TO THE AIRCRAFT SHALL BE “AS IS, WHERE IS, AND WITH ALL FAULTS”. FOLLOWING TRANSFER OF TITLE TO LESSEE, LESSOR SHALL NOT THEREAFTER BE LIABLE FOR ANY GENERAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR LOSS OF USE, LOSS OF PROFITS OR DIMINUTION OF MARKET VALUE, OR ANY DAMAGES CLAIMED BY THE LESSEE OR ANY OTHER PERSON OR ENTITY UPON THE THEORIES OF NEGLIGENCE OR STRICT LIABILITY IN TORT. Following Lessor’s transfer of title to Lessee, Lessee shall release, indemnify and hold Lessor harmless, together with its insurers, directors, officers, agents, employees and stockholders, from any and all claims, suits, litigations, judgments, costs, expenses, losses or damage whatsoever, including reasonable attorneys’ fees and expenses, arising out of or relating to any deaths, personal injury, sickness or condition, loss or destruction of property, and/or any loss of the time, or use of the Aircraft or other equipment, or loss of time of employment of persons in respect to any claimed loss, injury or damage for which liability might be imposed under any of the laws of any jurisdiction by reason of an accident involving the Aircraft. Lessor and Lessee agree to deliver such duly executed instruments as may be required to accomplish the foregoing. 10.4 If the Aircraft or any part or component thereof shall suffer any loss, destruction, theft, taking or damage, other than as set forth in Article 10.2 above, Lessee shall at its own expense promptly restore the Aircraft to a good and safe and airworthy condition, repair and working order, including, without limitation, replacing all equipment, parts or components of the Aircraft as shall have been lost, destroyed, stolen, taken or damaged with Manufacturer approved equipment, parts or components of equal or greater value. After any such repairs or replacements are completed, Lessee shall certify to Lessor that the Aircraft has been inspected by an FAA-authorized Inspector and has in effect a current FAA Certificate of Airworthiness. All insurance proceeds paid to Lessor as a result of such damage, pursuant to Article 9.1(A) hereof, shall be available to reimburse Lessee for the aggregate collateral value reasonable costs of all items required repairs, provided that no “Event of Default” (reference Article 13) has occurred and is continuing. 10.5 No loss, destruction, theft, taking of or damage to the Aircraft, however occurring and whether or not the same is covered by insurance, shall relieve Lessee of any of its obligations under the Note. Upon the making of such payments, Lender shall release such item of Collateral from its lien hereunderthis Lease.

Loss or Damage. Borrower assumes the entire risk of loss to the Collateral through use, operation or otherwise. Borrower hereby indemnifies and holds harmless Lender from and against all claims, loss of Loan payments, costs, damages, and expenses relating to or resulting from any loss, damage or destruction of the Collateral, any such occurrence being hereinafter called a "Casualty Occurrence." No later than the first payment date following such Notwithstanding any Casualty Occurrence, orthe Loan to which such casualtied item of Collateral is subject shall continue in full force and effect without any abatement in the monthly payment due. Borrower shall, if there is no such payment dateat its election, (a) no later than thirty (30) days after such Casualty Occurrence, Borrower shall, at its election, either: (a) Occurrence repair the Collateral returning it to good operating condition, or (b) no later than thirty (30) days after such Casualty Occurrence replace the Collateral with Collateral acceptable to Lender in its reasonable discretion, in good condition and repair taking all steps required by Lender to perfect Lender's first priority security interest thereintherein (subject to Permitted Liens), which replacement Collateral shall be subject to the terms of this Security Agreement, or (c) on the first day next regular monthly payment is due on any Note following the Casualty Occurrencedate which falls after such thirty (30) days, or if there is no such payment date, thirty (30) days after such Casualty Occurrence, Occurrence pay to Lender an amount equal to the Balance Due (as defined below) for each lost or damaged item of Collateral. The Balance Due for each such item is the sum of: (i) all amounts for each item which may be then due or accrued to the payment date, plus (ii) as of such payment date, an amount equal to the product of the fraction specified below times the sum of all remaining payments under the respective Note, including the amount of any mandatory or optional payment required or permitted to be paid by Borrower to Lender at the maturity of the NoteNote discounting to present value the amounts in (ii) at a rate of 6% per annum, compounded monthly on the basis of a 360 day year "Discount Rate"). The numerator of the fraction shall be the collateral value (as set forth on the applicable Note) of the item and the denominator shall be the aggregate collateral value of all items under the Note. Upon the making of such payments, Lender shall release such item of Collateral from its lien hereunder. Subject to Permitted Liens, all insurance proceeds from policies required to be maintained hereunder received by or payable to Lender on account of a Casualty Occurrence shall be released to the vendor of the replacement item of Collateral upon Borrower's request if (i) no Event of Default has occurred and is continuing hereunder, and (ii) Lender has received an invoice from the vendor describing the replacement item of Collateral. If Lender has received from Borrower the Balance Due and all other payments due with respect to the item Of Collateral which has suffered a Casualty Occurrence, all insurance proceeds received by Lender thereafter or payable on account of the Casualty Occurrence shall be paid to Borrower as it may direct.

