Common use of Property Insurance Clause in Contracts

Property Insurance. The Company will carry or cause to be carried at all times, at no expense to any Additional Insured, with Approved Insurers insurance covering physical damage to the Pledged Spare Parts providing for the reimbursement of the actual expenditure incurred in repairing or replacing any damaged or destroyed Pledged Spare Part or, if not repaired or replaced, for the payment of the amount it would cost to repair or replace such Pledged Spare Part, on the date of loss, with proper deduction for obsolescence and physical depreciation. The Collateral Agent shall be named as a loss payee as its interests may appear. Any policies of insurance carried in accordance with this Annex B covering the Pledged Spare Parts and any policies taken out in substitution or replacement for any such policies shall provide that (A) all insurance proceeds up to 110% of the outstanding Accreted Principal (the “Debt Balance”) paid under such policies as a result of the occurrence of an Event of Loss with respect to any Pledged Spare Part involving proceeds in excess of the Threshold Amount will be paid to the Collateral Agent, it being agreed that the Collateral Agent shall pay the amount of such proceeds to the Company or its order to the extent required under Section 3.06(d) and (B) the entire amount of any insurance proceeds not involving an Event of Loss with respect to any Pledged Spare Parts or involving proceeds of the Threshold Amount or less and the amount of insurance proceeds in excess of the Debt Balance shall be paid to the Company or its order; provided that if a Special Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Collateral Agent or the Trustee, the amount of any proceeds of any loss with respect to the Pledged Spare Parts shall be paid to the Collateral Agent.

Property Insurance. 1. The Company will carry or cause to be carried at all timesAviation Authority may, at no its option, maintain property insurance on the South Terminal Complex and other property at the Airport, but it is expressly understood that such insurance shall not cover the Improvements, equipment or other contents, including property of Company. 2. Company shall, without expense to any Additional Insuredthe Aviation Authority, with Approved Insurers insurance covering physical damage to obtain and maintain in effect through the Pledged Spare Parts providing for the reimbursement end of the actual expenditure incurred in repairing or replacing any damaged or destroyed Pledged Spare Part or, if not repaired or replacedTerm of this Agreement, for the payment benefit of Company, the Aviation Authority and the trustee of certain of the amount it would cost to repair or replace such Pledged Spare PartAviation Authority's outstanding Airport revenue bonds, on the date of loss, with proper deduction for obsolescence and physical depreciation. The Collateral Agent shall be named as a loss payee as its their interests may appear, property insurance in the amount of the replacement cost of all Improvements, equipment or other property hereafter installed or located on the Airport by Company, in such form and with such company or companies as the Chief Executive Officer shall approve. Any Such insurance shall be effective at least twenty (20) days prior to the Commencement Date or the commencement of any installation of any Improvements by Company at the Airport, whichever first occurs, and shall be maintained by Company through the end of the Term of this Agreement. 3. At least fifteen (15) days prior to the Commencement Date or the commencement of any installation of any Improvements by Company at the Airport, whichever first occurs, and at least thirty (30) days prior to the expiration of any policy or policies theretofore provided by Company under this Article 12.C., Company shall furnish to the Chief Executive Officer the declarations page(s) from the insurance policy or policies evidencing such coverage, or certificate(s) of insurance carried in accordance with this Annex B covering and XXXXX, or equivalent form and such declarations page(s) or certificate(s) of insurance shall indicate that the Pledged Spare Parts Aviation Authority, Company and the trustee of certain of the Aviation Authority's outstanding Airport revenue bonds are named as loss payees as their interests may appear, and that the policy or policies will not be cancelled or reduced without thirty (30) days' prior written notice thereof to the Aviation Authority. The Aviation Authority also requires a minimum of thirty (30) days prior written notice of any policies taken out adverse material change in substitution Company’s required insurance coverage, except that a minimum ten (10) days prior written notice of cancellation for nonpayment must be provided. Notification of any adverse material change may be provided by Company, insurer, or replacement broker, but Company shall have the ultimate responsibility to ensure that the Aviation Authority is promptly notified. 4. Company, on behalf of itself and its insurance carrier(s), hereby waives any and all rights of recovery which it may have against the Aviation Authority or the City or any of the other Indemnified Parties for any such policies shall provide that (A) all insurance proceeds up loss of or damage to 110% of the outstanding Accreted Principal (the “Debt Balance”) paid under such policies property it may suffer as a result of the occurrence any fire or other peril normally insured against under a policy of an Event of Loss with respect to any Pledged Spare Part involving proceeds in excess of the Threshold Amount will be paid to the Collateral Agent, it being agreed that the Collateral Agent shall pay the amount of such proceeds to the Company or its order to the extent required under Section 3.06(d) and (B) the entire amount of any insurance proceeds not involving an Event of Loss with respect to any Pledged Spare Parts or involving proceeds of the Threshold Amount or less and the amount of insurance proceeds in excess of the Debt Balance shall be paid to the Company or its order; provided that if a Special Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Collateral Agent or the Trustee, the amount of any proceeds of any loss with respect to the Pledged Spare Parts shall be paid to the Collateral Agentproperty insurance.

Property Insurance. The Company will carry or cause to be carried (a) Tenant shall, at all timestimes during the Lease Term, at no expense to any Additional Insuredkeep insured all of the Improvements, with Approved Insurers insurance covering physical damage to the Pledged Spare Parts providing for extent insurable, against all loss or damage thereto caused by fire or other casualty insured by what is commonly known as a fire and extended coverage policy issued by a carrier with a Best rating not less than A+, in amounts equal to the reimbursement full replacement value of the actual expenditure incurred in repairing or replacing any damaged or destroyed Pledged Spare Part or, if not repaired or replaced, for the payment of the amount it would cost to repair or replace such Pledged Spare Part, on the date of loss, with proper deduction for obsolescence and physical depreciationImprovements. The Collateral Agent Landlord shall be named as an additional insured on such policy, provided that the terms of this Paragraph 9 shall govern the disbursement and use of any proceeds payable under such policy. Tenant shall cause to be furnished to Landlord a loss payee as its interests duplicate original or certified copy of the policy described herein. The aforementioned insurance may appear. Any policies not be canceled without fifteen (15) days advance written notice to Landlord. (b) It is agreed that the excess money received from insurance remaining after the reconstruction or repair of any of the Improvements shall belong to Tenant. (c) It is agreed that in the event of destruction of any part or the whole of Improvements, Tenant shall be obligated to rebuild the Improvements with construction to begin within sixty (60) days after the later of (i) the receipt of insurance carried proceeds, (ii) completion of plans and specifications for the reconstruction project, and (iii) all required permits have been obtained; and Tenant shall diligently complete such reconstruction in accordance with a timely manner. The new premises or part thereof shall be subject to all terms of this Annex B covering the Pledged Spare Parts and any policies taken out in substitution or replacement for Lease, provided however, that if any such policies shall provide that (A) all insurance proceeds up to 110% of the outstanding Accreted Principal (the “Debt Balance”) paid under such policies as a result of the occurrence of an Event of Loss with respect to any Pledged Spare Part involving proceeds damage or destruction is in excess of fifty (50%) of the Threshold Amount total replacement cost of the Improvements during the final sixty (60) months of the Initial Term or a Renewal Term, Tenant may terminate this Lease within ninety (90) days after such damage by delivering written notice of such termination to Tenant. If this Lease is so terminated, (i) Tenant shall release the insurance proceeds to Landlord except, for the portion received by reason of the loss of Tenant’s equipment, trade and business fixtures, signs and other personal property which portion will be paid to Tenant, and (ii) Base Rent shall be payable through the Collateral Agentdate of casualty, it being and Landlord will refund to Tenant any prepaid unaccrued Base Rent, less sums, if any, Tenant owes to Landlord. (d) It is agreed that in the Collateral Agent shall pay the amount event of such proceeds to the Company loss or its order to the extent required under Section 3.06(d) and (B) the entire amount of any insurance proceeds not involving an Event of Loss with respect to any Pledged Spare Parts damages by fire or involving proceeds of the Threshold Amount or less and the amount of insurance proceeds in excess of the Debt Balance shall be paid to the Company or its order; provided that if a Special Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Collateral Agent or the Trusteeother casualty described herein, the amount of any proceeds of any loss with respect to the Pledged Spare Parts shall Premises may be paid to the Collateral Agentrebuilt only for use as its original purpose, specifically student housing.

Property Insurance. The Company will carry Landlord shall purchase and keep in force and as Additional Rent and in accordance with Paragraph 4D of this Lease, Tenant shall pay to Landlord (or cause to be carried at all times, at no expense to any Additional Insured, with Approved Insurers Landlord's agent if so directed by Landlord) Tenant's proportionate share (calculated on a square footage or other equitable basis as calculated by Landlord) of the deductibles on insurance claims and the cost of policy or policies of insurance covering physical loss or damage to the Pledged Spare Parts providing for the reimbursement of the actual expenditure incurred Premises and Complex in repairing or replacing any damaged or destroyed Pledged Spare Part or, if not repaired or replaced, for the payment of the amount it would cost to repair or replace such Pledged Spare Part, on the date of loss, with proper deduction for obsolescence and physical depreciation. The Collateral Agent shall be named as a loss payee as its interests may appear. Any policies of insurance carried in accordance with this Annex B covering the Pledged Spare Parts and any policies taken out in substitution or replacement for any such policies shall provide that (A) all insurance proceeds up to 110% of the outstanding Accreted Principal (the “Debt Balance”) paid under such policies as a result of the occurrence of an Event of Loss with respect to any Pledged Spare Part involving proceeds in excess of the Threshold Amount will be paid to the Collateral Agent, it being agreed that the Collateral Agent shall pay the amount of the full replacement value thereof, providing protection against those perils included within the classification of "all risks" insurance and flood and/or earthquake insurance, if available, plus a policy of rental income insurance in the amount of one hundred (100%) percent of twelve (12) months Basic Rent, plus sums paid as Additional Rent. If such proceeds insurance cost is increased due to Tenant's use of the Premises or the Complex, Tenant agrees to pay to Landlord the full cost of such increase. Tenant shall have no interest in nor any right to the Company or its order proceeds of any insurance procured by Landlord for the Complex. Landlord and Tenant do each hereby respectively release the other, to the extent required under Section 3.06(d) and (B) the entire amount of any insurance proceeds not involving an Event of Loss with respect to any Pledged Spare Parts or involving proceeds coverage of the Threshold Amount releasing party, from any liability for loss or less and the amount of insurance proceeds in excess damage caused by fire or any of the Debt Balance shall be paid to extended coverage casualties included in the Company releasing party's insurance policies, irrespective of the cause of such fire or its ordercasualty; provided provided, however, that if a Special Default or an Event the insurance policy of Default either releasing party prohibits such waiver, then this waiver shall have occurred and be continuing and the insurers have been notified thereof by the Collateral Agent or the Trusteenot take effect until consent to such waiver is obtained. If such waiver is so prohibited, the amount of any proceeds of any loss with respect to insured party affected shall promptly notify the Pledged Spare Parts shall be paid to the Collateral Agentother party thereof.

