Common use of Policies Clause in Contracts

Policies. All insurance policies shall be written with insurance companies and shall be in form reasonably satisfactory to Landlord. All insurance policies shall name Landlord as an additional insured and loss payee as its interest may appear and shall provide that they may not be terminated or modified in any way which would materially decrease the protection afforded Landlord under this Lease without thirty (30) days’ advance written notice to Landlord. All policies shall also contain an endorsement that Landlord, although named as an additional insured, shall nevertheless be entitled to recover for damages caused by the negligence of Tenant. The minimum limits of insurance specified in this Article IX shall in no way limit or diminish Tenant’s liability under this Lease. Upon Tenant’s default in obtaining or delivering the certificates for any such insurance or Tenant’s failure to pay the charges therefor, Landlord may, at its option, on or after the tenth (10th) day after written notice thereof is given to Tenant, procure or pay the charges for any such policy or policies and the total cost and expense (including reasonable attorneys’ fees) thereof shall be immediately paid by Tenant to Landlord as Additional Rent upon receipt of a bxxx therefor, and any amount not so paid shall bear interest at the Default Interest Rate from the date advanced. Any minimum amount of coverage specified above shall be subject to increase at any time, and from time to time, if Landlord shall reasonably deem same to be necessary for adequate protection. Within thirty (30) days after demand by Landlord that the minimum amount of any coverage be so increased, Tenant shall furnish Landlord with evidence of Tenant’s compliance with such demand. Tenant may maintain the insurance required under this Section 9 as part of a blanket policy covering all of Tenant’s property and business, provided that the coverages required under Section 9.1 are maintained.

Policies. All policies of insurance policies (the "POLICIES") required pursuant to Section 7.1.1 shall (i) be written issued by companies approved by Lender and licensed to do business in the State, with insurance companies a claims paying ability rating of "AA" or better by S&P (and shall be the equivalent by any other Rating Agency) and a rating of A:X or better in form reasonably satisfactory to Landlord. All insurance policies shall the current Best's Insurance Reports; (ii) name Landlord Lender and its successors and/or assigns as their interest may appear as the mortgagee (in the case of property insurance) or an additional insured (in the case of liability insurance); (iii) contain (in the case of property insurance) a Non-Contributory Standard Mortgagee Clause and loss payee a Lender's Loss Payable Endorsement, or their equivalents, naming Lender as the person to which all payments made by such insurance company shall be paid; (iv) contain a waiver of subrogation against Lender; (v) be assigned and the originals thereof delivered to Lender; (vi) contain such provisions as Lender deems reasonably necessary or desirable to protect its interest may appear and interest, including (A) endorsements providing that neither any Borrower, Lender nor any other party shall provide be a co-insurer under the Policies, (B) that they may not be terminated or modified in any way which would materially decrease the protection afforded Landlord under this Lease without thirty (30) Lender shall receive at least 30 days’ advance ' prior written notice to Landlord. All policies shall also contain an endorsement that Landlord, although named as an additional insured, shall nevertheless be entitled to recover for damages caused by the negligence of Tenant. The minimum limits of insurance specified in this Article IX shall in no way limit or diminish Tenant’s liability under this Lease. Upon Tenant’s default in obtaining or delivering the certificates for any such insurance or Tenant’s failure to pay the charges therefor, Landlord may, at its option, on or after the tenth (10th) day after written notice thereof is given to Tenant, procure or pay the charges for any such policy or policies and the total cost and expense (including reasonable attorneys’ fees) thereof shall be immediately paid by Tenant to Landlord as Additional Rent upon receipt of a bxxx therefor, and any amount not so paid shall bear interest at the Default Interest Rate from the date advanced. Any minimum amount of coverage specified above shall be subject to increase at any time, and from time to time, if Landlord shall reasonably deem same to be necessary for adequate protection. Within thirty (30) days after demand by Landlord that the minimum amount of any coverage be so increasedmodification, Tenant shall furnish Landlord with evidence reduction or cancellation of Tenant’s compliance with such demand. Tenant may maintain any of the insurance required under this Section 9 as part of a blanket policy covering all of Tenant’s property Policies, (C) an agreement whereby the insurer waives any right to claim any premiums and businesscommissions against Lender, provided that the coverages policy need not waive the requirement that the premium be paid in order for a claim to be paid to the insured and (D) providing that Lender is permitted to make payments to effect the continuation of such policy upon notice of cancellation due to non-payment of premiums; (vii) in the event any insurance policy (except for general public and other liability and workers compensation insurance) shall contain breach of warranty provisions, such policy shall provide that with respect to the interest of Lender, such insurance policy shall not be invalidated by and shall insure Lender regardless of (A) any act, failure to act or negligence of or violation of warranties, declarations or conditions contained in such policy by any named insured, (B) the occupancy or use of the premises for purposes more hazardous than permitted by the terms thereof, or (C) any foreclosure or other action or proceeding taken by Lender pursuant to any provision of the Loan Documents; and (viii) be satisfactory in form and substance to Lender and approved by Lender as to amounts, form, risk coverage, deductibles, loss payees and insureds. Borrowers shall pay the premiums for such Policies (the "INSURANCE PREMIUMS") as the same become due and payable and furnish to Lender evidence of the renewal of each of the Policies together with (unless such Insurance Premiums have been paid by Lender pursuant to Section 3.3) receipts for or other evidence of the payment of the Insurance Premiums reasonably satisfactory to Lender. If Borrowers do not furnish such evidence and receipts at least 30 days prior to the expiration of any expiring Policy, then Lender may, but shall not be obligated to, procure such insurance and pay the Insurance Premiums therefor, and Borrowers shall reimburse Lender for the cost of such Insurance Premiums promptly on demand, with interest accruing at the Default Rate. Borrowers shall deliver to Lender a certified copy of each Policy within 30 days after its effective date. Within 30 days after request by Lender, Borrowers shall obtain such increases in the amounts of coverage required under Section 9.1 are maintainedhereunder as may be reasonably requested by Lender, taking into consideration changes in the value of money over time, changes in liability laws, changes in prudent customs and practices, and the like.

Policies. All insurance policies Insurance required hereunder shall be written by companies rated AX or better in "Best's Insurance Guide" licensed to do business in the state in which the Premises are located and acceptable to Landlord and the holder of any mortgage or deed of trust on the Premises or any part or portion thereof. Tenant shall deliver to Landlord copies of policies of such insurance or certificates evidencing the existence and amounts of such insurance with insurance companies and shall be in form reasonably loss payable clauses satisfactory to Landlord. All insurance policies No such policy shall name Landlord as an additional insured and loss payee as its interest may appear and shall provide that they may not be terminated cancelable or modified in any way which would materially decrease the protection afforded Landlord under this Lease without subject to reduction of coverage or other modification except after thirty (30) days’ advance days written notice to Landlord. All policies Tenant shall, within ten (10) days of the expiration of such policies, furnished Landlord with renewals or "binders" thereof, or Landlord may order such insurance and charge the cost thereof to Tenant, which amount shall also contain an endorsement that Landlord, although named as an additional insured, shall nevertheless be entitled to recover for damages caused payable by Tenant upon demand. Each such policy or certificate therefor issued by the negligence insurer shall to the extent obtainable contain (i) a provision that no act or omission of Tenant. The minimum limits Tenant which would otherwise result in forfeiture or reduction of the insurance specified in this Article IX therein provided shall in no way affect or limit or diminish Tenant’s liability under this Lease. Upon Tenant’s default in obtaining or delivering the certificates for any such obligation of the insurance or Tenant’s failure company to pay the charges therefor, Landlord may, at its option, on or after amount of any loss sustained and (ii) an agreement by the tenth (10th) day after written notice thereof is given to Tenant, procure or pay the charges for any insurer that such policy or policies and the total cost and expense (including reasonable attorneys’ fees) thereof shall not be immediately paid by Tenant to Landlord as Additional Rent upon receipt of a bxxx therefor, and any amount not so paid shall bear interest canceled without at the Default Interest Rate from the date advanced. Any minimum amount of coverage specified above shall be subject to increase at any time, and from time to time, if Landlord shall reasonably deem same to be necessary for adequate protection. Within least thirty (30) days after demand prior written notice by Landlord that registered mail to Landlord. Tenant shall not do or permit to be done anything which shall invalidate the minimum amount insurance policies referred to herein. If Tenant shall fail to procure and maintain any insurance required to be maintained by it by virtue of any coverage provision of this paragraph, Landlord may, but shall not be so increasedrequired to, Tenant shall furnish Landlord with evidence procure and maintain the same, but at the expense of Tenant’s compliance with such demand. Tenant may maintain the insurance required under this Section 9 as part of a blanket policy covering all of Tenant’s property and business, provided that the coverages required under Section 9.1 are maintained.

Policies. All insurance policies shall (i) be written with insurance companies and shall be authorized to do business in form reasonably satisfactory the State of Illinois, acceptable to Landlord. All insurance policies shall , with a minimum A.M. Best rating of A-VII; (ii) name Landlord and Landlord’s mortgagee, if any, as an additional insured and loss payee as its interest their respective interests may appear and shall contain an Additional Insured Endorsement CG2011 11 85 or its equivalent; (iii) state that the insurance is primary and that the insurer shall not be required to seek contribution from any other insurance available to additional insureds; (iv) provide that they said policies may not be terminated or modified in any way which would materially decrease the protection afforded Landlord under this Lease without thirty (30) days’ days advance written notice to LandlordLandlord and its mortgagee, if any; (v) provide that Landlord and its mortgagee, if any, shall receive written notice of non payment of all insurance premiums due and have the right to cure such non payment within ten (10) days after the receipt of said written notice; (vi) provide defense expense in addition to the limit of liability stated in the policy and (vii) contain a waiver of subrogation endorsement. All policies Tenant shall also contain an endorsement that furnish to Landlord, although named as an additional insuredprior to the Commencement Date, shall nevertheless such insurance required to be entitled carried by Tenant, and thereafter at least fifteen (15) days prior to recover for damages caused by the negligence expiration of Tenant. The minimum limits each such policy, certificates of insurance for any required insurance. If Tenant fails to submit such policies or certificates to Landlord within the specified time, or otherwise fails to obtain and maintain insurance coverages in accordance with this Article IX, then Landlord, at Landlord’s sole option may, but shall not be obligated to, procure such insurance on behalf of, and at the expense of, the Tenant, and if Landlord exercises such right and expends any funds to obtain such insurance, Tenant shall reimburse Landlord for such amounts upon demand, and such amounts shall constitute Additional Rent. Such a failure by Tenant to procure and deliver insurance as required by this Article IX shall in no way limit or diminish constitute a default hereunder, and such default shall not be cured by Landlord’s election to procure insurance on Tenant’s liability under this Lease. Upon Tenant’s default in obtaining or delivering the certificates for any such insurance or Tenant’s failure to pay the charges therefor, Landlord may, at its option, on or after the tenth (10th) day after written notice thereof is given to Tenant, procure or pay the charges for any such policy or policies and the total cost and expense (including reasonable attorneys’ fees) thereof shall be immediately paid by Tenant to Landlord as Additional Rent upon receipt of a bxxx therefor, and any amount not so paid shall bear interest at the Default Interest Rate from the date advanced. Any minimum amount of coverage specified above shall be subject to increase at any time, and from time to time, if Landlord shall reasonably deem same to be necessary for adequate protection. Within thirty (30) days after demand by Landlord that the minimum amount of any coverage be so increased, Tenant shall furnish Landlord with evidence of Tenant’s compliance with such demand. Tenant may maintain the insurance required under this Section 9 as part of a blanket policy covering all of Tenant’s property and business, provided that the coverages required under Section 9.1 are maintainedbehalf.