Loss or Damage. Borrower assumes the entire risk of loss to the Collateral through use, operation or otherwise. Borrower hereby indemnifies and holds harmless Lender from and against all claims, loss of Loan payments, costs, damages, and expenses relating to or resulting from any loss, damage or destruction of the Collateral, any such occurrence being hereinafter called a "“Casualty Occurrence." No later than the first payment date following such ” Notwithstanding any Casualty Occurrence, orthe Loan to which such casualtied item of Collateral is subject shall continue in full force and effect without any abatement in the monthly payment due. Borrower shall, if there is no such payment dateat its election, (a) no later than thirty (30) days after such Casualty Occurrence, Borrower shall, at its election, either: (a) Occurrence repair the Collateral returning it to good operating condition, or (b) no later than thirty (30) days after such Casualty Occurrence replace the Collateral with Collateral acceptable to Lender in its reasonable discretion, in good condition and repair taking all steps required by Lender to perfect Lender's ’s first priority security interest therein, which replacement Collateral shall be subject to the terms of this Security Agreement, or (c) on the first day next regular monthly payment is due on any Note following the Casualty Occurrencedate which falls after such thirty (30) days, or if there is no such payment date, thirty (30) days after such Casualty Occurrence, Occurrence pay to Lender an amount equal to the Balance Due (as defined below) for each lost or damaged item of Collateral. The Balance Due for each such item is the sum of: (i) all amounts for each item which may be then due or accrued to the payment date, plus (ii) as of such payment date, an amount equal to the product of the fraction specified below times the sum of all remaining payments under the respective Note, including the amount of any mandatory or optional payment required or permitted to be paid by Borrower to Lender at the maturity of the NoteNote discounting to present value the amounts in (ii) at a rate of 6% per annum compounded monthly on the basis of a 360 day year (“Discount Rate”). The numerator of the fraction shall be the collateral value (as set forth on the applicable Note) of the item and the denominator shall be the aggregate collateral value of all items under the Note. Upon the making of such payments, Lender shall release such item of Collateral from its lien hereunder.

Loss or Damage. Borrower assumes shall advise Lender in writing within ten (10) days of the entire risk occurrence of loss to any material damage, loss, theft, destruction or governmental confiscation or appropriation of any item of the Collateral through use, operation or otherwise. Borrower hereby indemnifies (an “Event of Loss”) and holds harmless Lender from and against all claims, loss of Loan payments, costs, damages, and expenses relating to or resulting from any loss, damage or destruction of the Collateral, any circumstances and extent of such occurrence being hereinafter called a "Casualty Occurrence." No later than the first payment date following such Casualty Occurrence, or, if there is no such payment date, no later than Event of Loss. Within thirty (30) days after such Casualty Occurrencereceipt of notice from Lender, Borrower shall (at Lender’s option) either: (1) replace the item of Collateral having suffered the Event of Loss with equipment which is free and clear of all Liens and has a value and utility at least equal to the item of Collateral having suffered the Event of Loss, and such replacement collateral shall immediately be deemed “Collateral” hereunder and subject to the security interest granted by Borrower herein; or (2) prepay the Obligations to the extent attributable to the unpaid portion of the Obligations funded with respect to the item of Collateral, if applicable, having suffered the Event of Loss (as reasonably determined by Lender). If any item of Collateral is damaged and such damage can be repaired, Borrower shall (at its expense) promptly effect such repairs. Proceeds of insurance shall be paid to Lender with respect to such reparable damage to the Collateral and shall, at its electionthe election of Lender, either: (a) be applied either to the repair of the Collateral returning it by payment by Lender directly to good operating conditionthe party completing the repairs, or (b) replace to the reimbursement of Borrower for the cost of such repairs; provided, however, that Lender shall have no obligation to make such payment or any part thereof until receipt of such evidence as Lender shall deem satisfactory that such repairs have been completed, and further provided that Lender may apply such proceeds to the payment of any installment or other sum due or to become due under this Agreement if at the time such proceeds are received by Lender there shall have occurred and be continuing any Default or Event of Default. All accessories, parts and replacements for or which are added to or become attached to the Collateral with shall immediately be deemed incorporated in the Collateral acceptable to Lender in its reasonable discretion, in good condition and repair taking all steps required by Lender to perfect Lender's first priority security interest therein, which replacement Collateral shall be subject to the terms of this Security Agreement, or (c) on the first day payment is due on any Note following the Casualty Occurrence, or if there is no such payment date, thirty (30) days after such Casualty Occurrence, pay to Lender an amount equal to the Balance Due (as defined below) for each lost or damaged item of Collateral. The Balance Due for each such item is the sum of: (i) all amounts for each item which may be then due or accrued to the payment date, plus (ii) as of such payment date, an amount equal to the product of the fraction specified below times the sum of all remaining payments under the respective Note, including the amount of any mandatory or optional payment required or permitted to be paid security interest granted by Borrower to Lender at the maturity of the Note. The numerator of the fraction shall be the collateral value (as set forth on the applicable Note) of the item and the denominator shall be the aggregate collateral value of all items under the Noteherein. Upon the making of such paymentsreasonable advance notice, Lender shall release such item of have the right to inspect the Collateral from its lien hereunderand all maintenance records thereto, if any, at any reasonable time.