Property Insurance. (a) The Company will carry or cause to be carried at all timesTenant shall, at no its sole cost and expense to keep and maintain in force Comprehensive All Risk Property Insurance on the Improvements and Equipment situated at each Individual Property, including coverage against loss or damage by fire, collapse, lightning, water damage, windstorm, tornado, hail, flood (if required by any Additional InsuredLegal Requirement), with Approved Insurers insurance covering physical vandalism and malicious mischief, sprinkler breakage, earthquake (if required by any Legal Requirement) subsidence, debris removal, demolition and against loss or damage by such other, further and additional risks as now are or hereafter may be embraced by the standard all risk coverage forms of endorsements, in each case: (i) in an amount equal to the Pledged Spare Parts providing greater of (x) 100% of their "Replacement Value," which for purposes of this Lease shall mean actual replacement value or (y) an amount at least equal to the reimbursement sum of the actual expenditure incurred in repairing or replacing any damaged or destroyed Pledged Spare Part orprincipal amount of all Outstanding Bonds and the Landlord's Equity Amount, if together with interest thereon for a period of not repaired or replaced, for less than six months calculated at the payment of the Maximum Rate; (ii) containing an agreed amount it would cost to repair or replace such Pledged Spare Part, on the date of loss, with proper deduction for obsolescence and physical depreciation. The Collateral Agent shall be named as a loss payee as its interests may appear. Any policies of insurance carried in accordance with this Annex B covering the Pledged Spare Parts and any policies taken out in substitution or replacement for any such policies shall provide that (A) all insurance proceeds up to 110% of the outstanding Accreted Principal (the “Debt Balance”) paid under such policies as a result of the occurrence of an Event of Loss endorsement with respect to any Pledged Spare Part involving proceeds in excess of the Threshold Amount such Improvements and Equipment waiving all co-insurance provisions; and (iii) containing an endorsement that all covered losses will be paid on a replacement cost basis. (b) [Intentionally Omitted] (c) Any insurance required to be provided by the Tenant under this Section 22.6 may be provided by blanket insurance covering all of the Individual Properties comprising the Leased Property, provided that (i) such blanket insurance complies with all of the other requirements of this Lease, (ii) the amounts payable to the Collateral AgentLandlord, it being agreed that the Collateral Agent and the Trustee under such blanket insurance shall pay be payable whether or not the amount of such proceeds to the Company or its order to the extent required under Section 3.06(d) and (B) the entire amount of any insurance proceeds not involving Tenant, as an Event of Loss with respect additional insured, may be otherwise entitled to any Pledged Spare Parts or involving proceeds of the Threshold Amount or less policy and (iii) the insurance protection to be provided hereunder for the Landlord, the Agent and the amount of Trustee is not impaired or diminished by such blanket insurance proceeds in excess or inclusion of the Debt Balance Tenant as an insured thereunder. (d) The Tenant shall be paid to the Company or also, at its order; provided that sole cost and expense, keep boiler and machinery insurance, if applicable, on an extended comprehensive basis with a Special Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Collateral Agent or the Trustee, the amount of any proceeds of any loss with respect to the Pledged Spare Parts shall be paid to the Collateral Agentjoint agreement if there are two separate policies.

Property Insurance. The Company will carry or cause to be carried at all timesBorrower and/or Operator shall, at no expense to any Additional Insuredits expense, with Approved Insurers insurance covering physical keep and maintain its assets insured against loss or damage by fire, theft, explosion, spoilage and all other hazards and risks ordinarily insured against by other owners or users of such properties in similar businesses in an amount at least equal to the Pledged Spare Parts providing full insurable value of all such property. All such policies of insurance shall be in form and substance reasonably satisfactory to the Agent. The Borrower shall deliver to the Agent the original (or a certified) copy of each policy of insurance and evidence of payment of all premiums therefor. Such policies of insurance shall contain an endorsement, in form and substance satisfactory to the Agent, showing the Agent for the reimbursement benefit of Lenders as “Lender’s Loss Payee” and all loss payable to the actual expenditure incurred in repairing or replacing any damaged or destroyed Pledged Spare Part or, if not repaired or replaced, Agent for the payment benefit of the amount it would cost to repair or replace such Pledged Spare PartLenders, on the date of loss, with proper deduction for obsolescence and physical depreciation. The Collateral Agent shall be named as a loss payee as its interests may appear, as provided in this Section 8.7. Any Such endorsement shall provide that such insurance company will give the Agent at least thirty (30) days prior written notice before any such policy or policies of insurance carried in accordance with this Annex B covering the Pledged Spare Parts shall be altered or canceled and any policies taken out in substitution that no act or replacement for any such policies shall provide that (A) all insurance proceeds up to 110% default of the outstanding Accreted Principal (Borrower or any other Person shall affect the “Debt Balance”) paid right of the Agent to recover under such policy or policies of insurance in case of loss or damage. The Borrower hereby directs all insurers under such policies of insurance to pay all proceeds of insurance policies directly to the Agent and the Agent shall, in its sole discretion, either apply such proceeds against the Liabilities (in such order as a result of Agent, in its sole discretion, may determine) or permit the Borrower to use such proceeds to restore or rebuild the damaged property. Upon the occurrence of an Event of Loss with respect to any Pledged Spare Part involving proceeds in excess of the Threshold Amount will be paid to the Collateral Agent, it being agreed that the Collateral Agent shall pay the amount of such proceeds to the Company or its order to the extent required under Section 3.06(d) and (B) the entire amount of any insurance proceeds not involving an Event of Loss with respect to any Pledged Spare Parts or involving proceeds of the Threshold Amount or less and the amount of insurance proceeds in excess of the Debt Balance shall be paid to the Company or its order; provided that if a Special Default or an Event of Default shall have occurred Default, the Borrower irrevocably makes, constitutes and be continuing appoints the Agent on behalf of Lenders (and the insurers have been notified thereof all officers, employees or agents designated by the Collateral Agent in writing to the Borrower) as the Borrower’s true and lawful attorney-in-fact for the purpose of making, settling and adjusting claims under all such policies of insurance, endorsing the name of the Borrower on any check, draft, instrument or other item of payment received by the Borrower or the Trustee, the amount Agent pursuant to any such policies of any proceeds of any loss insurance and for making all determinations and decisions with respect to the Pledged Spare Parts shall be paid to the Collateral Agentsuch policies of insurance. UNLESS THE BORROWER PROVIDES THE AGENT WITH EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY THIS AGREEMENT WITHIN TEN BUSINESS DAYS FOLLOWING AGENT’S REQUEST, THE AGENT MAY PURCHASE INSURANCE AT THE BORROWER’S EXPENSE TO PROTECT THE AGENT’S AND LENDERS’ INTERESTS IN THE COLLATERAL. THIS INSURANCE MAY, BUT NEED NOT, PROTECT BORROWER’S INTERESTS IN THE COLLATERAL. THE COVERAGE PURCHASED BY THE AGENT MAY NOT PAY ANY CLAIMS THAT THE BORROWER MAKES OR ANY CLAIM THAT IS MADE AGAINST THE BORROWER IN CONNECTION WITH THE COLLATERAL. THE BORROWER MAY LATER CANCEL ANY SUCH INSURANCE PURCHASED BY THE AGENT, BUT ONLY AFTER PROVIDING THE AGENT WITH EVIDENCE THAT THE BORROWER HAS OBTAINED INSURANCE AS REQUIRED BY THIS AGREEMENT. IF THE AGENT PURCHASES INSURANCE FOR THE COLLATERAL, THE BORROWER WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING INTEREST AND ANY OTHER CHARGES THAT THE AGENT MAY IMPOSE IN CONNECTION WITH THE PLACEMENT OF THE INSURANCE, UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE MAY BE ADDED TO THE OBLIGATIONS SECURED HEREBY. THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF INSURANCE THE INITIAL BORROWER MAY BE ABLE TO OBTAIN ON ITS OWN.

Property Insurance. The Company Owner will carry or cause to be carried at all times, at no expense to any Additional Insured, with Approved Insurers insurance covering physical damage to the Pledged Spare Parts providing for the reimbursement of the actual expenditure incurred in repairing or replacing any damaged or destroyed Pledged Spare Part or, if not repaired or replaced, for the payment of the amount it would cost to repair or replace such Pledged Spare Part, on the date of loss, with proper deduction for obsolescence and physical depreciation. The Collateral Agent shall be named as a loss payee as its interests may appear. Any policies of insurance carried in accordance with this Annex Section B covering the Pledged Spare Parts and any policies taken out in substitution or replacement for any such policies shall provide that (A) all insurance proceeds up to 110% of the outstanding Accreted Principal (the “Debt Balance”) applicable Minimum Insurance Amount paid under such policies as a result of the occurrence of an Event of Loss with respect to any Pledged Spare Part Parts involving proceeds in excess of the Threshold Amount will be paid to the Collateral AgentMortgagee, it being agreed that the Collateral Agent Mortgagee shall pay the amount of such proceeds to the Company Owner or its order to the extent required under Section 3.06(d2.05(d) or (e) of the Spare Parts Security Agreement, and (B) the entire amount of any insurance proceeds not involving an Event of Loss with respect to any Pledged Spare Parts or involving proceeds of the Threshold Amount or less and the amount of insurance proceeds in excess of the Debt Balance applicable Minimum Insurance Amount shall be paid to the Company Owner or its order; provided provided, that if a Special Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Collateral Agent or the TrusteeMortgagee, the amount of any proceeds of any loss with respect to the Pledged Spare Parts shall be paid to the Collateral AgentMortgagee. All losses will be adjusted by Owner with the insurers; provided, however, that during a period when an Event of Default shall have occurred and be continuing, Owner shall not agree to any such adjustment without the consent of the Mortgagee (such consent not to be unreasonably withheld or delayed).