Policies. All insurance policies shall be written with insurance companies and shall be in form reasonably satisfactory to Landlord. All insurance policies shall name Landlord as an additional insured and loss payee as its interest may appear and shall provide that they may not be terminated or modified in any way which would materially decrease the protection afforded Landlord under this Lease without thirty (30) days’ advance written notice to Landlord. All policies shall also contain an endorsement that Landlord, although named as an additional insured, shall nevertheless be entitled to recover for damages caused by the negligence of Tenant. The minimum limits of insurance specified in this Article IX shall in no way limit or diminish Tenant’s liability under this Lease. Upon Tenant’s default in obtaining or delivering the certificates for any such insurance or Tenant’s failure to pay the charges therefor, Landlord may, at its option, on or after the tenth (10th) day after written notice thereof is given to Tenant, procure or pay the charges for any such policy or policies and the total cost and expense (including reasonable attorneys’ fees) thereof shall be immediately paid by Tenant to Landlord as Additional Rent upon receipt of a bxxx xxxx therefor, and any amount not so paid shall bear interest at the Default Interest Rate from the date advanced. Any minimum amount of coverage specified above shall be subject to increase at any time, and from time to time, if Landlord shall reasonably deem same to be necessary for adequate protection. Within thirty (30) days after demand by Landlord that the minimum amount of any coverage be so increased, Tenant shall furnish Landlord with evidence of Tenant’s compliance with such demand. Tenant may maintain the insurance required under this Section 9 as part of a blanket policy covering all of Tenant’s property and businessbusinesses, provided that the coverages required under Section 9.1 are maintained.

Policies. Tenant shall purchase, at its own expense, and keep in force at all times during this Lease the policies of insurance set forth below (collectively, “Tenant’s Policies”). All Tenant’s Policies shall (a) be issued by an insurance policies shall be written company with insurance companies a Best rating of A or better and otherwise reasonably acceptable to Landlord and shall be licensed to do business in form reasonably satisfactory the state in which the Premises is located; (b) provide that said insurance shall not be canceled or materially modified unless 30 days’ prior written notice shall have been given to Landlord; (c) provide for deductible amounts that are reasonably acceptable to Landlord (and its lender, if applicable); and (d) otherwise be in such form, and include such coverages, as Landlord may reasonably require provided the same are normally and customarily required by prudent owners of industrial property or their lenders. All insurance policies The Tenant’s Policies described in Sections 10.2(i) and 10.2(ii) below shall (1) provide coverage on an occurrence basis; (2) except as otherwise specifically provided below, name Landlord and First Industrial, L.P. (and Landlord’s lender, if applicable) as an additional insured and loss payee as its interest may appear and shall insureds; (3) provide that they may not be terminated or modified in any way which would materially decrease coverage, to the protection afforded Landlord under this Lease without thirty (30) days’ advance written notice to Landlord. All policies shall also contain an endorsement that Landlordextent insurable, although named as an additional insured, shall nevertheless be entitled to recover for damages caused by the negligence indemnity obligations of Tenant. The minimum limits of insurance specified in this Article IX shall in no way limit or diminish Tenant’s liability Tenant under this Lease. Upon ; (4) contain a separation of insured parties provision (under Tenant’s default in obtaining commercial general or delivering the certificates for any such insurance or excess liability policy, but not under Tenant’s failure to pay the charges thereforcommercial property insurance policy); (5) be primary, not contributing with, and not in excess of, coverage that Landlord maymay carry; and (6) provide coverage with no exclusion for a pollution incident arising from a hostile fire. All Tenant’s Policies (or, at its Landlord’s option, on Certificates of Insurance and applicable endorsements, including, without limitation, an “Additional Insured-Managers or after Landlords of Premises” endorsement) shall be delivered to Landlord prior to the tenth (10th) day after written notice thereof is given to Tenant, procure or pay the charges for any such policy or policies Commencement Date and the total cost and expense (including reasonable attorneys’ fees) renewals thereof shall be immediately paid by delivered to Landlord’s Corporate and Regional Notice Addresses at least 30 days prior to the applicable expiration date of each Tenant’s Policy. In the event that Tenant to Landlord as Additional Rent upon receipt of a bxxx thereforfails, and any amount not so paid shall bear interest at the Default Interest Rate from the date advanced. Any minimum amount of coverage specified above shall be subject to increase at any time, and time or from time to time, if to comply with the requirements of the preceding sentence, Landlord may (i) order such insurance and charge the cost thereof to Tenant, which amount shall reasonably deem same be payable by Tenant to be necessary Landlord upon demand, as Additional Rent or (ii) impose on Tenant, as Additional Rent, a monthly delinquency fee, for adequate protectioneach month during which Tenant fails to comply with the foregoing obligation, in an amount equal to three percent (3%) of the Base Rent then in effect. Within thirty (30) days after demand by Tenant shall give prompt notice to Landlord that the minimum amount and Agent of any coverage be so increasedbodily injury, Tenant shall furnish Landlord with evidence of Tenant’s compliance with such demand. Tenant may maintain death, personal injury, advertising injury or property damage occurring in and about the insurance required under this Section 9 as part of a blanket policy covering all of Tenant’s property and business, provided that the coverages required under Section 9.1 are maintainedPremises.

Policies. All Unless otherwise approved by Lender in writing in advance of placement, all policies of insurance policies (the "Policies") required pursuant to Section 7.1.1 shall (i) be issued by companies approved by Lender and licensed to do business in the State, with a claims paying ability rating of "A" or better by S&P, and a rating of A:X or better in the current Best's Insurance Reports; (ii) contain a waiver of subrogation against Lender; (iii) be assigned and the originals thereof delivered to Lender; (iv) contain such provisions as Lender deems reasonably necessary or desirable to protect its interest, including (A) endorsements providing that neither Borrower, Lender nor any other party shall be written with insurance companies and a co-insurer under the Policies, (B) that Lender shall be in form reasonably satisfactory to Landlord. All insurance policies shall name Landlord as an additional insured and loss payee as its interest may appear and shall provide that they may not be terminated or modified in any way which would materially decrease the protection afforded Landlord under this Lease without thirty (30) receive at least 30 days’ advance ' prior written notice to Landlord. All policies shall also contain an endorsement that Landlord, although named as an additional insured, shall nevertheless be entitled to recover for damages caused by the negligence of Tenant. The minimum limits of insurance specified in this Article IX shall in no way limit or diminish Tenant’s liability under this Lease. Upon Tenant’s default in obtaining or delivering the certificates for any such insurance or Tenant’s failure to pay the charges therefor, Landlord may, at its option, on or after the tenth (10th) day after written notice thereof is given to Tenant, procure or pay the charges for any such policy or policies and the total cost and expense (including reasonable attorneys’ fees) thereof shall be immediately paid by Tenant to Landlord as Additional Rent upon receipt of a bxxx therefor, and any amount not so paid shall bear interest at the Default Interest Rate from the date advanced. Any minimum amount of coverage specified above shall be subject to increase at any time, and from time to time, if Landlord shall reasonably deem same to be necessary for adequate protection. Within thirty (30) days after demand by Landlord that the minimum amount of any coverage be so increasedcancellation of any of the Policies, Tenant shall furnish Landlord with evidence of Tenant’s compliance with such demand. Tenant may maintain (C) an agreement whereby the insurance required under this Section 9 as part of a blanket policy covering all of Tenant’s property insurer waives any right to claim any premiums and businesscommissions against Lender, provided that the coverages policy need not waive the requirement that the premium be paid in order for a claim to be paid to the insured and (D) providing that Lender is permitted to make payments to effect the continuation of such policy upon notice of cancellation due to non-payment of premiums; (v) in the event any insurance policy (except for general public and other liability and workers compensation insurance) shall contain breach of warranty provisions, such policy shall provide that with respect to the interest of Lender, such insurance policy shall not be invalidated by and shall insure Lender regardless of (A) any act, failure to act or negligence of or violation of warranties, declarations or conditions contained in such policy by any named insured, (B) the occupancy or use of the premises for purposes more hazardous than permitted by the terms thereof, or (C) any foreclosure or other action or proceeding taken by Lender pursuant to any provision of the Loan Documents; and (vi) be satisfactory in form and substance to Lender and approved by Lender as to amounts, form, risk coverage, deductibles, loss payees and insureds. Borrower shall pay the premiums for such Policies (the "Insurance Premiums") as the same become due and payable and furnish to Lender evidence of the renewal of each of the Policies together with (unless such Insurance Premiums have been paid by Lender pursuant to Section 3.3) receipts for or other evidence of the payment of the Insurance Premiums reasonably satisfactory to Lender. If Borrower does not furnish such evidence and receipts at least 30 days prior to the expiration of any expiring Policy, then Lender may, but shall not be obligated to, procure such insurance and pay the Insurance Premiums therefor, and Borrower shall reimburse Lender for the cost of such Insurance Premiums promptly on demand, with interest accruing at the Default Rate. Within 30 days after request by Lender, Borrower shall obtain such increases in the amounts of coverage required under Section 9.1 are maintainedhereunder as may be reasonably requested by Lender, taking into consideration changes in the value of money over time, changes in liability laws, changes in prudent customs and practices, and the like.

Policies. All policies of the insurance policies provided for in Section 12.01 shall be written with insurance companies and shall be issued in form reasonably satisfactory acceptable to LandlordLandlord by responsible insurance companies (with an AM Best rating of no less than A-, VIII) authorized to do business in the State of Virginia. All insurance policies Each and every such policy: (i) shall name Landlord Landlord, Tenant and any Mortgagee of Landlord, as an additional insured (or mortgagee, as applicable) as their respective interests may appear. In addition, the coverage described in Section 12.01 (ii) shall also name Tenant, Landlord and its Mortgagee as loss payee as its interest their respective interests may appear appear; (ii) shall be described as to coverage and shall provide that they may not be terminated or modified amounts in any way which would materially decrease the protection afforded Landlord under this Lease without thirty (30) days’ advance written notice to Landlord. All policies shall also contain an endorsement that Landlord, although named as an additional insured, shall nevertheless be entitled to recover for damages caused by the negligence of Tenant. The minimum limits a certificate of insurance specified in this Article IX shall in no way limit from the appropriate insurance carrier delivered to Landlord on or diminish Tenant’s liability under prior to the Commencement Date of this Lease. Upon Tenant’s default in obtaining Certificates of insurance which evidence the continued, renewed or delivering the certificates for any such replaced insurance or Tenant’s failure to pay the charges therefor, Landlord may, at its option, on or after the tenth (10th) day after written notice thereof is given to Tenant, procure or pay the charges for any such policy or policies and the total cost and expense (including reasonable attorneys’ fees) thereof required hereunder shall be immediately paid procured by Tenant and delivered to Landlord as Additional Rent upon receipt of a bxxx therefor, and any amount not so paid shall bear interest at the Default Interest Rate from the date advanced. Any minimum amount of coverage specified above shall be subject to increase at any time, and from time to time, if Landlord shall reasonably deem same to be necessary for adequate protection. Within within thirty (30) days after demand by Landlord prior to the expiration of such policies, describing coverage and amounts applicable under this Lease and as reflected in such policies; (iii) shall contain a provision that the minimum amount insurer will give to Landlord and such other parties in interest at least thirty (30) days notice in writing in advance of cancellation for non-payment of premiums; and (iv) shall be written as a primary policy which does not contribute to and is not in excess of coverage which Landlord may carry. Any insurance provided for in Section 12.01 may be maintained by means of a policy or policies of blanket insurance, covering additional items or locations or insureds, provided, however, that Landlord and any coverage other parties in interest as designated in this Lease shall be so increasednamed as an additional insured thereunder as their interests may appear, Tenant shall furnish Landlord with evidence of Tenant’s compliance with such demand. Tenant may maintain and the insurance required under requirements set forth in this Section 9 as part of a blanket policy covering all of Tenant’s property and business, provided that the coverages required under Section 9.1 12.01 are maintainedotherwise satisfied.