Loss or Damage. Borrower assumes shall advise Lender in writing within ten (10) days of the entire risk occurrence of loss to the Collateral through useany material damage, operation or otherwise. Borrower hereby indemnifies and holds harmless Lender from and against all claims, loss of Loan payments, costs, damages, and expenses relating to or resulting from any loss, damage theft, destruction or destruction governmental confiscation or appropriation of any item of the Collateral, any Equipment (an “Event of Loss”) and of the circumstances and extent of such occurrence being hereinafter called a "Casualty Occurrence." No later than the first payment date following such Casualty Occurrence, or, if there is no such payment date, no later than Event of Loss. Within thirty (30) days after such Casualty Occurrencereceipt of notice from Lender, Borrower shall (at Lender’s option) either: (1) replace the item of Equipment having suffered the Event of Loss with equipment which is free and clear of all Liens and has a value and utility at least equal to the item of Equipment having suffered the Event of Loss, and such replacement equipment shall immediately be deemed “Equipment” hereunder and subject to the security interest granted by Borrower herein; or (2) prepay the Obligations to the extent attributable to the unpaid portion of the Obligations funded with respect to the item of Equipment having suffered the Total Loss (as reasonably determined by Lender). If any item of Equipment is damaged and such damage can be repaired, Borrower shall (at its expense) promptly effect such repairs. Proceeds of insurance shall be paid to Lender with respect to such reparable damage to the Equipment and shall, at its electionthe election of Lender, either: (a) be applied either to the repair of the Collateral returning it Equipment by payment by Lender directly to good operating conditionthe party completing the repairs, or (b) replace to the Collateral with Collateral acceptable reimbursement of Borrower for the cost of such repairs; provided, however, that Lender shall have no obligation to make such payment or any part thereof until receipt of such evidence as Lender in its reasonable discretionshall deem satisfactory that such repairs have been completed, in good condition and repair taking all steps required further provided that Lender may apply such proceeds to the payment of any installment or other sum due or to become due under this Agreement if at the time such proceeds are received by Lender there shall have occurred and be continuing any Default or Event of Default. All accessories, parts and replacements for or which are added to perfect Lender's first priority security interest therein, which replacement Collateral or become attached to the Equipment shall immediately be deemed incorporated in the Equipment and subject to the terms of this Security Agreement, or (c) on the first day payment is due on any Note following the Casualty Occurrence, or if there is no such payment date, thirty (30) days after such Casualty Occurrence, pay to Lender an amount equal to the Balance Due (as defined below) for each lost or damaged item of Collateral. The Balance Due for each such item is the sum of: (i) all amounts for each item which may be then due or accrued to the payment date, plus (ii) as of such payment date, an amount equal to the product of the fraction specified below times the sum of all remaining payments under the respective Note, including the amount of any mandatory or optional payment required or permitted to be paid security interest granted by Borrower to Lender at the maturity of the Note. The numerator of the fraction shall be the collateral value (as set forth on the applicable Note) of the item and the denominator shall be the aggregate collateral value of all items under the Noteherein. Upon the making of such paymentsreasonable advance notice, Lender shall release such item of Collateral from its lien hereunderhave the right to inspect the Equipment and all maintenance records thereto, if any, at any reasonable time.