Property Insurance. The Company will carry 52.1 Owner shall purchase and maintain, in a company or cause companies lawfully authorized to do business in the jurisdiction in which the Project is located, property insurance in the amount of the initial Contract Sum as well as subsequent modifications thereto for the entire Work at the site on a replacement cost basis without voluntary deductible. Such insurance shall be maintained on a policy applying to the Project or on a policy applying to other Owner-owned property at Owner’s discretion unless otherwise provided in the Contract Documents or otherwise agreed in writing by all persons and entities who are beneficiaries of such insurance, until Final Payment has been made as provided in this Agreement or until no person or entity other than the Owner has an insurable interest in the property required under this Section 52 to be carried at all timescovered, at no expense to any Additional Insured, with Approved Insurers whichever is earlier. This insurance covering physical damage to the Pledged Spare Parts providing for the reimbursement shall include interests of the actual expenditure incurred Owner, the Contractor, Subcontractors and sub-subcontractors in repairing or replacing any damaged or destroyed Pledged Spare Part or, if not repaired or replaced, for the payment of the amount it would cost to repair or replace such Pledged Spare Part, on the date of loss, with proper deduction for obsolescence and physical depreciationWork. The Collateral Agent Owner shall be named as a named insured on this policy and Contractor and Subcontractors shall be additional insureds. 52.2 Property insurance shall be on an all-risk policy form and shall insure against physical loss payee as its interests may appear. Any policies or damage resulting from the perils of insurance carried in accordance with this Annex B covering the Pledged Spare Parts fire and extended coverage and including, without duplication of coverage, water damage, theft, vandalism, malicious mischief, collapse, false-work, temporary buildings and debris removal including demolition occasioned by enforcement of any policies taken out in substitution or replacement applicable legal requirements, and shall cover reasonable compensation for any such policies shall provide that (A) all insurance proceeds up to 110% of the outstanding Accreted Principal (the “Debt Balance”) paid under such policies Architect's services and expenses required as a result of such insured loss. Coverage for other perils shall not be required unless otherwise provided in the Contract Documents. 52.3 Unless otherwise provided in the Contract Documents, this property insurance shall cover portions of the Work stored off the site after written approval of the Owner at the value established in the approval, and also portions of the Work in transit. 52.4 The Owner shall purchase and maintain boiler and machinery insurance required by the Contract Documents or by law, which shall cover such insured objects during installation and until final acceptance by the Owner; this insurance shall include interests of the Owner, Contractor, Subcontractors and sub-subcontractors in the Work, and the Owner shall be the named insured and Contractor and Subcontractors shall be additional insureds. 52.5 The Owner, at the Owner's option, may purchase and maintain such insurance as will insure the Owner against loss of use of the Owner's property related to the Project due to fire or other hazards, however caused. The Owner waives all rights of action against the Contractor for loss of use of the Owner's property related to the Project, including consequential losses due to fire or other hazards however caused. 52.6 If the Contractor requests in writing that insurance for risks other than those described herein or for other special hazards be included in the property insurance policy, the Owner shall, if possible include such insurance, and the cost thereof shall be charged to the Contractor by appropriate Modification. 52.7 If after Final Payment property insurance is to be provided on the completed Project through a policy or policies other than those insuring the Project during the construction period, the Owner shall waive all rights in accordance with the terms of Section 52.9 for damages caused by fire or other perils covered by this separate property insurance. All separate policies shall provide this waiver of subrogation by endorsement or otherwise. 52.8 Before an exposure to loss may occur, the Owner shall file with the Contractor a copy of the insurance certificates and of each policy that includes insurance coverages described by this Section 52. Each policy shall contain all generally applicable conditions, definitions, exclusions and endorsements related to this Project. Each policy shall contain a provision that the policy will not be canceled or allowed to expire until at least thirty (30) days prior written notice has been given to the Contractor. 52.9 The Owner and Contractor waive all rights against: (1) each other and any of their Subcontractors, sub- subcontractors, agents and employees, each of the other; (2) the Architect, Architect's consultants, separate contractors described in Section 50, if any, and any of their Subcontractors, sub-subcontractors, agents and employees if required by contract; and (3) the Owner for damages caused by fire or other perils to the extent covered by property insurance obtained pursuant to this Section 52 or other property insurance applicable to the Work, except such rights as they have to proceeds of such insurance held by the Owner as fiduciary. The Owner or Contractor, as appropriate, shall require of the Architect, Architect’s consultants, separate contractors described in Section 50, if any, and the Subcontractors, sub-subcontractors, agents and employees of any of them, by appropriate agreements, written where legally required for validity, similar waivers each in favor of other parties enumerated herein. The policies shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged. 52.10 A loss insured under property insurance purchased by Owner shall be adjusted by the Owner as fiduciary and made payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of any applicable mortgagee clause and of Section 52.13. The Contractor shall pay Subcontractors their just shares of insurance proceeds received by the Contractor, and by appropriate agreements, written where legally required for validity, shall require Subcontractors to make payments to their sub-subcontractors in similar manner. 52.11 If required in writing by a party in interest, the Owner as fiduciary shall, upon occurrence of an Event insured loss, give bond for proper performance of Loss the Owner's duties. The cost of required bonds shall be charged against proceeds received as fiduciary. The Owner shall deposit in a separate account proceeds so received, which the Owner shall distribute in accordance with such agreements as the parties in interest may reach. If after such loss no other special agreement is made, replacement of damaged property shall be covered by appropriate Change Order. 52.12 The Owner as fiduciary shall have power to adjust and settle a loss with insurers unless one of the parties in interest shall object in writing within five days after occurrence of loss to the Owner's exercise of this power. The Owner as fiduciary shall, in that case, make settlement with insurers. If distribution of insurance proceeds by arbitration is required, the arbitrators will direct such distribution. 52.13 Partial occupancy or use in accordance with Section 41 shall not commence until the insurance company or companies providing property insurance have consented to such partial occupancy or use by endorsement or otherwise. The Owner and the Contractor shall take reasonable steps to obtain consent of the insurance company or companies and shall, without mutual written consent, take no action with respect to partial occupancy or use that would cause cancellation, lapse or reduction of insurance. 52.14 Property insurance provided by Owner shall not cover any Pledged Spare Part involving proceeds tools, apparatus, machinery, scaffolding, hoists, forms staging, shoring and other similar items commonly referred to as construction equipment, which may be on the site and the capital value of which is not included in the Work. The Contractor shall make its own arrangements for any insurance the Contractor may require on such construction equipment. The insurer shall waive the right of subrogation against the Additional Insureds. 52.15 Property insurance for the Work purchased by Owner shall provide a deductible of no more than $1,000,000 per occurrence. Contractor shall be responsible for all deductible payments under Owner's property insurance from $0 to $25,000 per occurrence and Owner shall be responsible for the deductible in excess of the Threshold Amount will be paid to the Collateral Agent, it being agreed that the Collateral Agent shall pay the amount of such proceeds to the Company or its order to the extent required under Section 3.06(d) and (B) the entire amount of any insurance proceeds not involving an Event of Loss with respect to any Pledged Spare Parts or involving proceeds of the Threshold Amount or less and the amount of insurance proceeds in excess of the Debt Balance shall be paid to the Company or its order; provided that if a Special Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Collateral Agent or the Trustee, the amount of any proceeds of any loss with respect to the Pledged Spare Parts shall be paid to the Collateral Agent$25,000.

Property Insurance. The Company will carry Landlord shall obtain and keep in force during the term of this Lease a policy or cause to be carried at all times, at no expense to any Additional Insuredpolicies of insurance, with Approved Insurers insurance deductibles at the sole discretion of Landlord, covering physical loss or damage to the Pledged Spare Parts providing for Premises, the reimbursement of Building, and objects owned by Landlord and normally covered under a "Boiler and Machinery" policy (as such term is used in the actual expenditure incurred insurance industry), at least in repairing or replacing any damaged or destroyed Pledged Spare Part or, if not repaired or replaced, for the payment of the amount it would cost to repair or replace such Pledged Spare Part, on the date of loss, with proper deduction for obsolescence and physical depreciation. The Collateral Agent shall be named as a loss payee as its interests may appear. Any policies of insurance carried in accordance with this Annex B covering the Pledged Spare Parts and any policies taken out in substitution or replacement for any such policies shall provide that (A) all insurance proceeds up to 110% of the outstanding Accreted Principal (the “Debt Balance”) paid under such policies as a result of the occurrence of an Event of Loss with respect to any Pledged Spare Part involving proceeds in excess of the Threshold Amount will be paid to the Collateral Agent, it being agreed that the Collateral Agent shall pay the amount of the full replacement cost thereof, and in no event less than the total amount required by Mortgagees, against all perils included within the classification of fire, extended coverage, vandalism, malicious mischief, special extended perils ("all risk" or "special causes of action," as such proceeds terms are used in the insurance industry, including, at Landlord's option, collapse, earthquake and flood) and other perils as required by the Mortgagees or deemed necessary by Landlord. A stipulated value or agreed amount endorsement deleting any co- insurance provision of said policy or policies shall be procured with said insurance. The cost of such insurance policies shall be included in the definition of Project Costs, and shall be paid by Tenant in the manner set forth in Section 7. 1. Such insurance Policies shall provide for payment of loss thereunder to Landlord or, at Landlord's election, to the Company Mortgagees. If the Premises are part of a larger building, or its order if the Premises are part of a group of buildings owned by Landlord which are adjacent to the extent required under Section 3.06(d) and (B) Premises, then Tenant shall pay for any increase in the entire amount of any property insurance proceeds not involving an Event of Loss with respect to any Pledged Spare Parts or involving proceeds of the Threshold Amount Building or less such other building or buildings within the Project if such increase is caused by Tenant's acts, omissions, use or occupancy of the Premises. Tenant shall obtain and keep in force during the Term, at its sole cost and expense, (i) an "all risk" or "special causes of action" property policy in the amount of insurance proceeds in excess the full replacement cost covering Tenant's Personal Property and any Alterations made by or at the request of the Debt Balance shall be paid to the Company or Tenant, with Landlord insured as its order; provided that if a Special Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Collateral Agent or the Trustee, the amount of any proceeds of any loss with respect to the Pledged Spare Parts shall be paid to the Collateral Agentinterest may appear.