Policies. All insurance policies shall be written with insurance companies and shall be in form reasonably satisfactory to Landlord. All insurance policies shall name Landlord as an additional insured and loss payee as its interest may appear and shall provide that they may not be terminated or modified in any way which would materially decrease the protection afforded Landlord under this Lease without thirty (30) days’ advance written notice to Landlord. All policies shall also contain an endorsement that Landlord, although named as an additional insured, shall nevertheless be entitled to recover for damages caused by the negligence of Tenant. The minimum limits of insurance specified in this Article IX shall in no way limit or diminish Tenant’s liability under this Lease. Upon Tenant’s default in obtaining or delivering the tie certificates for any such insurance or Tenant’s failure to pay the charges therefortherefore, Landlord may, at its option, on or after the tenth (10th) day after written notice thereof is given to Tenant, procure or pay the charges for any such policy or policies and the total cost and expense (‘including reasonable attorneys’ fees) thereof shall be immediately paid by Tenant to Landlord as Additional Rent upon receipt of a bxxx thereforxxxx therefore, and any amount not so paid shall bear interest at the Default Interest Rate from the date advanced. Any minimum amount of coverage specified above shall be subject to increase at any time, and from time to time, if Landlord shall reasonably deem same to be necessary for adequate protection. Within thirty (30) days after demand by Landlord that the minimum amount of any coverage be so increased, Tenant shall furnish Landlord with evidence of Tenant’s compliance with such demand. Tenant may maintain the insurance required under this tins Section 9 as part of a blanket policy covering all of Tenant’s property and businessbusinesses, provided that the coverages coverage required under Section 9.1 are maintained.

Policies. All insurance policies shall be written with insurance companies and shall be in form reasonably satisfactory to Landlord. All insurance policies shall name Landlord as an additional insured and loss payee as its interest their respective interests may appear and shall provide that they may not be terminated or modified in any way which would materially decrease the protection afforded Landlord under this Lease without thirty sixty (3060) days’ ' advance written notice to Landlord. All policies shall also contain an endorsement that Landlord, although named as an additional insured, shall nevertheless be entitled to recover for damages caused by the negligence of Tenant. The minimum limits of insurance specified in this Article IX Section shall in no way limit or diminish Tenant’s 's liability under this Lease. Tenant shall furnish to Landlord, not less than fifteen (15) days prior to the date such insurance is first required to be carried by Tenant, and thereafter at least fifteen (15) days prior to the expiration of each such policy, true and correct photocopies of all insurance policies required under this Section, together with any amendments and endorsements to such policies, certificates of insurance, and such other evidence of coverages as Landlord may reasonably request, and evidence of payment of all premiums and other expenses owed in connection therewith. Upon Tenant’s 's default in obtaining or delivering the certificates policy for any such insurance or Tenant’s 's failure to pay the charges therefor, Landlord may, at its option, on or after the tenth (10th) day after written notice thereof is given to Tenant, procure or pay the charges for any such policy or or, policies and the total cost and expense expense, (including reasonable attorneys’ ' fees) thereof shall be immediately paid by Tenant to Landlord as Additional Rent upon receipt of a bxxx xxxx therefor, and any amount not so paid shall bear interest at the Default Interest Rate from the date advanced. Any minimum amount of coverage specified above shall be subject to increase at any time, and from time to time, if Landlord shall reasonably deem same to be necessary for adequate protection. Within thirty (30) days after demand by Landlord that the minimum amount of any coverage be so increasedincreased reasonably based upon industry standards of owners of similar buildings, Tenant shall furnish Landlord with evidence of Tenant’s 's compliance with such demand. Tenant may maintain the insurance required under this Section 9 as part of a blanket policy covering all of Tenant’s property and business, provided that the coverages required under Section 9.1 are maintained.

Policies. All insurance policies shall be written with insurance companies and shall be in form reasonably satisfactory to Landlord. Landlord hereby approves The Chubb Insurance Group as Tenant's insurance carrier. All insurance policies shall name Landlord as an additional insured and loss payee as its interest their respective interests may appear and shall provide that they may not be terminated or modified in any way which would materially decrease the protection afforded Landlord under this Lease without thirty (30) days’ ' advance written notice to Landlord. All policies shall also contain an endorsement that Landlord, although named as an additional insured, shall nevertheless be entitled to recover for damages caused by the negligence of Tenant. The minimum limits of insurance specified in this Article IX Section shall in no way limit or diminish Tenant’s 's liability under this Lease. Tenant shall furnish to Landlord, not less than fifteen (15) days prior to the date such insurance is first required to be carried by Tenant, and thereafter at least fifteen (15) days prior to the expiration of each such policy, certificates of insurance, and such other evidence of coverages as Landlord may reasonably request, and evidence of payment of all premiums and other expenses owed in connection therewith. Upon Tenant’s 's default in obtaining or delivering the certificates policy for any such insurance or Tenant’s 's failure to pay the charges therefor, Landlord may, at its option, on or after the tenth (10th) day after written notice thereof is given to Tenant, procure or pay the charges for any such policy or policies and the total cost and expense (including reasonable attorneys’ ' fees) thereof shall be immediately paid by Tenant to Landlord as Additional Rent upon receipt of a bxxx therefor, and any amount not so paid shall bear interest at the Default Interest Rate from the date advanced. Any minimum amount of coverage specified above shall be subject to increase at any time, and from time to time, if Landlord shall reasonably deem same to be necessary for adequate protectionbill xxxrefor. Within thirty (30) days after demand by Landlord that the minimum amount of any coverage be so increased, Tenant shall furnish Landlord with evidence of Tenant’s 's compliance with such demand. Tenant may maintain the insurance required under this Section 9 as part of a blanket policy covering all of Tenant’s property and business, provided that the coverages required under Section 9.1 are maintained.

Policies. All The insurance policies policy required to be obtained by Tenant under this Lease (i) shall be issued by an insurance company of recognized responsibility licensed to do business in the jurisdiction in which the Building is located with a rating of at least “A” and a financial rating of at least “Class X” (or such other rating as may be required by any lender having a lien on the Building) as set forth in the most recent edition of “Best Insurance Reports”, and (ii) shall be written as primary policy coverage and not contributing with or in excess of any coverage which Landlord may carry. Neither the issuance of any insurance companies and policy required under this Lease, nor the minimum limits specified herein with respect to Tenant’s insurance coverage, shall be in form reasonably satisfactory deemed to Landlord. All insurance policies shall name Landlord as an additional insured and loss payee as its interest may appear and shall provide that they may not be terminated limit or modified restrict in any way which would materially decrease the protection afforded Landlord Tenant’s liability arising under or out of this Lease. With respect to each insurance policy required to be obtained by Tenant under this Section, on or before the Lease without Commencement Date, and at least seven (7) days before the expiration of any expiring policy or certificate previously furnished, Tenant shall deliver to Landlord a certificate of insurance therefor, together with evidence of payment of all applicable premiums. Each insurance policy required to be carried hereunder by or on behalf of Tenant shall provide (and any certificate evidencing the existence of each such insurance policy shall certify) that such insurance policy shall not be canceled unless Landlord shall have received thirty (30) days’ advance prior written notice of such cancellation. Any insurance required to Landlord. All be carried hereunder may be effected by a policy or policies of blanket insurance, covering additional items or locations; provided, however, that: (i) Landlord and any other parties in interest from time to time designated by Landlord to Tenant shall also contain an endorsement that Landlord, although be named as an additional insured, shall nevertheless be entitled to recover for damages caused by insureds and thereunder as its interests may appear; and (ii) the negligence of Tenant. The minimum limits of insurance specified in this Article IX shall in no way limit or diminish Tenant’s liability under this Lease. Upon Tenant’s default in obtaining or delivering the certificates for coverage afforded Landlord and any such insurance other parties in interest will not be reduced or Tenant’s failure to pay diminished by reason of the charges thereforuse of such blanket policy of insurance, Landlord may, at its option, on or after the tenth and (10thiii) day after written notice thereof is given to Tenant, procure or pay the charges for any such policy or policies and the total cost and expense shall specify therein (including reasonable attorneys’ fees) thereof shall be immediately paid by Tenant to Landlord as Additional Rent upon receipt of a bxxx therefor, and any amount not so paid shall bear interest at the Default Interest Rate from the date advanced. Any minimum amount of coverage specified above shall be subject to increase at any time, and from time to time, if Landlord shall reasonably deem same to be necessary for adequate protection. Within thirty (30) days after demand by Landlord that the minimum amount of any coverage be so increased, or Tenant shall furnish Landlord with evidence a written statement from the insurers under such policy specifying the same) the amount of the total insurance allocated to Tenant’s compliance with such demand. Tenant may maintain improvements and personal property in the insurance required under this Section 9 as part of a blanket policy covering all of Tenant’s property Leased Premises; and business, provided that (iv) the coverages required under Section 9.1 requirements set forth herein are maintainedotherwise satisfied.

Policies. All insurance policies shall be written -------- with insurance companies and shall be in form reasonably satisfactory to Landlord. All insurance policies shall name Landlord as an additional insured and loss payee as its interest their respective interests may appear and shall provide that they may not be terminated or adversely modified in any way which would materially decrease the protection afforded Landlord under this Lease without thirty (30) days’ ' advance written notice to Landlord. All policies shall also contain an endorsement that Landlord, although named as an additional insured, shall nevertheless be entitled to recover for damages caused by the negligence of Tenant. The minimum limits of insurance specified in this Article IX Section shall in no way limit or diminish Tenant’s 's liability under this Lease. Tenant shall furnish to Landlord, not less than fifteen (15) days prior to the date such insurance is first required to be carried by Tenant, and thereafter at least fifteen (15) days prior to the expiration of each such policy, true and correct photocopies of all insurance policies required under this Section, together with any amendments and endorsements to such policies, certificates of insurance, and such other evidence of coverages as Landlord may reasonably request, and evidence of payment of all premiums and other expenses owed in connection therewith. Upon Tenant’s 's default in obtaining or delivering the certificates policy for any such insurance or Tenant’s 's failure to pay the charges therefor, Landlord may, at its option, on or after the tenth (10th) day after written notice thereof is given to Tenant, procure or pay the charges for any such policy or policies and the total cost and expense (including reasonable attorneys’ ' fees) thereof shall be immediately paid by Tenant to Landlord as Additional Rent upon receipt of a bxxx xxxx therefor, and any amount not so paid shall bear interest at the Default Interest Rate from the date advanced. Any minimum amount of coverage specified above shall be subject to increase at any time, and from time to time, if Landlord shall reasonably deem same to be necessary for adequate protection. Within thirty (30) days after demand by Landlord that the minimum amount of any coverage be so increased, Tenant shall furnish Landlord with evidence of Tenant’s 's compliance with such demand. Tenant may maintain the insurance required under this Section 9 as part of a blanket policy covering all of Tenant’s property and business, provided that the coverages required under Section 9.1 are maintained.