Loss or Damage. Borrower Lessee hereby assumes and shall bear the entire risk of loss (including theft, requisition of use, erasure or inoperability) or destruction of or damage to the Collateral through useSystem from any and every cause whatsoever, operation whether or otherwisenot insured, until the System is returned to Lessor. Borrower hereby indemnifies No such loss or damage shall relieve Lessee from any obligation under this Agreement or any Lease hereunder, which shall continue in full force and holds harmless Lender from and against all claims, loss effect. In the event of Loan payments, costs, damages, and expenses relating damage to or resulting from any loss, damage loss or destruction of the CollateralSystem (or any item thereof), any Lessee shall promptly notify Lessor in writing of such occurrence being hereinafter called a "Casualty Occurrence." No later than the first payment date following such Casualty Occurrence, or, if there is no such payment date, no later than thirty (30) days after such Casualty Occurrence, Borrower fact and shall, at its electionthe option of Lessor, either: (a) repair place the Collateral returning it to same in good operating conditionrepair, or condition and working order, (b) replace the Collateral Software and/or Equipment with Collateral like Software and/or Equipment in good repair, condition and working order, acceptable to Lender in its reasonable discretionLessor and transfer clear title to or a right to use, in good condition and repair taking all steps required by Lender as appropriate, such Software and/or replacement Equipment to perfect Lender's first priority security interest thereinLessor, which replacement Collateral whereupon such Software and/or Equipment shall be subject to the terms of this Security AgreementLease and be deemed the System to purposes hereof, or (c) on the due date for the next Lease Payment or upon the expiration of the Lease, whichever first day payment is due on any Note following the Casualty Occurrence, or if there is no such payment date, thirty (30) days after such Casualty Occurrenceoccurs, pay to Lender an amount equal to the Balance Due (as defined below) for each lost or damaged item of Collateral. The Balance Due for each such item is the sum ofLessor: (i) all amounts for each item which the Stipulated Loss Value therefor as may be specified in the Lease plus all Lease Payments then due due, or accrued to if the payment dateLease does not provide for Stipulated Loss Values, plus (ii) as the present value of such the total of all unpaid Lease Payments for the entire Lease Term plus the estimated fair market value of the System at the end of the originally scheduled Lease Term or the agreed upon purchase option price, if any, all of which shall be discounted to the date of payment date, by Lessee at an amount annual rate equal to the product lesser of six percent (6%) or the rate then available for United States Treasury obligations having an average life equal to the remaining Lease Term ("Present Value Rate"), whereupon the Lease shall terminate with respect thereto. All proceeds of insurance received by Lessor as a result of such loss or damage shall, where applicable, be applied toward the replacement or repair of the fraction specified below times System or the sum of all remaining payments under the respective Note, including the amount of any mandatory or optional payment required or permitted to be paid by Borrower to Lender at the maturity of the Note. The numerator obligations of the fraction shall be the collateral value (as set forth on the applicable Note) of the item and the denominator shall be the aggregate collateral value of all items under the Note. Upon the making of such payments, Lender shall release such item of Collateral from its lien Lessee hereunder.

Loss or Damage. Borrower assumes the entire risk of loss to the Collateral through use, operation or otherwise. Borrower hereby indemnifies and holds harmless Lender from and against all claims, loss of Loan payments, costs, damages, and expenses relating to or resulting from any loss, damage or destruction of the Collateral, any such occurrence being hereinafter called a "Casualty Occurrence." No later than the first payment date following such Casualty Occurrence, or, if there is no such payment date, no later than thirty (30) days after such Casualty Occurrence, Borrower shall, at its election, either: (a) repair the Collateral returning it to good operating condition, or (b) replace the Collateral with Collateral acceptable to Lender in its reasonable discretion, in good condition and repair taking all steps required by Lender to perfect Lender's first priority security interest therein, which replacement Collateral shall be subject to the terms of this Security Agreement, or (c) on the first day payment is due on any Note following the Casualty Occurrence, or if there is no such payment date, thirty (30) days after such Casualty Occurrence, pay to Lender an amount equal to the Balance Due (as defined below) for each lost or damaged item of Collateral. The Balance Due for each such item is the sum of: of (i) all amounts for each item which may be then due or accrued to the payment date, plus (ii) as of such payment date, an amount equal to the product of the fraction specified below times the sum of all remaining payments under the respective Note, including the amount of any mandatory or optional payment required or permitted to be paid by Borrower to Lender at the maturity of the Note. The numerator of the fraction shall be the collateral value (as set forth on the applicable Note) of the item and the denominator shall be the aggregate collateral value of all items item under the Note. Upon the making of such payments, Lender shall release such item of Collateral from its lien hereunder.