Property Insurance. The Company will carry or Borrowers shall, and shall cause to be carried any Subsidiary to, at all times, at no expense to any Additional Insured, maintain with Approved Insurers financially sound and reputable insurers insurance covering physical damage with respect to the Pledged Spare Parts providing Collateral against loss or damage and all other insurance of the kinds and in the amounts customarily insured against or carried by companies of established reputation engaged in the same or similar businesses and similarly situated. Said policies of insurance shall be reasonably satisfactory to the Lender as to form, amount and insurer. The Borrowers shall furnish certificates, policies or endorsements to the Lender as the Lender shall require as proof of such insurance, and, if the Borrowers fail to do so, the Lender is authorized, but not required, to obtain such insurance at the expense of the Borrowers. All policies shall provide for at least thirty (30) days prior written notice to the Lender of any cancellation or reduction of coverage and that the Lender may act as attorney for the reimbursement Borrowers in obtaining, and at any time an Event of the actual expenditure incurred in repairing Default exists or replacing any damaged or destroyed Pledged Spare Part orhas occurred and is continuing, if not repaired or replacedadjusting, for the payment of the amount it would cost to repair or replace settling, amending and canceling such Pledged Spare Part, on the date of loss, with proper deduction for obsolescence and physical depreciationinsurance. The Collateral Agent Borrowers shall cause the Lender to be named as a loss payee and an additional insured (but without any liability for any premiums) under such insurance policies and the Borrowers shall obtain non-contributory lender's loss payable endorsements to all insurance policies in form and substance satisfactory to the Lender. Such lender's loss payable endorsements shall specify that the proceeds of such insurance shall be payable to the Lender as its interests may appearappear and further specify that the Lender shall be paid regardless of any act or omission by the Borrowers or any of their Affiliates. Any policies of insurance carried in accordance with this Annex B covering the Pledged Spare Parts and Without limiting any policies taken out in substitution or replacement for any such policies shall provide that (A) all insurance proceeds up to 110% other rights of the outstanding Accreted Principal (the “Debt Balance”) paid under such policies as a result of the occurrence of an Event of Loss with respect to any Pledged Spare Part involving proceeds in excess of the Threshold Amount will be paid to the Collateral AgentLender, it being agreed that the Collateral Agent shall pay the amount of such proceeds to the Company or its order to the extent required under Section 3.06(d) and (B) the entire amount of any insurance proceeds not involving an Event of Loss with respect received by the Lender at any time may be applied to any Pledged Spare Parts or involving proceeds payment of the Threshold Amount Obligations, whether or less not then due, in any order and in such manner as the amount of insurance proceeds in excess of the Debt Balance shall be paid to the Company or its order; provided that if a Special Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Collateral Agent or the Trustee, the amount of any proceeds of any loss with respect to the Pledged Spare Parts shall be paid to the Collateral AgentLender may determine.

Property Insurance. 14.2.1 The Company Contractor shall procure and maintain property insurance upon the entire Project property on a replacement cost basis. The insurance shall include the Owner and the Subcontractors and Sub-subcontractors as additional insureds as their interest may appear, and shall insure the Project and adjacent structures against loss from the perils of fire, and shall be extended to include "all risk" coverage, including, but not limited to, theft, vandalism, malicious mischief, collapse, flood, earthquake and damage resulting from faulty workmanship or materials. The Contractor will carry increase limits of coverage, if necessary, to reflect estimated replacement cost and will be responsible for any deductible. 14.2.2 If the Owner finds it necessary to occupy or cause use a portion or portions of the Project prior to Substantial Completion thereof, such occupancy shall not commence prior to a time mutually agreed to by the Owner and the Contractor and to which the insurance company or companies providing the property insurance have consented by endorsement of the policy or policies. The insurance provided in Subparagraph 14.2.1 shall not be carried at all timescancelled or lapsed on account of such partial occupancy. Consent of the Contractor and of the insurance company or companies to such occupancy or use shall not be unreasonably withheld. 14.2.3 The Contractor shall procure and maintain such boiler and machinery insurance as may be required or that the Contractor deems necessary. The insurance shall include the interests of the Owner, at no expense the Contractor, Subcontractors and Sub- subcontractors in the Work. 14.2.4 The Contractor shall purchase and maintain such insurance as will protect the Owner and the Contractor against loss of use of the Owner's interest in materials in transit or off-site and not installed due to those perils insured pursuant to Subparagraph 14.2.5 The Contractor shall file a copy of the policies required of the Contractor in this Subparagraph 14.2 with the Owner before an exposure to loss may occur. Copies of any Additional Insured, with Approved Insurers insurance covering physical damage subsequent endorsements will be furnished to the Pledged Spare Parts Owner. The Owner will be given thirty (30) days notice of cancellation, non renewal, or any endorsements restricting or reducing coverage. 14.2.6 The Contractor shall cause insurers providing the policies required in Section 14.1 to waive all rights of recovery against the Owner and its agents, officials and employees. 14.2.7 Contractor shall provide, and cause Subcontractors to provide, certificates of insurance from insurers acceptable to the Owner prior to commencement of the construction of the Work as evidence that policies providing the required coverages, conditions and limits are in full force and effect. Such certificates shall identify this Contract and contain provisions that coverage afforded under the policies shall not be canceled, terminated, reduced or materially changed until after sixty (60) days prior written notice has been given to the Owner. Certificates of insurance and any notice of cancellation or material change should be sent to Owner. Certificates evidencing the completed operation liability coverage will be required for three (3) years past the date the Owner accepts its Certificate of Occupancy for the reimbursement entire Work. 14.2.8 The Owner reserves the right to request and receive certified copies of any or all of the actual expenditure incurred in repairing or replacing any damaged or destroyed Pledged Spare Part or, if not repaired or replaced, for the payment of the amount it would cost to repair or replace such Pledged Spare Part, on the date of loss, with proper deduction for obsolescence and physical depreciation. The Collateral Agent above insurance policies and/or endorsements. 14.2.9 All insurance policies required by this Section 14.1 shall be named as obtained from a loss payee as its interests may appear. Any policies of financially sound insurance carried in accordance with this Annex B covering the Pledged Spare Parts and any policies taken out in substitution or replacement for any such policies shall provide that company rated not less than B+ (AVery Good) all insurance proceeds up to 110% of the outstanding Accreted Principal (the “Debt Balance”) paid under such policies as a result of the occurrence of an Event of Loss with respect to any Pledged Spare Part involving proceeds in excess of the Threshold Amount will be paid to the Collateral AgentXII by A.M. Best Company, it being agreed that the Collateral Agent shall pay the amount of such proceeds to the Company or its order to the extent required under Section 3.06(d) and (B) the entire amount of any insurance proceeds not involving an Event of Loss with respect to any Pledged Spare Parts or involving proceeds of the Threshold Amount or less and the amount of insurance proceeds in excess of the Debt Balance shall be paid to the Company or its order; provided that if a Special Default or an Event of Default shall have occurred and be continuing and authorized to do business in the insurers have been notified thereof by the Collateral Agent or the Trustee, the amount State of any proceeds of any loss with respect to the Pledged Spare Parts shall be paid to the Collateral AgentArizona.

Property Insurance. The Company will carry Each Loan Party shall keep, and cause each other Loan Party to keep, the Collateral and all other property insured for the full replacement insurable value thereof against loss or cause damage by fire, theft, explosion, sprinklers, collision, flood and such other risks as are customarily insured against by Persons engaged in businesses similar to be carried at all times, at no expense to any Additional Insuredthat of Loan Parties, with Approved Insurers insurers with a Best Rating of at least A, unless otherwise approved by Agent, in such amounts, with such deductibles and self-insurance retentions, and under policies in such form, as shall in each case be reasonably satisfactory to Agent. Original (or certified) copies of all such policies of insurance covering physical damage the property and operations of Loan Parties have been and shall promptly hereafter be delivered to the Pledged Spare Parts providing for the reimbursement Agent, together with evidence of the actual expenditure incurred payment of all premiums therefor, and shall contain an endorsement, in repairing or replacing any damaged or destroyed Pledged Spare Part orform and substance reasonably acceptable to Agent, if not repaired or replacedshowing loss under such insurance policies shall be payable to Agent, for the payment benefit of Agent and Lenders. Such endorsement, or an independent instrument furnished to Agent, shall provide that the insurance company shall give Agent at least thirty (30) days prior written notice before any such policy of insurance is altered or canceled and that no act, whether willful or negligent, or default of any Loan Party or any other Person shall affect the right of Agent to recover under such policy of insurance in case of loss or damage. Each Loan Party hereby directs all insurers under all policies of property insurance to pay all proceeds payable thereunder directly to Agent, and Agent shall apply such proceeds as set forth in Sections 5.2.5 (Mandatory Prepayments) or 5.5 (Post-Default Allocation of Payments), as applicable. Until the date following the Commitment Termination Date upon which Full Payment of all of the amount it would cost Obligations has been made, each Loan Party irrevocably makes, constitutes and appoints Agent (and all officers, employees or agents designated by Agent) as such Loan Party’s true and lawful attorney (and agent-in-fact) for the purpose, of making, settling and adjusting claims under such policies of property insurance and/or business interruption insurance maintained pursuant to repair Section 10.1.7 (Additional Insurance), endorsing the name of such Loan Party on any check, draft, instrument or replace other item of payment for the proceeds of such Pledged Spare Part, on the date of loss, with proper deduction for obsolescence and physical depreciation. The Collateral Agent shall be named as a loss payee as its interests may appear. Any policies of insurance carried in accordance with this Annex B covering the Pledged Spare Parts and any policies taken out in substitution or replacement for any such policies shall provide that (A) making all insurance proceeds up to 110% of the outstanding Accreted Principal (the “Debt Balance”) paid under such policies as a result of the occurrence of an Event of Loss determinations and decisions with respect to any Pledged Spare Part involving proceeds in excess such policies of the Threshold Amount will be paid to the Collateral Agent, it being agreed that the Collateral Agent shall pay the amount of such proceeds to the Company or its order to the extent required under Section 3.06(d) and (B) the entire amount of any insurance proceeds not involving an Event of Loss with respect to any Pledged Spare Parts or involving proceeds of the Threshold Amount or less and the amount of insurance proceeds in excess of the Debt Balance shall be paid to the Company or its order; provided that if a Special Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Collateral Agent or the Trustee, the amount of any proceeds of any loss with respect to the Pledged Spare Parts shall be paid to the Collateral Agentinsurance.