Policies. All insurance policies shall be written with insurance companies and shall be in form reasonably satisfactory to Landlord. All insurance policies shall name Landlord as an additional insured and loss payee as its interest their respective interests may appear and shall provide that they may not be terminated or modified in any way which would materially decrease the protection afforded Landlord under this Lease without thirty (30) days’ ' advance written notice to Landlord. All policies shall also contain an endorsement that Landlord, although named as an additional insured, shall nevertheless be entitled to recover for damages caused by the negligence of Tenant. The minimum limits of insurance specified in this Article IX Section shall in no way limit or diminish Tenant’s 's liability under this Lease. Tenant shall furnish to Landlord, not less than five (5) days prior to the Commencement Date for the insurance required in Section 9.1.A. above and not less than fifteen (15) days prior to the date any additional insurance is first required to be carried by Tenant, and thereafter at least fifteen (15) days prior to the expiration of each such policy, true and correct photocopies of all insurance policies required under this Section, together with any amendments and endorsements to such policies, certificates of insurance, and such other evidence of coverages as Landlord may reasonably request, and evidence of payment of all premiums and other expenses owed in connection therewith. Upon Tenant’s 's default in obtaining or delivering the certificates policy for any such insurance or Tenant’s 's failure to pay the charges therefor, Landlord may, at its option, on or after the tenth (10th) day after written notice thereof is given to Tenant, procure or pay the charges for any such policy or policies and the total cost and expense (including reasonable attorneys’ ' fees) thereof shall be immediately paid by Tenant to Landlord as Additional Rent upon receipt of a bxxx therefor, and any amount not so paid shall bear interest at the Default Interest Rate from the date advanced. Any minimum amount of coverage specified above shall be subject to increase at any time, and from time to time, if Landlord shall reasonably deem same to be necessary for adequate protection. Within thirty (30) days after demand by Landlord that the minimum amount of any coverage be so increased, Tenant shall furnish Landlord with evidence of Tenant’s compliance with such demand. Tenant may maintain the insurance required under this Section 9 as part of a blanket policy covering all of Tenant’s property and business, provided that the coverages required under Section 9.1 are maintainedbill xxxrefor.

Policies. It is expressly understood and agreed that the foregoing minimum limits of insurance coverage shall not limit the liability of Tenant for its acts or omissions as provided in this Lease. All of the foregoing insurance policies (with the exception of Worker's Compensation Insurance to the extent not available under statutory law) shall name Landlord, any holder of a mortgage, or any managing agent for the Premises and such other parties as Landlord shall from time to time designate as an additional insured as their respective interests may appear, and shall provide that any loss shall be payable to Landlord and any other additional insured parties as their respective interests may appear. All claims under policies carried by Tenant with respect to Section 14.1(a), (b) and (c) may be settled by Tenant subject to Landlord's consent which shall not be unreasonably withheld. All insurance required hereunder shall be placed with companies which are rated A-:VIII or better by Best's Insurance Guide and licensed to do business in the state in which the Premises are located. All such policies shall be written as primary policies not contributing with and not supplemental to the coverage that Landlord may carry, with deductibles not to exceed one percent (1%) of the amount of coverage. Tenant shall deliver certified copies of all such policies and all endorsements thereto, thirty (30) days prior to the Commencement Date, or earlier access to the Premises during construction or, in the case of renewals thereto, fifteen (15) days prior to the expiration of the prior insurance companies policy, together with evidence that such policies are fully paid for, and that no cancellation, material change or non-renewal thereof shall be in form reasonably satisfactory to Landlord. All insurance policies shall name Landlord as an additional insured and loss payee as its interest may appear and shall provide that they may not be terminated or modified in any way which would materially decrease the protection afforded Landlord under this Lease without effective except upon thirty (30) days’ advance ' prior written notice from the insurer to Landlord. All policies If Tenant shall also contain an endorsement that Landlord, although named as an additional insured, shall nevertheless be entitled fail at any time to recover for damages caused by procure and/or maintain the negligence of Tenant. The minimum limits of insurance specified in this Article IX shall in no way limit or diminish Tenant’s liability under this Lease. Upon Tenant’s default in obtaining or delivering the certificates for any such insurance or Tenant’s failure to pay the charges thereforrequired herein, Landlord may, at its option, procure such insurance on or after the tenth (10th) day after written notice thereof is given to Tenant, procure or pay the charges for any such policy or policies 's behalf and the total cost and expense (including reasonable attorneys’ fees) thereof shall be immediately paid by Tenant to Landlord payable upon demand, as Additional Rent upon receipt of a bxxx therefor, and any amount not so paid shall bear interest at the Default Interest Rate from the date advancedRent. Any minimum amount of coverage specified above shall be subject to increase at any time, and from time to time, if Landlord shall reasonably deem same to be necessary for adequate protection. Within thirty (30) days after demand Payment by Landlord that the minimum amount of any coverage insurance premium or the carrying by Landlord of any such insurance policy shall not be so increased, deemed to waive or release the default of Tenant shall furnish Landlord with evidence of Tenant’s compliance with such demand. Tenant may maintain the insurance required under this Section 9 as part of a blanket policy covering all of Tenant’s property and business, provided that the coverages required under Section 9.1 are maintainedrespect thereto.

Policies. All insurance policies shall be written with insurance companies and shall be in form reasonably satisfactory to Landlord. All insurance policies shall name Landlord as an additional insured and loss payee as its interest their respective interests may appear and shall provide that they may not be terminated or modified in any way which would materially decrease the protection afforded Landlord under this Lease without thirty sixty (3060) days’ ' advance written notice to Landlord. All policies shall also contain an endorsement that Landlord, although named as an additional insured, shall nevertheless be entitled to recover for damages caused by the negligence of Tenant. The minimum limits of insurance specified in this Article IX Section shall in no way limit or diminish Tenant’s 's liability under this Lease. Tenant shall furnish to Landlord, not less than fifteen (15) days prior to the date such insurance is first required to be carried by Tenant, and thereafter at least fifteen (15) days prior to the expiration of each such policy, certificates of insurance, and such other evidence of coverages required herein as Landlord may reasonably request, and evidence of payment of all premiums and other expenses owed in connection therewith. Upon Tenant’s 's default in obtaining or delivering the certificates for OF insurance FOR any such insurance or Tenant’s 's failure to pay the charges therefor, Landlord may, at its option, on or after the tenth (10th) day after written notice thereof is given to Tenant, procure or pay the charges for any such policy or policies and the total cost and expense (including reasonable attorneys’ ' fees) thereof shall be immediately paid by Tenant to Landlord as Additional Rent upon receipt of a bxxx therefor, and any amount not so paid shall bear interest at the Default Interest Rate from the date advanced. Any minimum amount of coverage specified above shall be subject to increase at any time, and from time to time, if Landlord shall reasonably deem same to be necessary for adequate protectionbill xxxrefor. Within thirty (30) days after demand by Landlord that the minimum amount of any coverage be so increased, Tenant shall furnish Landlord with evidence of Tenant’s 's compliance with such demand. Tenant may maintain the insurance required under this Section 9 as part of a blanket policy covering all of Tenant’s property and business, provided that the coverages required under Section 9.1 are maintained.

Policies. The policies of insurance shall comply with the following requirements: (a) All of the policies of insurance policies provided for in this Lease shall be written with insurance companies rated not lower than Class A-Level VIII by the A.M. Best Company, Inc. licensed and authorized to issue such policies in such amounts in the Commonwealth of Virginia. All policies referred to in this Lease shall be in form reasonably satisfactory procured, or caused to be procured, by Tenant, at no expense to Landlord, for periods of not less than one (1) year. A photocopy of each such policy, certified by the Tenant’s chief executive officer or chief financial officer to be a true copy thereof, shall be delivered to Landlord immediately upon receipt from the insurance company or companies, except that if any insurance carried by Xxxxxx is affected by one or more blanket policies, then with respect to such insurance, copies of abstracted policies relating to the Land shall be so delivered to Landlord. All In addition thereto, on the Commencement Date, if such policies have not yet been procured from the insurance company or companies, Tenant shall deliver to Landlord certificates of the insurance required hereunder. Certificates of new or renewal policies replacing any policies expiring during the Term shall name be delivered as aforesaid at least ten (10) days before the date of expiration. Premiums may be paid in installments. (b) Xxxxxx and Landlord as an additional insured shall cooperate in connection with the collection of any insurance proceeds that may be due in the event of loss and Tenant and Landlord shall execute and deliver such proofs of loss payee as its interest and other instruments which may appear and be required for the purpose of obtaining the recovery of any such insurance proceeds. (c) Tenant shall provide not carry separate insurance concurrent in form or contributing in the event of loss with that they may not be terminated or modified in any way which would materially decrease the protection afforded Landlord under required by this Lease without thirty (30) days’ advance written notice to Landlord. All policies shall also contain an endorsement that Landlordbe furnished by Tenant, although unless Landlord and each Leasehold Mortgagee and Fee Mortgagee are included therein as additional named insureds with loss payable as an additional insured, shall nevertheless be entitled to recover for damages caused by the negligence of Tenant. The minimum limits of insurance specified provided in this Article IX shall in no way limit or diminish Tenant’s liability under this Lease. Upon Tenant’s default in obtaining or delivering Tenant immediately shall notify Landlord of the certificates for carrying of any such separate insurance or Tenant’s failure to pay and shall cause the charges therefor, Landlord may, at its option, on or after the tenth (10th) day after written notice thereof is given to Tenant, procure or pay the charges for any such policy or policies and the total cost and expense (including reasonable attorneys’ fees) thereof shall be immediately paid by Tenant to Landlord as Additional Rent upon receipt of a bxxx therefor, and any amount not so paid shall bear interest at the Default Interest Rate from the date advanced. Any minimum amount of coverage specified above shall be subject to increase at any time, and from time to time, if Landlord shall reasonably deem same to be necessary for adequate protectiondelivered as required in this Lease. Within Landlord shall not carry any such concurrent or contributing insurance. (d) Tenant shall not violate or permit to be violated any of the conditions or provisions of any insurance policy required hereunder, and Tenant shall so perform and satisfy or cause to be performed and satisfied the requirements of the companies writing such policies so that at all times companies meeting the requirements set forth in this Lease shall be willing to write and continue such insurance. (e) Each policy of insurance required to be obtained by Tenant as herein provided and each certificate or memorandum therefor issued by the insurer shall contain (i) a provision to the effect that no act or omission of Tenant shall affect or limit the obligation of the insurance company to pay Landlord or any Fee Mortgagee the amount of any loss sustained as their interests may appear, (ii) an agreement by the insurer that such policy shall not be canceled or modified without at least thirty (30) days after demand prior written Notice to Landlord and each Mortgagee, and (iii) a waiver of subrogation by Landlord that the minimum insurers of any right to recover the amount of any coverage loss resulting from the negligence or misconduct of Landlord or its agents, employees or licensees. (f) Landlord shall not be so increased, limited in the proof of any damages which Landlord may clam against Tenant shall furnish Landlord with evidence arising out of or by reason of Tenant’s compliance with 's failure to provide and keep in force insurance, as aforesaid, to the amount of the insurance premium or premiums not paid or incurred by Tenant and which would have been payable under such demand. Tenant may maintain insurance, but Landlord shall also be entitled to recover as damages for such breach, the uninsured amount of any loss, to the extent of any deficiency in the insurance required under by the provisions of this Section 9 Lease and damages, costs and expenses of suit suffered or incurred by reason of damage to, or destruction of, the Land, occurring during any period when Tenant shall have failed or neglected to provide insurance as part aforesaid. (g) Tenant hereby releases Landlord with respect to any claim (including but not limited to a claim for negligence) which it might otherwise have against Landlord for loss, damages or destruction with respect to its property by fire or other casualty (including rental value or business interest, as the case may be) occurring during the Term. This waiver of right of recovery and release shall extend to the agents of Landlord, its agents and employees. (h) Landlord hereby releases Tenant with respect to any claim (including, but not limited to, a blanket policy covering all claim for negligence) which it might otherwise have against Tenant for loss, damages or destruction with respect to its property upon the Land by fire or other casualty (including rental value or business interest, as the case may be) occurring during the Term. This waiver of right of recovery and release shall extend to the agents of Tenant’s property , its agents and businessemployees. (i) The proceeds under all policies required by any provision of this Lease insuring damage to the improvements by fire or other casualty shall be payable to Tenant, provided that as trustee; or to Depositary, if so directed by the coverages required under Section 9.1 are maintainedLeasehold Mortgagee.