Loss or Damage. Borrower assumes the entire risk of loss to the Collateral through use, operation or otherwise. Borrower hereby indemnifies and holds harmless Lender from and against all claims, loss of Loan payments, costs, damages, and expenses relating to or resulting from any loss, damage or destruction of the Collateral, any such occurrence being hereinafter called a "Casualty Occurrence." No later than the first payment date following such Casualty Occurrence, or, if there is no such payment date, no later than thirty (30) days after such Casualty Occurrence, Borrower Borrower, shall, at its election, either: (a) repair the Collateral returning it to good operating condition, or (b) replace the Collateral with Collateral acceptable to Lender in its reasonable discretion, in good condition and repair taking all steps required by Lender to perfect Lender's first priority security interest therein, which replacement Collateral shall be subject to the terms of this Security Agreement, or (c) on the first day payment is due on any Note following the Casualty Occurrence, or if there is no such payment date, thirty (30) days after such Casualty Occurrence, pay to Lender an amount equal to the Balance Due (as defined below) for each lost or damaged item of Collateral. The Balance Due for each such item is the sum ofof : (iI) all amounts for each item which may be then due or accrued to the payment date, plus (ii) as of such payment date, an amount equal to the product of the fraction specified below times the sum of all remaining payments under the respective Note, including the amount of any mandatory or optional payment required or permitted to be paid by Borrower to Lender at the maturity of the Note. The numerator of the fraction shall be the collateral value (as set forth on the applicable Note) of the item and the denominator shall be the aggregate collateral value of all items under the Note. Upon the making of such payments, Lender shall release such item of Collateral from its lien hereunder.

Loss or Damage. Borrower Lessee hereby assumes and shall bear the entire risk of loss (including theft, requisition of use, erasure or inoperability) or destruction of or damage to the Collateral through useEquipment from any and every cause whatsoever, operation whether or otherwisenot insured, until the Equipment is returned to Lessor. Borrower hereby indemnifies No such loss or damage shall relieve Lessee from any obligation under this Agreement or any Lease hereunder, which shall continue in full force and holds harmless Lender from and against all claims, loss effect. In the event of Loan payments, costs, damages, and expenses relating damage to or resulting from any loss, damage loss or destruction of the CollateralEquipment (or any part thereof), any Lessee shall promptly notify Lessor in writing of such occurrence being hereinafter called a "Casualty Occurrence." No later than the first payment date following such Casualty Occurrence, or, if there is no such payment date, no later than thirty (30) days after such Casualty Occurrence, Borrower fact and shall, at its electionthe option of Lessor, either: (a) repair restore the Collateral returning it same to good operating conditionrepair, or condition and working order, (b) replace the Collateral Equipment with Collateral like equipment in good repair, condition and working order, acceptable to Lender in its reasonable discretionLessor and transfer clear title to or a right to use, in good condition and repair taking all steps required by Lender as appropriate, such replacement Equipment to perfect Lender's first priority security interest thereinLessor, which replacement Collateral whereupon such Equipment shall be subject to the terms of this Security AgreementLease and be deemed the Equipment for purposes hereof, or (c) on the due date for the next Lease Payment or upon the expiration of the Lease, whichever first day payment is due on any Note following the Casualty Occurrence, or if there is no such payment date, thirty (30) days after such Casualty Occurrenceoccurs, pay to Lender an amount equal to the Balance Due (as defined below) for each lost or damaged item of Collateral. The Balance Due for each such item is the sum ofLessor: (i) all amounts for each item which the stipulated loss value therefor as may be specified in the Lease ("Stipulated Loss Value") plus all Lease Payments then due due, or accrued to the payment date, plus (ii) as if the Lease does not provide for Stipulated Loss Value, the present value of such the total of all unpaid Lease Payments for the entire Lease Term plus the estimated fair market value of the Equipment at the end of the originally scheduled Lease Term or the agreed upon purchase option price, if any, all of which shall be discounted to the date of payment date, by Lessee at an amount annual rate equal to the product lesser of six percent (6%) or the rate then available for United States Treasury obligations having an average life equal to the remaining Lease Term ("Present Value Rate"), whereupon the Lease shall terminate with respect thereto. All proceeds of insurance received by Lessor as a result of such loss or damage shall, where applicable, be applied toward the replacement or repair of the fraction specified below times Equipment or the sum of all remaining payments under the respective Note, including the amount of any mandatory or optional payment required or permitted to be paid by Borrower to Lender at the maturity of the Note. The numerator obligations of the fraction shall be the collateral value (as set forth on the applicable Note) of the item and the denominator shall be the aggregate collateral value of all items under the Note. Upon the making of such payments, Lender shall release such item of Collateral from its lien Lessee hereunder.