Property Insurance. The Company will carry (a) In addition to the rental paid by the Tenant as set forth herein, Tenant, at its own cost and expense, shall pay for the property insurance on all buildings and on, in, or cause appurtenant to the demised premises at the commencement of the term and thereafter erected thereon or therein, including all alterations, rebuildings, replacements, changes, additions and improvements insured against loss or damage by fire, with all standard extended coverage as may be usually required by any first mortgagee (and against loss or damage due to war, terrorism or nuclear action if such insurance shall be available and required by any first mortgagee), in an amount sufficient to prevent Landlord and Tenant from becoming co-insurers under provisions of applicable policies of insurance but in any event in an amount not less than the full insurable value thereof (replacement value and in no event less than Two million, one hundred thousand ($2,100,000.00) Dollars. (b) It is understood and agreed that in addition to the rental to be paid by the Tenant as set fort herein, the Tenant shall pay and maintain the cost of comprehensive general liability insurance. Said insurance shall be in the amount of $1,000,000.00 in respect of personal injury o death to any one person, and not less than $3,000,000.00 in respect of any one occurrence and not less than $150,000.00 for property damage. These coverage amounts may be increased from time to time at the sole discretion of the Landlord in order to afford reasonable protection to both Landlord and Tenant. (c) During the term, Tenant, at its own cost and expense, shall provide and keep in force rent insurance in amount not less than the annual net rent plus the estimated annual taxes, water charges, sewer rents and installments of assessments and the annual premiums for the insurance required by this Article 5. Said insurance will cover Landlord’s loss of rent due to the occurrence of a property loss, as set forth in Article 5 (a). (d) All insurance provided by Tenant as required by this Article 5 shall be carried in favor of the Landlord and Tenant, as their respective interest may appear and Landlord and Landlord’s mortgagee, if any, shall be an additional named insured. Tenant may carry the insurance required by this lease under a blanket policy as long as the insurable interests of both Landlord and Tenant under this lease are clearly defined and stated. Insurance shall be taken in such responsible companies, licensed to do business in the Commonwealth of Pennsylvania as Landlord shall approve, which approval shall not be arbitrarily or unreasonably withheld, provided the insurance company has a Best rating of “A” or better; and certificates of the policies therefore shall at all timestimes be held by Landlord, at no expense to or, when appropriate, by the holder of any Additional Insuredsuch mortgages, with Approved Insurers insurance covering physical damage to the Pledged Spare Parts providing for the reimbursement in which case copies of the actual expenditure incurred in repairing policies or replacing certificates of such insurance shall be delivered by Tenant to Landlord. All such policies shall be non-assessable and shall require not less than thirty (30) days notice by registered or certified mail to Landlord of any damaged cancellation thereof or destroyed Pledged Spare Part orchange affecting Landlord’s coverage thereunder. (e) Wherever herein required, if Tenant shall procure policies for all such insurance for periods of not repaired less than one year and shall deliver to Landlord such policies or replaced, for certificates thereof with evidence of the payment of premiums thereon, and shall procure renewals thereof from time to time before the amount it would cost expiration thereof so that there is no lapse in coverage. (f) Tenant shall not violate or permit to repair be violated any of the conditions or replace provisions of any such Pledged Spare Partpolicy, on and Tenant shall so perform and satisfy the date requirements of the companies writing such policies that at all times companies of good standing satisfactory to Landlord or any mortgagee designated by Landlord, shall be willing to write and/or continue with such insurance. (g) Tenant and Landlord shall cooperate in connection with the collection of any insurance moneys that may be due in the event of loss, with proper deduction and Tenant shall execute and . deliver to Landlord such proofs of loss and other instruments which may be required for obsolescence and physical depreciation. The Collateral Agent shall be named as a loss payee as its interests may appear. Any policies the purpose of insurance carried in accordance with this Annex B covering obtaining the Pledged Spare Parts and any policies taken out in substitution or replacement for recovery of any such policies shall provide that (A) all insurance proceeds up to 110% of the outstanding Accreted Principal (the “Debt Balance”) paid under such policies as a result of the occurrence of an Event of Loss with respect to any Pledged Spare Part involving proceeds in excess of the Threshold Amount will be paid to the Collateral Agent, it being agreed that the Collateral Agent shall pay the amount of such proceeds to the Company or its order to the extent required under Section 3.06(d) and (B) the entire amount of any insurance proceeds not involving an Event of Loss with respect to any Pledged Spare Parts or involving proceeds of the Threshold Amount or less and the amount of insurance proceeds in excess of the Debt Balance shall be paid to the Company or its order; provided that if a Special Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Collateral Agent or the Trustee, the amount of any proceeds of any loss with respect to the Pledged Spare Parts shall be paid to the Collateral Agentmoneys.

Property Insurance. The Company will carry or cause (a) Landlord shall maintain fire and extended coverage insurance on the Building and the Premises in an amount not less than the full replacement cost of the Building, including parking areas with a reasonable deductible to be carried determined by Landlord. The cost of such insurance shall be included as a part of the Basic Costs, and payments for losses thereunder shall be made solely to Landlord or the mortgagees of Landlord as their interests shall appear. (b) Tenant shall maintain at its expense, in an amount equal to full replacement cost, fire and extended coverage insurance on all timesof its personal property, including removable trade fixtures and leasehold and tenant improvements, located in the Premises and in such additional amounts as are required to meet Tenant's obligations pursuant to Paragraph 19 hereof. Tenant shall furnish evidence satisfactory to Landlord of the maintenance and timely renewal of such insurance, and Tenant shall obtain and deliver to Landlord a written obligation on the part of each insurer to notify Landlord at no expense to any Additional Insured, with Approved Insurers insurance covering physical damage least thirty (30) days prior to the Pledged Spare Parts providing for modification, cancellation or expiration of such insurance policies. In the reimbursement event Tenant shall not have delivered to Landlord a policy or certificate evidencing such insurance at least thirty (30) days prior to the expiration date of each expiring policy, Landlord may obtain such insurance as Landlord may reasonably require to protect Landlord's interest (which obtaining of insurance shall not be deemed to be a waiver of Tenant's default hereunder). The cost to Landlord of obtaining such policies, plus an administrative fee in the amount of fifteen percent (15%) of the actual expenditure incurred in repairing or replacing any damaged or destroyed Pledged Spare Part or, if not repaired or replaced, for the payment cost of the amount it would cost to repair or replace such Pledged Spare Part, on the date of loss, with proper deduction for obsolescence and physical depreciation. The Collateral Agent shall be named as a loss payee as its interests may appear. Any policies of insurance carried in accordance with this Annex B covering the Pledged Spare Parts and any policies taken out in substitution or replacement for any such policies shall provide be paid by Tenant to Landlord as additional rent upon demand. (c) Landlord and Tenant each hereby waives on behalf of itself and its insurers (none of which shall ever be assigned any such claim or be entitled thereto due to subrogation or otherwise) any and all rights of recovery, claim, action, or cause of action, against the other, its agents, officers or employees, for any loss or damage that (Amay occur to the Premises, or any improvements thereto or the Building of which the Premises are a part, or any improvements thereto, or any personal property of such party therein, by reason of fire, the elements, or any other cause(s) all insurance proceeds up to 110% which are, or could be, insured against under the terms of the outstanding Accreted Principal (the “Debt Balance”) paid under standard tire and extended coverage insurance policies referred to in this Paragraph 15, regardless of whether such policies as a result insurance is actually maintained and regardless of the occurrence of an Event of Loss with respect to any Pledged Spare Part involving proceeds in excess cause or origin of the Threshold Amount will be paid to the Collateral Agentdamage involved, it being agreed that the Collateral Agent shall pay the amount of such proceeds to the Company including sole, joint or its order to the extent required under Section 3.06(d) and (B) the entire amount of any insurance proceeds not involving an Event of Loss with respect to any Pledged Spare Parts or involving proceeds concurrent, negligence of the Threshold Amount other party hereto, its agents, officers, or less and the amount of insurance proceeds in excess of the Debt Balance shall be paid to the Company or its order; provided that if a Special Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Collateral Agent or the Trustee, the amount of any proceeds of any loss with respect to the Pledged Spare Parts shall be paid to the Collateral Agentemployees.

Property Insurance. The Company will carry At all times during the period beginning with commencement of construction of the Tenant Improvements and ending with final completion of the Tenant Improvements, Tenant shall maintain, or cause to be carried maintained (in addition to the insurance required of Tenant pursuant to the Lease), property insurance insuring Landlord and the Landlord Parties, as their interests may appear. Such policy shall, on a completed values basis for the full insurable value at all times, at no expense to insure against loss or damage by fire, vandalism and malicious mischief and other such risks as are customarily covered by the so-called “broad form extended coverage endorsement” upon all Tenant Improvements and the general contractor’s and any Additional Insuredsubcontractors’ machinery, with Approved Insurers insurance covering physical damage to tools and equipment, all while each forms a part of, or is contained in, the Pledged Spare Parts providing for Tenant Improvements or any temporary structures on the reimbursement of the actual expenditure incurred in repairing Premises, or replacing any damaged or destroyed Pledged Spare Part or, if not repaired or replacedis adjacent thereto; provided that, for the payment avoidance of doubt, insurance coverage with respect to the amount it would cost to repair or replace such Pledged Spare Partgeneral contractor’s and any subcontractors’ machinery, on the date of loss, with proper deduction for obsolescence tools and physical depreciation. The Collateral Agent equipment shall be named carried on a primary basis by such general contractor or the applicable subcontractor(s). Tenant agrees to pay any deductible, and Landlord is not responsible for any deductible, for a claim under such insurance. Such property insurance shall contain an express waiver of any right of subrogation by the insurer against Landlord and the Landlord Parties, and shall name Landlord and its affiliates as a loss payee payees as its their interests may appear. Any In addition, any policies of liability insurance carried in accordance with this Annex B covering the Pledged Spare Parts (general, automotive and any policies taken out in substitution umbrella) maintained by Tenant’s contractors or replacement for any such policies shall provide that (A) all insurance proceeds up to 110% of the outstanding Accreted Principal (the “Debt Balance”) paid under such policies as a result of the occurrence of an Event of Loss subcontractors with respect to any Pledged Spare Part involving proceeds in excess work or operations performed at the Premises or Building or maintenance or usage of the Threshold Amount will be paid to the Collateral Agent, it being agreed that the Collateral Agent shall pay the amount automobiles by or on behalf of such proceeds to the Company contractors or its order to the extent required under Section 3.06(d) subcontractors shall name Landlord and (B) the entire amount Tenant as additional insureds on a primary and non-contributory basis. Such liability insurance shall contain an express waiver of any insurance proceeds not involving an Event right of Loss with respect to any Pledged Spare Parts or involving proceeds of subrogation by the Threshold Amount or less insurer against Landlord and the amount of insurance proceeds in excess of the Debt Balance shall be paid to the Company or its order; provided that if a Special Default or an Event of Default shall have occurred Landlord Parties and be continuing Tenant and the insurers have been notified thereof by the Collateral Agent or the Trustee, the amount of any proceeds of any loss with respect to the Pledged Spare Parts shall be paid to the Collateral AgentTenant Parties.