Policies. All insurance policies shall be written with insurance companies and shall be in form reasonably satisfactory to Landlord. All insurance policies shall name Landlord as an additional insured and loss payee as its interest may appear and shall provide that they may not be terminated or modified in any way which would materially decrease the protection afforded Landlord under this Lease without thirty (30) days’ advance written notice to Landlord. All policies shall also contain an endorsement that Landlord, although named as an additional insured, shall nevertheless be entitled to recover for damages caused by the negligence of Tenant. The minimum limits of insurance specified in this Article IX shall in no way limit or diminish Tenant’s liability under this Lease. Upon Tenant’s default in obtaining or delivering the certificates for any such insurance or Tenant’s failure to pay the charges therefor, Landlord may, at its option, on or after the tenth (10th) day after written notice thereof is given to Tenant, procure or pay the charges for any such policy or policies and the total cost and expense (including reasonable attorneys’ fees) thereof shall be immediately paid by Tenant to Landlord as Additional Rent upon receipt of a bxxx xxxx therefor, and any amount not so paid shall bear interest at the Default Interest Rate from the date advanced. Any minimum amount of coverage specified above shall be subject to increase at any time, and from time to time, if Landlord shall reasonably deem same to be necessary for adequate protection. Within thirty (30) days after demand by Landlord that the minimum amount of any coverage be so increased, Tenant shall furnish Landlord with evidence of Tenant’s compliance with such demand. Tenant may maintain the insurance required under this Section 9 as part of a blanket policy covering all of Tenant’s property and business, provided that the coverages required under Section 9.1 are maintained.

Policies. All insurance policies Insurance required hereunder shall be written by companies rated A/X or better in "Best's Insurance Guide" licensed to do business in the state in which the Premises are located and acceptable to Landlord and the holder of any mortgage or deed of trust on the Premises or any part or portion thereof. Tenant shall deliver to Landlord copies of policies of such insurance or certificates evidencing the existence and amounts of such insurance with insurance companies and shall be in form reasonably loss payable clauses satisfactory to Landlord. All insurance policies No such policy shall name Landlord as an additional insured and loss payee as its interest may appear and shall provide that they may not be terminated cancelable or modified in any way which would materially decrease the protection afforded Landlord under this Lease without subject to reduction of coverage or other modification except after thirty (30) days’ advance days written notice to Landlord. All policies Tenant shall, within ten (10) days prior to the expiration of such policies, furnish Landlord with renewals or "binders" thereof, or Landlord may order such insurance and charge the cost thereof to Tenant, which amount shall also contain an endorsement that Landlord, although named as an additional insured, shall nevertheless be entitled to recover for damages caused payable by Tenant upon demand. Each such policy or certificate therefor issued by the negligence insurer shall to the extent obtainable contain (i) a provision that no act or omission of Tenant. The minimum limits Tenant which would otherwise result in forfeiture or reduction of the insurance specified in this Article IX therein provided shall in no way affect or limit or diminish Tenant’s liability under this Lease. Upon Tenant’s default in obtaining or delivering the certificates for any such obligation of the insurance or Tenant’s failure company to pay the charges therefor, Landlord may, at its option, on or after amount of any loss sustained and (ii) an agreement by the tenth (10th) day after written notice thereof is given to Tenant, procure or pay the charges for any insurer that such policy or policies and the total cost and expense (including reasonable attorneys’ fees) thereof shall not be immediately paid by Tenant to Landlord as Additional Rent upon receipt of a bxxx therefor, and any amount not so paid shall bear interest canceled without at the Default Interest Rate from the date advanced. Any minimum amount of coverage specified above shall be subject to increase at any time, and from time to time, if Landlord shall reasonably deem same to be necessary for adequate protection. Within least thirty (30) days after demand prior written notice by Landlord that registered mail to Landlord. Tenant shall not do or permit to be done anything which shall invalidate the minimum amount insurance policies referred to herein. If Tenant shall fail to procure and maintain any insurance required to be maintained by it by virtue of any coverage provision of this paragraph, Landlord may, after five (5) days advance written notice to Tenant, but shall not be so increasedrequired to, procure and maintain the same, but at the expense of Tenant shall furnish (provided however that in the event the insurance would lapse within such five (5) day period, Landlord with evidence of Tenant’s compliance with such demand. Tenant may procure and maintain the insurance required under this Section 9 within such shorter period of time as part of may be necessary to prevent a blanket policy covering all of Tenant’s property and business, provided that the coverages required under Section 9.1 are maintainedlapse).

Policies. All insurance policies shall be written with -------- insurance companies and shall be in form reasonably satisfactory to Landlord. All insurance policies shall name Landlord as an additional insured and loss payee as its interest may appear and shall provide that they may not be terminated or modified in any way which would materially decrease the protection afforded Landlord under this Lease without thirty (30) days’ ' advance written notice to Landlord. All policies shall also contain an endorsement that Landlord, although named as an additional insured, shall nevertheless be entitled to recover for damages caused by the negligence of Tenant. The minimum limits of insurance specified in this Article IX Section shall in no way limit or diminish Tenant’s 's liability under this Lease. Tenant shall furnish to Landlord, not less than fifteen (15) days prior to the date such insurance is first required to be carried by Tenant, and thereafter at least fifteen (15) days prior to the expiration of each such policy, true and correct photocopies of all insurance policies required under this Section, together with any amendments and endorsements to such policies, certificates of insurance, and such other evidence of coverages as Landlord may reasonably request, and evidence of payment of all premiums and other expenses owed in connection therewith. Upon Tenant’s 's default in obtaining or delivering the certificates policy for any such insurance or Tenant’s 's failure to pay the charges therefor, Landlord may, at its option, on or after the tenth (10th) day after written notice thereof is given to Tenant, procure or pay the charges for any such policy or policies and the total cost and expense (including reasonable attorneys’ ' fees) thereof shall be immediately paid by Tenant to Landlord as Additional Rent upon within five (5) days of the receipt of a bxxx xxxx therefor, and any amount not so paid shall bear interest at the Default Interest Rate from the date advanced. Any minimum amount of coverage specified above shall be subject to increase at any time, and from time to time, after commencement of the third Lease Year of the term of this Lease, if Landlord shall reasonably deem same to be necessary for adequate protection. Within thirty (30) days after demand by Landlord that the minimum amount of any coverage be so increased, Tenant shall furnish Landlord with evidence of Tenant’s 's compliance with such demand. Tenant may maintain the insurance required under this Section 9 as part of a blanket policy covering all of Tenant’s property and business, provided that the coverages required under Section 9.1 are maintained.

Policies. All insurance policies shall be written with insurance companies and shall be in form reasonably satisfactory to Landlord. All general liability insurance policies shall name Landlord as an additional insured and loss payee as its interest may appear and shall provide that they may not be terminated or modified in any way which would materially decrease the protection afforded Landlord under this Lease without thirty (30) days’ ' advance written notice to Landlord. All policies shall also contain an endorsement that Landlord, although named as an additional insured, shall nevertheless be entitled to recover for damages caused by the negligence of Tenant. The minimum limits of insurance specified in this Article IX Section shall in no way limit or diminish Tenant’s 's liability under this Lease. Tenant shall furnish to Landlord, not less than fifteen (15) days prior to the date such insurance is first required to be carried by Tenant, and thereafter at least fifteen (15) days prior to the expiration of each such policy, true and correct certificates of insurance, and such other evidence of coverages as Landlord may reasonably request, and evidence of payment of all premiums and other expenses owed in connection therewith. Upon Tenant’s 's default in obtaining or delivering the certificates for any such insurance or Tenant’s 's failure to pay the charges therefor, . Landlord may, at its option, on or after the tenth (10th) day after written notice thereof is given to Tenant, procure or pay the charges for any such policy or policies and the total cost and expense (including reasonable attorneys’ ' fees) thereof shall be immediately paid by Tenant to Landlord as Additional Rent upon receipt of a bxxx xxxx therefor, and any amount not so paid shall bear interest at the Default Interest Rate from the date advanced. Any minimum amount of coverage specified above shall be subject to increase at any time, and from time to time, if Landlord shall reasonably deem same to be necessary for adequate protection. Within thirty (30) days after demand by Landlord that the minimum amount of any coverage be so increased, Tenant shall furnish Landlord with evidence of Tenant’s compliance with such demand. Tenant may maintain the insurance required under this Section 9 as part of a blanket policy covering all of Tenant’s property and business, provided that the coverages required under Section 9.1 are maintained.