Property Insurance. The Company will carry or cause Permittee shall, at its own cost and expense, procure and maintain property insurance to protect its interest in the equipment to be carried at used in performance of this Agreement and the CITY's interest in materials or property to be installed, covering all times, at no expense to any Additional Insured, with Approved Insurers insurance covering risks of physical loss or damage to such equipment. The coverage under such policy shall have limits of liability adequate to protect the Pledged Spare Parts providing for the reimbursement value of the actual expenditure incurred equipment and property to be installed. If desired, Permittee may choose to self-insure this exposure, but in repairing no instance shall the CITY be responsible for such loss or replacing damage, unless caused by its sole negligence. All insurance specified above shall remain in force until all work to be performed is satisfactorily completed, all of Permittee's personnel and equipment have been removed from the Public Right-of-Way, and the work has been formally accepted by the CITY. The failure to procure or maintain required insurance and/or an adequately funded self-insurance program will constitute a material breach of this Agreement. If any damaged insurance specified above shall be provided on a claims- made basis, then in addition to coverage requirements above, such policy(ies) shall provide that: (1) Policy retroactive date coincides with or destroyed Pledged Spare Part or, if not repaired precedes Permittee's start of work (including subsequent policies purchased as renewals or replaced, for replacements). (2) Permittee will make every effort to maintain similar insurance during the payment term of the amount it would cost Agreement following project completion, including the requirement of adding all additional insureds. (3) If insurance is terminated for any reason, Xxxxxxxxx agrees to repair or replace such Pledged Spare Part, on the date purchase an extended reporting provision of loss, with proper deduction for obsolescence and physical depreciation. The Collateral Agent shall be named as a loss payee as its interests may appear. Any policies of insurance carried at least two (2) years to report claims arising from work performed in accordance connection with this Annex B covering Agreement. (4) Policy allows for reporting of circumstances or incidents that might give rise to future claims. In addition to the Pledged Spare Parts requirements described above, Permittee shall comply with any additional coverages required by federal, state or local laws, rules and any regulations. Permittee and/or its contractors shall obtain all permits, and other forms or documentation which are required and forward them to the CITY with the required evidence of insurance. All policies taken out in substitution or replacement for any such policies shall provide that (A) all insurance proceeds up to 110% of the outstanding Accreted Principal (the “Debt Balance”) paid under such policies as a result of the occurrence of an Event of Loss with respect to any Pledged Spare Part involving proceeds in excess of the Threshold Amount will be paid issued by insurers acceptable to the Collateral AgentCITY. Upon evidence of financial capacity satisfactory to CITY, it being agreed that the Collateral Agent shall pay the amount of such proceeds to the Company Xxxxxxxxx's obligation hereunder may be satisfied in whole or its order to the extent required under Section 3.06(d) and (B) the entire amount of any insurance proceeds not involving an Event of Loss with respect to any Pledged Spare Parts or involving proceeds of the Threshold Amount or less and the amount of insurance proceeds in excess of the Debt Balance shall be paid to the Company or its order; provided that if a Special Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof part by the Collateral Agent or the Trustee, the amount of any proceeds of any loss with respect to the Pledged Spare Parts shall be paid to the Collateral Agentadequately funded self-insurance.

Property Insurance. The Company will carry Each Borrower shall maintain insurance on the Collateral against fire, flood, casualty and such other hazards in such amounts, with such deductibles and with such insurers as are customarily used by companies operating in the same industry as Borrowers. At or prior to Closing, Borrowers shall furnish Agent with certificates of insurance certified as true and correct and being in full force and effect as of the Closing Date or such other evidence of insurance as Agent may require. In the event any Borrower fails to procure or cause to be carried at all timesprocured any such insurance or to timely pay or cause to be paid the premium(s) on any such insurance, at no expense Agent (on behalf of Lenders) may do so for such Borrower, but such Borrower shall continue to any Additional Insured, with Approved Insurers insurance covering physical damage to the Pledged Spare Parts providing be liable for the reimbursement of the actual expenditure incurred in repairing or replacing any damaged or destroyed Pledged Spare Part or, if not repaired or replaced, for the payment of the amount it would cost to repair or replace such Pledged Spare Part, on the date of loss, with proper deduction for obsolescence and physical depreciationsame. The Collateral Agent shall be named as a loss payee as its interests may appear. Any policies of all such casualty insurance carried shall contain standard Lender's Loss Payable Clauses issued in accordance with this Annex B covering the Pledged Spare Parts and any policies taken out in substitution or replacement for any such policies shall provide that favor of Agent (Aon behalf of Lenders) under which all insurance proceeds up to 110% of the outstanding Accreted Principal (the “Debt Balance”) paid under such policies as a result of the occurrence of an Event of Loss with respect to any Pledged Spare Part involving proceeds in excess of the Threshold Amount will be paid to the Collateral Agent, it being agreed that the Collateral Agent shall pay the amount of such proceeds to the Company or its order to the extent required under Section 3.06(d) and (B) the entire amount of any insurance proceeds not involving an Event of Loss with respect to any Pledged Spare Parts or involving proceeds of the Threshold Amount or less and the amount of insurance proceeds in excess of the Debt Balance losses thereunder shall be paid to the Company or its order; provided that if a Special Default or an Agent (on behalf of Lenders) as Agent's interest may appear. So long as no Event of Default has occurred which has not been expressly waived or excused hereunder and subject to Section 2.7(d) and (e), Borrowers shall have occurred be permitted to collect and retain insurance proceeds. Such policies shall expressly provide that the requisite insurance cannot be continuing altered or canceled without thirty (30) days prior written notice to Agent. Each Borrower hereby appoints Agent as such Borrower's attorney-in-fact, exercisable at Agent's option to endorse any check which may be payable to any Borrower in order to collect the proceeds of such insurance and any amount or amounts collected by Agent pursuant to the insurers provisions of this paragraph may be applied by Agent to Borrowers' Obligations. Each Borrower further covenants that all prorated and currently due insurance premiums owing under its current casualty policy have been notified thereof by the Collateral Agent paid. Borrowers also agree to notify Agent, promptly, upon any Borrower's receipt of a notice of termination, cancellation, or the Trustee, the amount non-renewal from its insurance company of any proceeds of any loss with respect to the Pledged Spare Parts shall be paid to the Collateral Agentsuch policy.

Property Insurance. The Company Owner will carry or cause to be carried at all times, at no expense to any Additional Insured, with Approved Insurers insurance covering physical damage to the Pledged Spare Parts providing for the reimbursement of the actual expenditure incurred in repairing or replacing any damaged or destroyed Pledged Spare Part or, if not repaired or replaced, for the payment of the amount it would cost to repair or replace such Pledged Spare Part, on the date of loss, with proper deduction for obsolescence and physical depreciation. The Collateral Agent shall be named as a loss payee as its interests may appear. Any policies of insurance carried in accordance with this Annex B covering the Pledged Spare Parts and any policies taken out in substitution or replacement for any such policies shall provide that (A) all insurance proceeds up to 110% of the outstanding Accreted Principal (the “Debt Balance”) Balance paid under such policies as a result of the occurrence of an Event of Loss with respect to any Pledged Spare Part Parts involving proceeds in excess of the Threshold Amount will be paid to the Collateral AgentMortgagee, it being agreed that the Collateral Agent Mortgagee shall pay the amount of such proceeds to the Company Owner or its order to the extent required under Section 3.06(d4.09(b) of the Trust Indenture, and (B) the entire amount of any insurance proceeds not involving an Event of Loss with respect to any Pledged Spare Parts or involving proceeds of the Threshold Amount or less and the amount of insurance proceeds in excess of the Debt Balance shall be paid to the Company Owner or its order; provided that if a Special Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Collateral Agent Mortgagee or the TrusteePolicy Provider, the amount of any proceeds of any loss with respect to the Pledged Spare Parts shall be paid to the Collateral AgentMortgagee.

Property Insurance. The Company will carry (a) Lessor shall obtain and keep in force during the term of this Lease a policy or cause to be carried at all times, at no expense to any Additional Insured, with Approved Insurers policies of insurance covering physical loss or damage to the Pledged Spare Parts providing for Premises and the reimbursement building(s) of the actual expenditure incurred which it is a part in repairing or replacing any damaged or destroyed Pledged Spare Part or, if not repaired or replaced, for the payment of the amount it would cost to repair or replace such Pledged Spare Part, on the date of loss, with proper deduction for obsolescence and physical depreciation. The Collateral Agent shall be named as a loss payee as its interests may appear. Any policies of insurance carried in accordance with this Annex B covering the Pledged Spare Parts and any policies taken out in substitution or replacement for any such policies shall provide that (A) all insurance proceeds up to 110% of the outstanding Accreted Principal (the “Debt Balance”) paid under such policies as a result of the occurrence of an Event of Loss with respect to any Pledged Spare Part involving proceeds in excess of the Threshold Amount will be paid to the Collateral Agent, it being agreed that the Collateral Agent shall pay the amount of the full replacement value thereof, as the same may exist from time to time, but in no event less than the total amount required by lenders having liens on the Premises, against all perils included within the classification of fire, extended coverage, vandalism, malicious mischief, flood (in the event same is required by a lender having a lien on the Premises), and special extended perils ("all risk" as such proceeds term is used in the insurance industry). Said insurance shall provide for payment of loss thereunder to Lessor or to the Company holders of mortgages or deeds of trust on the Premises. Lessor shall, in addition, obtain and keep in force during the term of this Lease a policy of rental value insurance covering a period of one year, with loss payable to Lessor, which insurance shall also cover all real estate taxes and insurance costs for said period. A stipulated value or agreed amount endorsement deleting the coinsurance provision of the policy shall be procured with said insurance. If Lessor shall fail to procure and maintain said insurance the other party may, but shall not be required to, procure and maintain the same, but at the expense of Lessor except for Lessee's proportionate share as hereafter provided. If such insurance coverage has a deductible clause, the deductible amount shall not exceed $1,000 per occurrence, and Lessee shall be liable for its order proportionate share of such deductible amount. (b) If the Premises are part of a larger building, or if the Premises are part of a group of buildings owned by Lessor which are adjacent to the extent required under Section 3.06(d) and (B) Premises, then Lessee shall pay for any increase in the entire amount property insurance of any insurance proceeds not involving an Event of Loss with respect to any Pledged Spare Parts such other building or involving proceeds buildings if said increase is caused by Lessee's acts, omissions, use or occupancy of the Threshold Amount Premises; and if any increase is caused by the acts, omissions, use or less and occupancy of another tenant, or Lessor, such increase shall not be paid for by Lessee. (c) Lessor will not insure Lessee's fixtures, equipment or tenant improvements unless the amount of insurance proceeds in excess tenant improvements have become a part of the Debt Balance Premises under paragraph 7 hereof. Lessee shall be paid insure its fixtures, equipment and tenant improvements. (d) Lessee shall within ten (10) days after receipt of a xxxx therefor, accompanied by a copy of an insurance company invoice therefor, reimburse Lessor for Lessee's proportionate share of the costs of premiums for the casualty insurance which Lessor obtains pursuant to the Company or its order; provided that if a Special Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Collateral Agent or the Trustee, the amount of any proceeds of any loss with respect to the Pledged Spare Parts shall be paid to the Collateral Agentparagraph 8.

Property Insurance. The Company will carry or cause to be carried at all timesBorrower shall, at no expense to any Additional Insuredits expense, with Approved Insurers insurance covering physical keep and maintain its assets insured against loss or damage by fire, theft, explosion, spoilage and all other hazards and risks ordinarily insured against by other owners or users of such properties in similar businesses in an amount at least equal to the Pledged Spare Parts providing for full insurable value of all such property. All such policies of insurance shall be in form and substance reasonably satisfactory to the reimbursement Lender. The Borrower shall deliver to the Lender the original (or a certified) copy of the actual expenditure incurred in repairing or replacing any damaged or destroyed Pledged Spare Part or, if not repaired or replaced, for the each policy of insurance and evidence of payment of all premiums therefor. Such policies of insurance shall contain an endorsement, in form and substance satisfactory to the amount it would cost Lender, showing all loss payable to repair or replace such Pledged Spare Partthe Lender, on the date of loss, with proper deduction for obsolescence and physical depreciation. The Collateral Agent shall be named as a loss payee as its interests may appear, as provided in this Section 8.7. Any Such endorsement shall provide that such insurance company will give the Lender at least thirty (30) days prior written notice before any such policy or policies of insurance carried in accordance with this Annex B covering the Pledged Spare Parts shall be altered or canceled and any policies taken out in substitution that no act or replacement for any such policies shall provide that (A) all insurance proceeds up to 110% default of the outstanding Accreted Principal (Borrower or any other Person shall affect the “Debt Balance”) paid right of the Lender to recover under such policy or policies of insurance in case of loss or damage. The Borrower hereby directs all insurers under such policies as a result of the occurrence insurance to pay all proceeds of an Event of Loss with respect to any Pledged Spare Part involving proceeds in excess of the Threshold Amount will be paid insurance policies directly to the Collateral AgentLender and the Lender shall, it being agreed that in its reasonable discretion, either apply such proceeds against the Collateral Agent shall pay Liabilities (in such order as Lender, in its sole discretion, may determine) or permit the Borrower to use such proceeds to restore or rebuild the damaged property; provided, however, any such insurance proceeds attributable to losses or damages of personal property of Borrower in the amount of such proceeds to the Company or its order to the extent required under Section 3.06(dTwo Hundred Fifty Thousand Dollars ($250,000) and (B) the entire amount of any insurance proceeds not involving an Event of Loss with respect to any Pledged Spare Parts or involving proceeds of the Threshold Amount or less and individually or up to Two Hundred Fifty Thousand Dollars ($250,000) in the amount of insurance proceeds in excess of the Debt Balance aggregate at any time shall be paid to the Company Borrower for application to either repay a portion of the Liabilities or restore or rebuild the damaged personal property, as the Borrower shall determine in its order; provided that if reasonable and good faith determination. Upon the occurrence of a Special Default or an Event of Default shall have occurred Default, the Borrower irrevocably makes, constitutes and be continuing appoints the Lender (and the insurers have been notified thereof all officers, employees or agents designated by the Collateral Agent Lender in writing to the Borrower) as the Borrower’s true and lawful attorney-in-fact for the purpose of making, settling and adjusting claims under all such policies of insurance, endorsing the name of the Borrower on any check, draft, instrument or other item of payment received by the Borrower or the Trustee, the amount Lender pursuant to any such policies of any proceeds of any loss insurance and for making all determinations and decisions with respect to such policies of insurance. Notwithstanding the Pledged Spare Parts shall be paid foregoing, to the Collateral Agent.extent there are any inconsistencies between this

Property Insurance. The Company will carry Lessee shall obtain and keep in force during the term of this Lease a policy or cause to be carried at all times, at no expense to any Additional Insured, with Approved Insurers policies of insurance covering physical loss or damage to the Pledged Spare Parts providing for the reimbursement Building, excluding footings, foundations and excavations, if any, in an amount, or with an agreed amount clause, sufficient to prevent Lessee or Lessor from becoming co-insurers under provisions of applicable policies of insurance, but in no event less than 80% (subject to periodic review and reasonable approval by Lessor) of the actual expenditure incurred full replacement value thereof, but excluding foundations, against all perils included within the classification of "all risk coverage" or special coverage. All such insurance policies may provide for commercially reasonable deductibles which, as long as such insurance is part of the GATX Corporation insurance program (with GATX Corporation being responsible for payment of such deductibles), may be up to $500,000. If a specified perils policy applies, then the policy or policies of insurance maintained shall include or a separate policy shall provide "difference in repairing conditions" through the endorsement or replacing any damaged the separate policy; provided, however, Lessee shall not be required to obtain earthquake insurance in amounts in excess of those maintained in the industry on similar properties in similar locations. Lessee shall also obtain boiler and machinery insurance if applicable. All of the foregoing insurance shall contain a standard Mortgagee's or destroyed Pledged Spare Part orLessor's interest clause in favor of Lessor and Lessor's mortgagee. Said insurance shall provide for payment of losses thereunder to the Lessee and the Lessor (and, if not repaired requested by Lessor in writing, to the holder of a first mortgage or replaced, for the payment deed of the amount it would cost to repair or replace such Pledged Spare Part, trust on the date of lossPremises, with proper deduction for obsolescence and physical depreciation. The Collateral Agent shall be named as a loss payee trustee holding said funds on behalf of Lessor, to be used in discharge of Lessee's obligations hereunder), as its their respective interests may appear. Lessee shall have the right to adjust all losses unless this Lease is terminated pursuant to Section 7.1 below, in which case Lessor shall have the right to adjust all losses. Any insurance proceeds payable to Lessee under the policies of insurance carried required under this Paragraph 6.3 in amounts of $100,000 or less (or $5,000,000 or less if an affiliate of GATX Corporation is the Lessee and if GATX agrees in writing [the form and content of which must be reasonably satisfactory to Lessor] that such proceeds will be applied in the manner required by this Lease) (which amount shall be increased each January 1st by an increase in the CPI over the preceding year), shall be paid to Lessee and applied by Lessee to pay the costs of repair and restoration in accordance with this Annex B covering the Pledged Spare Parts Section 6, and any balance held upon completion of the repairs as provided for in this Section 6 shall be the sole property of Lessee. Any insurance proceeds payable to Lessee under the policies taken out of insurance required under this Paragraph 6.3 in substitution excess of $100,000 (or replacement $5,000,000 if an affiliate of GATX Corporation is the Lessee) (which amount shall be increased each January l/st/ by an increase in the CPI over the preceding year), shall be held by the first mortgagee as set forth above or by an insurance trustee mutually agreed upon by Lessee and Lessor, who shall apply such funds to restoration in accordance with procedures customarily used for any such construction loans. Any insurance payments hereunder which are to be payable to Lessee shall be assigned and endorsed over to Lessee if paid to Lessor. The insurance policy or policies obtained hereunder shall provide that they may not be cancelled without thirty (A30) all insurance proceeds up days prior notice to 110% Lessor. If Lessee shall fail to procure and maintain any such insurance, Lessor may, but shall not be required to, upon notice to Lessee, procure and maintain the same at the expense of the outstanding Accreted Principal (the “Debt Balance”) paid under such policies as a result of the occurrence of an Event of Loss with respect to any Pledged Spare Part involving proceeds in excess of the Threshold Amount will be paid to the Collateral Agent, it being agreed that the Collateral Agent shall pay the amount of such proceeds to the Company or its order to the extent required under Section 3.06(d) and (B) the entire amount of any insurance proceeds not involving an Event of Loss with respect to any Pledged Spare Parts or involving proceeds of the Threshold Amount or less and the amount of insurance proceeds in excess of the Debt Balance shall be paid to the Company or its order; provided that if a Special Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Collateral Agent or the Trustee, the amount of any proceeds of any loss with respect to the Pledged Spare Parts shall be paid to the Collateral AgentLessee.

Property Insurance. The Company will carry or cause to be carried at all times, at None presently required as there are no expense to any Additional Insured, with Approved Insurers insurance covering physical damage to the Pledged Spare Parts providing for the reimbursement of the actual expenditure incurred in repairing or replacing any damaged or destroyed Pledged Spare Part or, if not repaired or replaced, for the payment of the amount it would cost to repair or replace such Pledged Spare Part, Improvements on the date of lossProperty. Should Improvements be constructed on the Property, with proper deduction for obsolescence and physical depreciation. The Collateral Agent shall be named as a loss payee as its interests may appear. Any policies of insurance carried in accordance with this Annex B covering the Pledged Spare Parts and any policies taken out in substitution or replacement for any such policies shall provide that (A) all insurance proceeds up to 110% of the outstanding Accreted Principal (the “Debt Balance”) paid under such policies as a result of the occurrence of an Event of Loss with respect to any Pledged Spare Part involving proceeds in excess of the Threshold Amount will be paid to the Collateral Agent, it being agreed that the Collateral Agent shall pay the amount of such proceeds to the Company or its order to the extent required under Section 3.06(d) and (B) the entire amount of any insurance proceeds not involving an Event of Loss with respect to any Pledged Spare Parts or involving proceeds of the Threshold Amount or less and the amount of insurance proceeds in excess of the Debt Balance shall be paid to the Company or its order; provided that if a Special Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Collateral Agent or the Trustee, the amount of any proceeds of any loss then Insurance with respect to the Pledged Spare Parts Improvements and building equipment insuring against any peril included within the classification "All Risks of Physical Loss" ("Special Form") in amounts at all times sufficient to prevent Mortgagee from becoming a co-insurer within the terms of the applicable policies and under applicable law, but in any event such insurance shall be paid maintained in an amount equal to the Collateral Agentfull insurable value of the Improvements and building equipment, the term "full insurable value" to mean the actual replacement cost of the Improvements and building equipment (without taking into account any depreciation, and exclusive of excavations, footings and foundations, landscaping and paving) determined annually by an insurer, a recognized independent insurance broker or an independent appraiser selected and paid by Mortgagor and in no event less than the coverage required pursuant to the terms of any Lease. Mortgagor shall also maintain insurance against loss or damage to such furniture, furnishings, fixtures, equipment and other items (whether personalty or fixtures) included in the Property and owned by Mortgagor from time to time, to the extent applicable, in the amount of the cost of replacing the same, in each case, subject to annual valuation. Each policy or policies shall contain a replacement cost endorsement and either an agreed amount endorsement (to avoid the operation of any co-insurance provisions) or a waiver of any co-insurance provisions, all subject to Mortgagee's approval. The maximum deductible shall be $25,000.00. The policy shall include an ordinance or law coverage endorsement which will contain Coverage A: "Loss Due to Operation of Law" (with a minimum liability limit equal to Replacement Cost With Agreed Value Endorsement), Coverage B: "Demolition Cost" and Coverage C: "Increased Cost of Construction" coverages.