Policies. All insurance policies shall Each policy required to be written with insurance companies carried by Tenant hereunder and shall be in form reasonably satisfactory to Landlord. All insurance policies shall name Landlord as an additional insured and loss payee as its interest may appear and shall provide that they may not be terminated or modified in any way which would materially decrease the protection afforded Landlord under this Lease without thirty (30) days’ advance written notice to Landlord. All policies shall also contain an endorsement that Landlord, although named as an additional insured, shall nevertheless be entitled to recover for damages caused by the negligence of Tenant. The minimum limits of insurance specified in this Article IX shall in no way limit or diminish Tenant’s liability under this Lease. Upon Tenant’s default in obtaining or delivering the certificates for any such insurance or Tenant’s failure to pay the charges therefor, Landlord may, at its option, on or after the tenth (10th) day after written notice thereof is given to Tenant, procure or pay the charges for any such policy or policies and the total cost and expense (including reasonable attorneys’ fees) each renewal thereof shall be immediately paid issued by Tenant to Landlord an insurance carrier which is an “approved carrier” in the State of California having not less than a rating of A and a financial rating of not less than Class XI, as Additional Rent upon receipt of a bxxx thereforrated in the most recently published Best’s Insurance Guide, and any amount shall contain (A) a provision that it cannot so paid shall bear interest be cancelled or amended insofar as it relates to the Premises, without at the Default Interest Rate from the date advanced. Any minimum amount of coverage specified above shall be subject to increase at any time, and from time to time, if Landlord shall reasonably deem same to be necessary for adequate protection. Within least thirty (30) days after prior notice to Landlord and Landlord’s mortgagee(s), if any, and (B) a provision that such policy and the coverage evidenced thereby shall be primary and non-contributing with respect to any policies carried by Landlord, and that any and all coverage carried by Landlord is excess insurance. In addition, each such policy shall name Tenant, Landlord, Landlord’s mortgagee(s), if any and Landlord provides the name and address of such mortgagee to the carrier, and Landlord’s management agent, if any and Landlord provides the name address of such mortgagee to the carrier, as insureds, as their interests may appear. Certificates A duplicate original of all policies procured by Tenant in compliance with its obligation under this Section 14 (appropriately authenticated by the insurer) shall be delivered to Landlord at least thirty (30) days prior to the commencement of Tenant’s Work or otherwise upon demand by Landlord that Landlord, and thereafter, at least thirty (30) days prior to the minimum amount expiration of any coverage be so increasedsuch policy, provided, however, that if a duplicate original is not available thirty (30) days prior to commencement of Tenant’s Work, Tenant shall furnish Landlord with evidence a duplicate original of the insurance binder for such insurance together with an Additional Insured Endorsement, and provide Landlord with a duplicate original of the policy when such duplicate original first becomes available to Tenant (which shall, in all events, be not less than five (5) days prior to the commencement of Tenant’s compliance with such demandWork). Tenant may maintain In the insurance required under this Section 9 as part of a blanket policy covering all event of Tenant’s failure, in whole or in part, at any time during the Term hereof, to obtain insurance required to be carried by Tenant under the provisions hereof or to provide such evidence hereof in timely fashion, Landlord shall have the right (but shall not be obligated) upon ten (10) days written notice of its intent to do so, to procure such insurance and Tenant shall pay to Landlord the reasonable costs and expenses thereof together with an additional amount equal to ten percent (10%) thereof as an administrative fee. Subject to Landlord’s prior approval, Tenant may provide all or any of the property and businessinsurance required pursuant to this Section 14 by blanket policies covering all or a substantial number of Tenant’s locations, provided that Landlord’s coverage shall not be impaired or diminished thereby, subject to the coverages required under Section 9.1 are maintainedreceipt by Landlord of certified copies of the coverage sections for the Premises and Landlord’s approval thereof, not to be unreasonably withheld or delayed.

Policies. All insurance policies shall be written with insurance companies and shall be in form reasonably satisfactory to Landlord. All general liability insurance policies shall name Landlord as an additional insured and loss payee as its interest may appear and shall provide that they may not be terminated or modified in any way which would materially decrease the protection afforded Landlord under this Lease without thirty (30) days’ advance written notice to Landlord. All policies shall also contain an endorsement that Landlord, although named as an additional insured, shall nevertheless be entitled to recover for damages caused by the negligence of Tenant. The minimum limits of insurance specified in this Article IX Section shall in no way limit or diminish Tenant’s liability under this Lease. Tenant shall furnish to Landlord, not less than fifteen (15) days prior to the date such insurance is first required to be carried by Tenant, and thereafter at least fifteen (15) days prior to the expiration of each such policy, true and correct certificates of insurance, and such other evidence of coverages as Landlord may reasonably request, and evidence of payment of all premiums and other expenses owed in connection therewith. Upon Tenant’s default in obtaining or delivering the certificates for any such insurance or Tenant’s failure to pay the charges therefor, Landlord may, at its option, on or after the tenth (10th) day after written notice thereof is given to Tenant, procure or pay the charges for any such policy or policies and the total cost and expense (including reasonable attorneys’ fees) thereof shall be immediately paid by Tenant to Landlord as Additional Rent upon receipt of a bxxx therefor, and any amount not so paid shall bear interest at the Default Interest Rate from the date advanced. Any minimum amount of coverage specified above shall be subject to increase at any time, and from time to time, if Landlord shall reasonably deem same to be necessary for adequate protection. Within thirty (30) days after demand by Landlord that the minimum amount of any coverage be so increased, Tenant shall furnish Landlord with evidence of Tenant’s compliance with such demand. Tenant may maintain the insurance required under this Section 9 as part of a blanket policy covering all of Tenant’s property and business, provided that the coverages required under Section 9.1 are maintained.

Policies. Insurance required hereunder shall be by companies rated A-:X or better in “A.M. Best’s Insurance Guide”. Insurers shall be licensed or authorized to do business in the state in which the Premises are located. Tenant shall deliver to Landlord certificates evidencing the existence and amounts of the required insurance. Tenant shall, within ten (10) days prior to the expiration of such policies, furnish Landlord with renewals or “binders” thereof. Neither party shall not do or permit to be done anything which shall invalidate the insurance policies referred to herein. If Tenant shall fail to procure and maintain any insurance required to be maintained by it under this Paragraph and such failure continues after the expiration of any applicable notice and cure periods under this Lease or the expiration of the applicable policy (whichever is sooner), the Landlord may, but shall not be required to, procure and maintain the same, but at the expense of Tenant. THE INSURANCE REQUIREMENTS HEREIN ARE MINIMUM REQUIREMENTS FOR THIS CONTRACT AND IN NO WAY LIMIT THE INDEMNITY COVENANTS CONTAINED IN THIS LEASE. All insurance policies shall be written as primary policies, with insurance companies and deductibles not to exceed 10% of the amount of coverage. For purposes of the preceding sentence, the 10% shall be calculated based on the aggregate coverage under any applicable primary and umbrella policies. Any other policies, including any policy now or hereafter carried by Landlord or any lender, shall serve as excess coverage. In the event of any transfer by Landlord of Landlord’s interest in form reasonably satisfactory the Premises or any financing or refinancing of Landlord’s interest in the Premises, Tenant shall, upon not less than twenty (20) days’ prior written notice, deliver to Landlord. All Landlord or any lender providing such financing or refinancing, as the case may be, certificates of all insurance policies shall name Landlord required to be maintained by Tenant hereunder naming such transferee or such lender, as the case may be, as an additional named insured and or loss payee payee, as its interest may appear and shall provide that they may not be terminated or modified in any way which would materially decrease applicable, to the protection afforded Landlord under this Lease without thirty (30) days’ advance written notice to Landlord. All policies shall also contain an endorsement that Landlord, although named extent required herein effective as an additional insured, shall nevertheless be entitled to recover for damages caused by the negligence of Tenant. The minimum limits of insurance specified in this Article IX shall in no way limit or diminish Tenant’s liability under this Lease. Upon Tenant’s default in obtaining or delivering the certificates for any such insurance or Tenant’s failure to pay the charges therefor, Landlord may, at its option, on or after the tenth (10th) day after written notice thereof is given to Tenant, procure or pay the charges for any such policy or policies and the total cost and expense (including reasonable attorneys’ fees) thereof shall be immediately paid by Tenant to Landlord as Additional Rent upon receipt of a bxxx therefor, and any amount not so paid shall bear interest at the Default Interest Rate from the date advanced. Any minimum amount of coverage specified above shall be subject to increase at any timesuch transfer, and from time to time, if Landlord shall reasonably deem same to be necessary for adequate protection. Within thirty (30) days after demand by Landlord that the minimum amount of any coverage be so increased, Tenant shall furnish Landlord with evidence of Tenant’s compliance with such demand. Tenant may maintain the insurance required under this Section 9 as part of a blanket policy covering all of Tenant’s property and business, provided that the coverages required under Section 9.1 are maintainedfinancing or refinancing.

Policies. All policies of insurance policies required by this Lease shall be written maintained with insurance companies insurers licensed to conduct business in California with a Best's rating classification of not less than "A" (except with respect to worker's compensation ) and shall be in form otherwise reasonably satisfactory to LandlordLessor and shall contain a replacement cost endorsement and a waiver of subrogation rights by the insurer. All policies of insurance policies shall name Landlord as include an additional insured endorsement providing that any proceeds of the policy shall be payable to Lessor, or, with respect to liability insurance, to a third party, in accordance with the policy terms and loss payee as its interest may appear and notwithstanding any act or negligence of Lessee, and, if Lessee is the insuring party, shall provide contain an agreement by the insurer that they may such policy shall not be terminated amended or modified in any way which would materially decrease the protection afforded Landlord under this Lease cancelled without thirty (30) at least 30 days’ advance ' prior written notice to LandlordLessor (provided that Lessee shall exercise its best efforts to secure a 60 day notice period from each insurer and that a 10 day notice period of cancellation following nonpayment of premium shall be satisfactory). All Any policies containing a coinsurance clause shall also contain an include a replacement cost endorsement adequate to ensure that Landlordthe coinsurance clause is rendered inoperative. At Lessor's option, although named as an additional insured, shall nevertheless any insurance obtained by Lessor may be entitled to recover for damages caused part of a "blanket" policy maintained by the negligence of TenantLessor. The minimum limits insuring party shall deliver to the other party copies of insurance specified in this Article IX shall in no way limit or diminish Tenant’s liability under this Lease. Upon Tenant’s default in obtaining or delivering the certificates for any policies of such insurance or Tenant’s failure to pay certificates evidencing the charges therefor, Landlord mayexistence and amounts of such insurance with loss payable clauses as required by this Paragraph 8. If Lessee is the insuring party Lessee shall, at its optionleast 30 days prior to the expiration of such policies, on furnish Lessor with renewals or after "binders" thereof, or Lessor may order such insurance and charge the tenth (10th) day after written notice cost thereof is given to TenantLessee, procure or pay the charges for any such policy or policies and the total cost and expense (including reasonable attorneys’ fees) thereof which amount shall be immediately paid payable by Tenant to Landlord as Additional Rent Lessee upon receipt of a bxxx therefor, and any amount demand. Lessee shall not so paid shall bear interest at the Default Interest Rate from the date advanced. Any minimum amount of coverage specified above shall be subject to increase at any time, and from time to time, if Landlord shall reasonably deem same do or permit to be necessary for adequate protection. Within thirty (30) days after demand by Landlord done anything that the minimum amount of any coverage be so increased, Tenant shall furnish Landlord with evidence of Tenant’s compliance with such demand. Tenant may maintain would invalidate the insurance required under this Section 9 as part of a blanket policy covering all of Tenant’s property and business, provided that the coverages required under Section 9.1 are maintainedpolicies referred to in Paragraph 8.3.

Policies. All insurance policies shall be written with insurance companies and shall be in form reasonably satisfactory to Landlord. All insurance policies shall name Landlord as an additional insured and loss payee as its interest their respective interests may appear and shall provide that they may not be terminated or modified in any way which would materially decrease the protection afforded Landlord under this Lease without thirty (30) days’ ' advance written notice to Landlord. All policies shall also contain an endorsement that Landlord, although named as an additional insured, shall nevertheless be entitled to recover for damages caused by the negligence of Tenant. The minimum limits of insurance specified in this Article IX Section shall in no way limit or diminish Tenant’s 's liability under this Lease. Tenant shall furnish to Landlord, not less than fifteen (15) days prior to the date such insurance is first required to be carried by Tenant, and thereafter at least fifteen (15) days prior to the expiration of each such policy, true and correct photocopies of all insurance policies required under this Section, together with any amendments and endorsements to such policies, certificates of insurance, and such other evidence of coverages as Landlord may reasonably request, and evidence of payment of all premiums and other expenses owed in connection therewith. Upon Tenant’s 's default in obtaining or delivering the certificates policy for any such insurance or Tenant’s 's failure to pay the charges therefor, Landlord may, at its option, on or after the tenth (10th) day after written notice thereof is given to Tenant, procure or pay the charges for any such policy or policies and the total cost and expense (including reasonable attorneys’ ' fees) thereof shall be immediately paid by Tenant to Landlord as Additional Rent upon receipt of a bxxx xxxx therefor, and any amount not so paid shall bear interest at the Default Interest Rate from the date advanced. Any minimum amount of coverage specified above shall be subject to increase at any time, and from time to time, if Landlord shall reasonably deem same to be necessary for adequate protection. Within thirty (30) days after demand by Landlord that the minimum amount of any coverage be so increased, Tenant shall furnish Landlord with evidence of Tenant’s 's compliance with such demand. Tenant may maintain the insurance required under this Section 9 as part of a blanket policy covering all of Tenant’s property and business, provided that the coverages required under Section 9.1 are maintained.

Policies. It is expressly understood and agreed that the foregoing minimum limits of insurance coverage shall not limit the liability of Tenant for its acts or omissions as provided in this Lease. All of the foregoing insurance policies (with the exception of Worker's Compensation Insurance to the extent not available under statutory law) shall name Landlord, any holder of a Mortgage, or any managing agent for the Building and such other parties as Landlord shall from time to time designate as an additional insured as their respective interests may appear, and shall provide that any loss shall be payable to Landlord and any other additional insured parties as their respective interests may appear. All insurance required hereunder shall be placed with companies which are rated A:XI or better by Best's Insurance Guide and licensed to do business in the state in which the Building is located. All such policies shall be written as primary policies not contributing with and not supplemental to the coverage that Landlord may carry, with deductibles not to exceed one-half of one percent (V2%) of the amount of coverage. Tenant shall deliver duplicate original copies of all such policies and all endorsements thereto, prior to the Commencement Date, or, in the case of renewals thereto, fifteen (15) days prior to the expiration of the prior insurance companies policy, together with evidence that such policies are fully paid for, and that no cancellation, material change or non-renewal thereof shall be in form reasonably satisfactory to Landlord. All insurance policies shall name Landlord as an additional insured and loss payee as its interest may appear and shall provide that they may not be terminated or modified in any way which would materially decrease the protection afforded Landlord under this Lease without effective except upon thirty (30) days’ advance ' prior written notice from the insurer to Landlord. All policies If Tenant shall also contain an endorsement that Landlord, although named as an additional insured, shall nevertheless be entitled fail at any time to recover for damages caused by procure and/or maintain the negligence of Tenant. The minimum limits of insurance specified in this Article IX shall in no way limit or diminish Tenant’s liability under this Lease. Upon Tenant’s default in obtaining or delivering the certificates for any such insurance or Tenant’s failure to pay the charges thereforrequired herein, Landlord may, at its option, procure such insurance on or after the tenth (10th) day after written notice thereof is given to Tenant, procure or pay the charges for any such policy or policies 's behalf and the total cost and expense (including reasonable attorneys’ fees) thereof shall be immediately paid by Tenant to Landlord payable upon demand, as Additional Rent upon receipt of a bxxx therefor, and any amount not so paid shall bear interest at the Default Interest Rate from the date advancedRent. Any minimum amount of coverage specified above shall be subject to increase at any time, and from time to time, if Landlord shall reasonably deem same to be necessary for adequate protection. Within thirty (30) days after demand Payment by Landlord that the minimum amount of any coverage insurance premium or the carrying by Landlord of any such insurance policy shall not be so increased, deemed to waive or release the default of Tenant shall furnish Landlord with evidence of Tenant’s compliance with such demand. Tenant may maintain the insurance required under this Section 9 as part of a blanket policy covering all of Tenant’s property and business, provided that the coverages required under Section 9.1 are maintainedrespect thereto.

Policies. All Such insurance policies shall be written carried with a financially responsible insurance company or companies and shall be in form reasonably satisfactory to Landlord. All insurance Landlord (if the insurer A.M. Best Rating is A minus or better is will be satisfactory), and may be carried under a policy or policies shall name Landlord as an additional insured and loss payee as its interest may appear and shall provide that they may not be terminated covering other property owned or modified in any way which would materially decrease the protection afforded Landlord under this Lease without thirty (30) days’ advance written notice to Landlord. All policies shall also contain an endorsement that Landlord, although named as an additional insured, shall nevertheless be entitled to recover for damages caused controlled by the negligence of Tenant. The minimum limits of insurance specified in this Article IX shall in no way limit or diminish Tenant’s liability under this Lease. Upon Tenant’s default in obtaining or delivering the certificates for any such insurance or Tenant’s failure to pay the charges therefor, Landlord may, at its option, on or after the tenth (10th) day after written notice thereof is given to Tenant, procure or pay the charges for any provided that such policy or policies allocate to the property required to be insured by this Article an amount not less than the amount of insurance required to be carried by Tenant with respect thereto pursuant to this Article. Tenant shall furnish to Landlord such evidence as Landlord may require that the insurance referred to in this Article is in full force and effect and that the total cost premiums therefor have been paid, and expense (including reasonable attorneys’ fees) thereof all rental policies or certificates of insurance shall be immediately paid by Tenant delivered to Landlord as Additional Rent upon receipt of a bxxx therefor, and any amount not so paid shall bear interest at the Default Interest Rate from the date advanced. Any minimum amount of coverage specified above shall be subject to increase at any time, and from time to time, if Landlord shall reasonably deem same to be necessary for adequate protection. Within less than thirty (30) days after demand by Landlord prior to the date of expiration of the then existing policy. Tenant agrees that such policies shall contain a provision that the minimum amount same may not be cancelled without at least thirty (30) days prior written notice being given by the insurer to Landlord, and the holder of any coverage mortgages on the Leased Premises. It is agreed that such insurance shall be so increasedcarried for the mutual benefit and protection of Landlord, Tenant, and the holder of any mortgages on the Leased Premises as their interests may appear. All monies collected from such insurance shall be applied on account of the obligation of Tenant shall furnish Landlord with evidence of Tenant’s compliance with such demandto repair and/or rebuild the improvements on the Leased Premises pursuant to this Lease. Tenant may maintain The parties hereto agree that the policy or policies providing the insurance required which Tenant is obligated to maintain under the terms of this Section 9 Article may be made payable to the holder of any mortgages on the fee interest of the Leased Premises as part of its interests may appear under a blanket policy covering all of Tenant’s property and businessstandard mortgagee endorsement, provided such mortgagee(s) agrees that it will in the coverages required under Section 9.1 are maintainedevent of loss make the proceeds of such insurance available to Tenant during the course of reconstruction and repair upon presentation of material and labor bills for work completed and such other reasonable requirements of such mortgagee(s) so that such monies may be used by Tenant to pay for the costs of such repair and restoration work. If at any time there is no such mortgage, the insurance proceeds shall be escrowed with a title insurance company or another party acceptable to the Landlord and the Tenant, and disbursed to pay for the costs of such repair and restoration work.

Policies. All insurance policies Insurance shall be written with purchased form companies having a rating of A-VII or better in the current Best's Insurance Reports published by A.M. Best Company. Policies of insurance companies and shall be in form reasonably satisfactory to Landlord. All insurance policies shall name Landlord as an additional insured and loss payee as its interest may appear and shall provide that they may will not be terminated or modified in any way which would materially decrease the protection afforded Landlord under this Lease cancelled without at least thirty (30) days’ advance ' prior written notice to LandlordORBITZ. All The Professional Liability, Error and Omissions and the Commercial General Liability coverages shall be primary and non-contributing with respect to 40 any other insurance or self-insurance that may be maintained by UPSTREAM. Certificates of insurance evidencing coverage shall be submitted within a reasonable time after the execution of this Agreement, and on each insurance policy renewal thereafter. UPSTREAM shall, at ORBITZ's request, make copies of its insurance policies available for review by ORBITZ at UPSTREAM's corporate headquarters. If UPSTREAM does not provide ORBITZ with such certificates of insurance, or in ORBITZ's opinion, such policies do not afford adequate protection for ORBITZ, then ORBITZ will so advice UPSTREAM. Thereafter, if UPSTREAM does not furnish evidence of acceptable coverage within fifteen (15) days, then ORBITZ shall have the right, in its sole discretion, to (i) withhold payments from UPSTREAM and, in its discretion, purchase such insurance as it deems necessary to comply with the description of insurance in this section until evidence of such acceptable coverage is provided, or (ii) immediately terminate this Agreement. Failure to obtain and maintain required insurance shall not relieve UPSTREAM of any obligation contain in this Agreement. Additionally, any approval by ORBITZ of any of UPSTREAM' s insurance policies shall also contain an endorsement that Landlordnot relieve UPSTREAM of any obligation contained in this Agreement. 41 EXHIBIT D 2002 ARC MONTHLY REPORTING TABLE 42 EXHIBIT D-l U.S. TELEPHONE TRANSACTION FEE PRICING MATRICES [***] ---------- *** The contents of this exhibit, although named as an additional insuredconsisting of twelve pages, shall nevertheless be entitled have been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to recover for damages caused the omitted portions. EXHIBIT D-2 U.S. EMAIL TRANSACTION FEE PRICING MATRICES [***] ---------- *** The contents of this exhibit, consisting of seven pages, have been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 44 EXHIBIT D-3 CONTRACTOR EMAIL PRICING MATRICES [***] ---------- *** The contents of this exhibit, consisting of two pages, have been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 45 EXHIBIT E DISPUTE RESOLUTION PROCEDURES If a dispute or claim is not resolved by the negligence management of Tenantthe parties within ninety (90) days (or such longer period as the parties mutually agree) after submission by written notice by one party to the other party, the dispute or claim shall be settled by binding arbitration. The minimum arbitration shall be conducted according to the procedures set forth herein and the commercial arbitration rules of the American Arbitration Association ("AAA"). In the event of a conflict between the procedures set forth herein and the applicable AAA rules, the procedures set forth herein shall govern. The exclusive location of the arbitration shall be in New York, NY. The arbitration shall be conducted in English before a panel of three (3) arbitrators to be selected according to the applicable AAA rules. No person shall be part of the arbitral panel unless that person has agreed in writing to abide by the arbitration provisions set forth herein. No discovery will be permitted in connection with the arbitration unless, and only to the extent, discovery is authorized in writing by the arbitral panel upon (a) a demand therefor by a party, and (b) a majority decision of the arbitral panel that there is a substantial need for discovery in order to decide the dispute in a fair and timely manner on the merits. The parties and the arbitrators shall treat the existence and all aspects of the arbitration as confidential. The arbitrators may not award any relief of any kind except monetary relief subject to the limits of insurance specified set forth in this Article IX shall Agreement. Without limitation on the foregoing, in no way limit event may the arbitrators award (i) non-monetary or diminish Tenant’s liability under equitable relief of any sort; (ii) damages inconsistent with the terms of this LeaseAgreement; (iii) punitive damages; or (iv) any award or remedy of any kind that could not be made or imposed by a court deciding the matter in the same jurisdiction. Upon Tenant’s default The parties expressly waive their right to claim and obtain such damages or relief in obtaining the arbitration proceeding or delivering any other forum (except only to the certificates extent of claims for injunctive relief for protection of confidential information or infringement of intellectual property, which claims may be submitted to any such insurance or Tenant’s failure to pay court of competent jurisdiction). The result of the charges therefor, Landlord may, at its option, arbitration will be final and binding on or after the tenth parties. Judgment on the arbitrators' award may be entered in any court having jurisdiction. EXHIBIT F DISASTER RECOVERY PLAN (10thTO BE ATTACHED HERETO NO LATER THAN THE END OF THE IMPLEMENTATION PERIOD) day after written notice thereof is given to Tenant, procure or pay the charges for any such policy or policies and the total cost and expense (including reasonable attorneys’ fees) thereof shall be immediately paid by Tenant to Landlord as Additional Rent upon receipt of a bxxx therefor, and any amount not so paid shall bear interest 47 EXHIBIT G CALL CENTER REQUIREMENTS - CREDIT CARD ERROR MESSAGES AND FRAUD PREVENTION I. CREDIT CARD ERROR MESSAGES Some Orbitz customers receive error messages at the Default Interest Rate website if the certain conditions related to their credit card account status exist. These errors will cause the customer's credit card number to be placed in an Orbitz 24-hour temporary negative file, that will restrict the use of that card on the Orbitz website. Reasons for these error messages include: - Insufficient funds - Bank has deactivated card due to fraud or suspected fraud - Credit limit exceeded When these conditions exist, the customer will be directed by an error message at the site to contact their card-issuing bank to remedy the problem. Neither Upstream nor Orbitz can remedy these situations. The cardholders must call the Bank themselves to correct it. Upstream should be aware of these error messages and instruct customers to remedy these situations with their banks. II. FRAUD PREVENTION A. NEGATIVE FILE Negative File is an internal Block List of Credit Cards in which Orbitz uses to protect themselves against possible fraudulent transactions. Customers that have been added to the Orbitz negative file database will receive a specific error message (error message 163) informing them that we cannot process the purchase with credit card they are attempting to use. After the customer has corrected any credit card discrepancies with their card-issuing bank, we will have to remove the customer from the date advancednegative file database before they can make a purchase on the website. Any minimum amount The customers will be directed to contact Customer Service to correct the problem. To remove the credit card from the negative file, Upstream must perform the following procedures. Upstream should collect the following information from the customer: 1. Email address used to establish the Orbitz account 2. Name as it appears on the customer's credit card 3. Last 4 digits of coverage specified above shall be subject to increase at any time, and from time to time, if Landlord shall reasonably deem same to be necessary for adequate protectionthe credit card 4. Within thirty (30) days after demand by Landlord that the minimum amount of any coverage be so increased, Tenant shall furnish Landlord with evidence of Tenant’s compliance with such demand. Tenant may maintain the insurance required under this Section 9 as part of a blanket policy covering all of Tenant’s property and business, provided that the coverages required under Section 9.1 are maintained.Customer's phone number 48

Policies. All insurance policies shall be written with insurance companies and shall be in form reasonably satisfactory to Landlord. All insurance policies shall name Landlord as an additional insured and loss payee as its interest their respective interests may appear and shall provide that they may not be terminated or modified in any way which would materially decrease the protection afforded Landlord under this Lease without thirty sixty (3060) days’ ' advance written notice to Landlord. All policies shall also contain an endorsement that Landlord, although named as an additional insured, shall nevertheless be entitled to recover for damages caused by the negligence of Tenant. The minimum limits of insurance specified in this Article IX Section shall in no way limit or diminish Tenant’s 's liability under this Lease. Tenant shall furnish to Landlord, prior to the date such insurance is first required to be carried by Tenant, and thereafter prior to the expiration of each such policy, true and correct photocopies of all insurance policies required under this Section, together with any amendments and endorsements to such policies, certificates of insurance, and such other evidence of coverages as Landlord may reasonably request, and evidence of payment of all premiums and other expenses owed in connection therewith. Upon Tenant’s 's default in obtaining or delivering the certificates policy for any such insurance or Tenant’s 's failure to pay the charges therefor, Landlord may, at its option, on or after the tenth (10th) day after written notice thereof is given to Tenant, procure or pay the charges for any such policy or policies and the total cost and expense (including reasonable attorneys’ ' fees) thereof shall be immediately paid by Tenant to Landlord as Additional Rent upon receipt of a bxxx therefor, and any amount not so paid shall bear interest at the Default Interest Rate from the date advanced. Any minimum amount of coverage specified above shall be subject to increase at any time, and from time to time, if Landlord shall reasonably deem same to be necessary for adequate protectionbill xxxrefor. Within thirty (30) days after demand by Landlord that the minimum amount of any coverage be so increased, Tenant shall furnish Landlord with evidence of Tenant’s 's compliance with such demand. Tenant may maintain the insurance required under this Section 9 as part of a blanket policy covering all of Tenant’s property and business, provided that the coverages required under Section 9.1 are maintained.

Policies. All insurance policies Insurance required hereunder shall be written by companies having a rating in “Best’s Insurance Guide” approved by Landlord, licensed to do business in the state in which the Premises are located and otherwise acceptable to Landlord and the holder of any mortgage or deed of trust on the Premises or any part or portion thereof. Tenant shall deliver to Landlord copies of policies of such insurance or certificates evidencing the existence and amounts of such insurance with insurance companies and shall be in form reasonably loss payable clauses satisfactory to Landlord. All insurance policies No such policy shall name Landlord as an additional insured and loss payee as its interest may appear and shall provide that they may not be terminated cancelable or modified in any way which would materially decrease the protection afforded Landlord under this Lease without thirty (30) days’ advance subject to reduction of coverage or other modification except after 30 days written notice to Landlord. All policies Tenant shall, within 10 days of the expiration of such policies, furnish Landlord with renewals or “binders” thereof, or Landlord may order such insurance and charge the cost thereof to Tenant, which amount shall also contain an endorsement that Landlord, although named as an additional insured, shall nevertheless be entitled to recover for damages caused payable by Tenant upon demand. Each such policy or certificate therefor issued by the negligence insurer shall to the extent obtainable contain (i) a provision that no act or omission of Tenant. The minimum limits Tenant which would otherwise result in forfeiture or reduction of the insurance specified in this Article IX therein provided shall in no way affect or limit or diminish Tenant’s liability under this Lease. Upon Tenant’s default in obtaining or delivering the certificates for any such obligation of the insurance or Tenant’s failure company to pay the charges thereforamount of any loss sustained and (ii) an agreement by the insurer that such policy shall not be canceled without at least 30 days prior written notice by registered mail to Landlord. Tenant shall not do or permit to be done anything which shall invalidate the insurance policies referred to herein. If Tenant shall fail to procure and maintain any insurance required to be maintained by it by virtue of any provision of this paragraph, Landlord may, at its option, on or after the tenth (10th) day after written notice thereof is given to Tenantbut shall not be required to, procure or pay and maintain the charges for any such policy or policies and the total cost and expense (including reasonable attorneys’ fees) thereof shall be immediately paid by Tenant to Landlord as Additional Rent upon receipt of a bxxx thereforsame, and any amount not so paid shall bear interest but at the Default Interest Rate from the date advanced. Any minimum amount of coverage specified above shall be subject to increase at any time, and from time to time, if Landlord shall reasonably deem same to be necessary for adequate protection. Within thirty (30) days after demand by Landlord that the minimum amount of any coverage be so increased, Tenant shall furnish Landlord with evidence expense of Tenant’s compliance with such demand. Tenant may maintain the insurance required under this Section 9 as part of a blanket policy covering all of Tenant’s property and business, provided that the coverages required under Section 9.1 are maintained.

Policies. All Insurance required to be maintained by Tenant shall be by companies rated A VIII or better in Best’s Insurance Guide licensed to do business in Arizona and acceptable to Landlord. Tenant shall obtain, at its expense, endorsements to all insurance policies adding Landlord as additional insured and Tenant shall be written deliver to Landlord copies of policies of such insurance or certificates evidencing the existence and amounts of such insurance with insurance companies and shall be in form reasonably loss payable clauses satisfactory to Landlord. All insurance policies shall name Landlord be written as an additional insured and loss payee as its interest may appear primary policies, and shall provide that they any insurance which Landlord or Landlord’s lender may not carry is strictly excess, secondary and non-contributing with any insurance carried by Tenant. No such policy shall be terminated cancelable or modified in any way which would materially decrease the protection afforded Landlord under this Lease without subject to reduction of coverage or other modification except after thirty (30) days’ advance days written notice to Landlord. All policies Tenant shall, within ten (10) days of the expiration of such policies, furnish Landlord with renewals or “binders” thereof, or Landlord may order such insurance and charge the cost thereof to Tenant, which amount shall also contain an endorsement that Landlord, although named as an additional insured, shall nevertheless be entitled to recover for damages caused payable by Tenant upon demand. Each such policy or certificate therefor issued by the negligence insurer shall to the extent obtainable contain (i) a provision that no act or omission of Tenant. The minimum limits Tenant which would otherwise result in forfeiture or reduction of the insurance specified in this Article IX therein provided shall in no way affect or limit or diminish Tenant’s liability under this Lease. Upon Tenant’s default in obtaining or delivering the certificates for any such obligation of the insurance or Tenant’s failure company to pay the charges therefor, Landlord may, at its option, on or after amount of any loss sustained and (ii) an agreement by the tenth (10th) day after written notice thereof is given to Tenant, procure or pay the charges for any insurer that such policy or policies and the total cost and expense (including reasonable attorneys’ fees) thereof shall not be immediately paid by Tenant to Landlord as Additional Rent upon receipt of a bxxx therefor, and any amount not so paid shall bear interest canceled without at the Default Interest Rate from the date advanced. Any minimum amount of coverage specified above shall be subject to increase at any time, and from time to time, if Landlord shall reasonably deem same to be necessary for adequate protection. Within least thirty (30) days after demand prior written notice by Landlord that registered mail to Landlord. Tenant shall not do or permit to be done anything which shall invalidate the minimum amount insurance policies referred to herein. If Tenant shall fail to procure and maintain any insurance required to be maintained by it by virtue of any coverage provision of this Section 10, Landlord may, but shall not be so increasedrequired to, Tenant shall furnish Landlord with evidence procure and maintain the same, at the expense of Tenant’s compliance with such demand. Tenant may maintain the insurance required under this Section 9 as part of a blanket policy covering all of Tenant’s property and business, provided that the coverages required under Section 9.1 are maintained.