Property Insurance. The Company Airlines will carry or cause to be carried at all times, at no expense to any Additional Insured, with Approved Insurers insurance covering physical damage to the Pledged Spare Parts providing for the reimbursement of the actual expenditure incurred in repairing or replacing any damaged or destroyed Pledged Spare Part or, if not repaired or replaced, for the payment of the amount it would cost to repair or replace such Pledged Spare Part, on the date of loss, with proper deduction for obsolescence and physical depreciation. The Collateral Agent shall be named as a loss payee as its interests may appear. Any policies of insurance carried in accordance with this Annex Section B covering the Pledged Spare Parts and any policies taken out in substitution or replacement for any such policies shall provide that (Ai) all insurance proceeds up to 110% of the outstanding Accreted Principal (the “Debt Balance”) paid under such policies as a result of the occurrence of an Event of Loss with respect to any Pledged Spare Part Parts involving proceeds in excess of the Threshold Amount will be paid to the Collateral Agent, it being agreed that the Collateral Agent shall pay the amount of such proceeds to the Company Airlines or its order to the extent required under Section 3.06(d5.04(b) of the Agreement, and (Bii) the entire amount of any insurance proceeds not involving an Event of Loss with respect to any Pledged Spare Parts or involving proceeds of the Threshold Amount or less and the amount of insurance proceeds in excess of the Debt Balance shall be paid to the Company Airlines or its order; provided that if a Special Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Collateral Agent or the TrusteeAgent, the amount of any proceeds of any loss with respect to the Pledged Spare Parts shall be paid to the Collateral Agent.

Property Insurance. The Company will DAMAGE OR DESTRUCTION BY FIRE OR OTHER CASUALTY: Lessor shall carry or cause to be carried at all times, at no expense to any Additional Insured, with Approved Insurers all-risk property damage insurance covering physical damage effective as of the Commencement Date in an amount equal to the Pledged Spare Parts providing for the reimbursement full replacement cost of the actual expenditure incurred in repairing or replacing any damaged or destroyed Pledged Spare Part orBuilding, if not repaired or replaced, for the payment of the amount it would cost and Lessor shall deliver to repair or replace Lessee certificates evidencing such Pledged Spare Part, on the date of loss, with proper deduction for obsolescence and physical depreciationinsurance. The Collateral Agent policy shall provide a minimum of thirty (30) days' written notice to Lessee prior to the expiration or any cancellation or modification of such policy. In the event Lessor shall fail to maintain the insurance required by this section, Lessee may, but shall not be so obligated, to procure such insurance, and any amount so expended by Lessee shall be named as a loss payee as its interests reimbursed to Lessee by Lessor within ten days of Lessee's written demand. If Lessor fails to reimburse Lessee within such time period, Lessee may appear. Any policies of insurance carried abatx xxxt in accordance with this Annex B covering the Pledged Spare Parts and any policies taken out in substitution or replacement for any such policies shall provide that (A) all insurance proceeds up to 110% of the outstanding Accreted Principal (the “Debt Balance”) paid under such policies as a result of the occurrence of an Event of Loss with respect to any Pledged Spare Part involving proceeds in excess of the Threshold Amount will be paid to the Collateral Agent, it being agreed that the Collateral Agent shall pay the amount of such proceeds cost to Lessee. In the event the Premises shall be destroyed or rendered untenantable, either wholly or in part, by fire or other unavoidable casualty, Lessor shall restore the Premises to the Company same condition that existed prior to such casualty, and during the time the premises or its order any portion thereof shall be so rendered untenantable, the rent shall be abated in the same proportion as the untenantable portion of the Premises bears to the extent required under Section 3.06(dwhole thereof; provided, however, that during the last six months of the term of the Lease (or Option Period, if applicable), either Lessor or Lessee may terminate the Lease by delivering written notice to the other within thirty (30) and (B) days after the entire amount happening of any insurance proceeds not involving an Event of Loss with respect to any Pledged Spare Parts or involving proceeds of the Threshold Amount or less and the amount of insurance proceeds in excess of the Debt Balance shall be paid to the Company or its order; provided that if a Special Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Collateral Agent or the Trustee, the amount of any proceeds of any loss with respect to the Pledged Spare Parts shall be paid to the Collateral Agentsuch casualty.

Property Insurance. The Company will carry or cause to be carried at At all timestimes during the Term hereof, at no expense to any Additional Insured, with Approved Insurers Tenant shall maintain in effect policies of property insurance covering physical damage (i) all improvements in, on, or to the Pledged Spare Parts providing Demised Premises, (ii) trade fixtures, merchandise and other personal property from time to time in, on, or upon the Demised Premises, and (iii) business income and extra expense coverage for no less than six (6) months of income and expenses, which shall provide for the reimbursement effective waiver of subrogation in favor of Landlord Parties. Such policies shall be in the broadest available “special form” or “all risks” coverage in an amount not less than one hundred percent (100%) of the actual expenditure incurred in repairing or replacing any damaged or destroyed Pledged Spare Part or, if not repaired or replaced, for full replacement cost thereof from time to time during the payment Term of the amount it would cost to repair or replace such Pledged Spare Part, on the date of loss, with proper deduction for obsolescence and physical depreciationthis Lease. The Collateral Agent shall be named as a loss payee as its interests may appear. Any policies of insurance carried in accordance with this Annex B covering the Pledged Spare Parts and any policies taken out in substitution or replacement for any such Such policies shall provide that protection against any peril included within the classification “Fire and Extended Coverage”, against vandalism and malicious mischief, against theft, against sprinkler leakage, and against flood damage, unless waived in writing by Landlord (A) all and including cost of demolition and debris removal). Replacement cost for purposes hereof shall be determined by an accredited appraiser selected by Landlord or otherwise by mutual agreement. The proceeds of such insurance proceeds up to 110% shall be used for the repair or replacement of the outstanding Accreted Principal property so insured. Upon termination of this Lease following property damage as set forth herein, the proceeds under (the “Debt Balance”i) paid under such policies as a result of the occurrence of an Event of Loss with respect to any Pledged Spare Part involving proceeds in excess of the Threshold Amount will above shall be paid to Landlord, and the Collateral Agentproceeds under (ii) above shall be paid to Tenant, it being agreed except that Landlord shall be paid the Collateral Agent shall pay unamortized balance of Tenant’s Improvement Allowance (computed on a straight-line basis over the amount Primary Term of this Lease) from such proceeds to the Company or its order to extent Landlord has not then received payment for the extent required under Section 3.06(d) and (B) the entire amount then unamortized portion of any insurance proceeds not involving an Event of Loss with respect to any Pledged Spare Parts or involving proceeds of the Threshold Amount or less and the amount of insurance proceeds in excess of the Debt Balance shall be paid to the Company or its order; provided that if a Special Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Collateral Agent or the Trustee, the amount of any proceeds of any loss with respect to the Pledged Spare Parts shall be paid to the Collateral AgentTenant’s Improvement Allowance as set forth above.

Property Insurance. The Company will carry or cause to be carried at all times, at no expense to Security Trustee or any Additional InsuredLender, with Approved Insurers insurance covering physical damage to the Pledged Spare Parts Parts, of the type covering the same risks as are usually carried by airlines engaged in the same or similar business as Company and covering risks of the kind customarily insured against by Company and providing for the reimbursement of the actual expenditure incurred in repairing or replacing any damaged or destroyed Pledged Spare Part or, if not repaired or replaced, for the payment of the amount it would cost (determined as of the date of loss) to repair or replace such Pledged Spare Part, on the date of loss, Part with proper deduction for obsolescence and physical depreciation. The Collateral Agent Company will carry or cause to be carried at all times, at no expense to any Secured Party, with Approved Insurers property insurance covering the Designated Locations where any Pledged Spare Parts shall be named as a loss payee as its interests may appearlocated. Any policies of insurance carried in accordance with this Annex Section B covering the Pledged Spare Parts and any policies taken out in substitution or replacement for any such policies shall provide that (A) if the Lien of the Senior Mortgage shall not have been discharged, all insurance proceeds up to 110% in respect of the outstanding Accreted Principal (the “Debt Balance”) paid under such policies as a result of the occurrence of an Event of Loss with respect to any Pledged Spare Part involving proceeds Parts shall be held and applied as provided in excess of the Threshold Amount will be paid to the Collateral AgentSenior Mortgage, it being agreed that the Collateral Agent shall pay the amount of such proceeds to the Company or its order to the extent required under Section 3.06(d) and (B) after the entire amount of any Senior Mortgage shall have been discharged, all insurance proceeds not involving an Event in respect of Loss with respect to any the Pledged Spare Parts or involving proceeds of the Threshold Amount or less and the amount of insurance proceeds in excess of the Debt Balance shall be paid to over to, and retained by, the Company or its orderCompany; provided that if a Special Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Collateral Agent Security Trustee or the Trusteeany other Person, the amount of any proceeds of any loss with respect to the Pledged Spare Parts shall be paid to the Collateral AgentSecurity Trustee.

Property Insurance. The Company will carry Landlord shall obtain and keep in force during the term of this Lease a policy or cause to be carried at all times, at no expense to any Additional Insuredpolicies of insurance, with Approved Insurers insurance deductibles at the sole discretion of Landlord, covering physical loss or damage to the Pledged Spare Parts providing for Premises and the reimbursement Building, the Tenant Improvements and objects owned by Landlord and normally covered under a "Boiler and Machinery" policy (as such term is used in the nsurance industry) at least in the amount of the actual expenditure incurred full replacement cost thereof, and in repairing no event less than the total amount required by Mortgagees, against all perils included within the classification of fire, extended coverage, vandalism, malicious mischief, special extended perils ("all risk" or replacing "special causes of action," as such terms are used in the insurance industry, including, at Landlord's option, collapse, earthquake and flood) and other perils as required by the Mortgagees or deemed necessary for Landlord. A stipulated value or agreed amount endorsement deleting any damaged co-insurance provision of said policy or destroyed Pledged Spare Part or, if not repaired or replaced, for the payment of the amount it would cost to repair or replace such Pledged Spare Part, on the date of loss, policies shall be procured with proper deduction for obsolescence and physical depreciationsaid insurance. The Collateral Agent cost of such insurance policies shall be named as a loss payee as its interests may appearincluded in the definition of Maintenance Expenses, and shall be paid by Tenant in the manner set forth in Section 7. 1. Any policies of Such insurance carried in accordance with this Annex B covering the Pledged Spare Parts and any policies taken out in substitution or replacement for any such policies shall provide that (A) all for payment of loss thereunder to Landlord or, at Landlord's election, the Mortgagees. If the Premises are part of a larger building, or if the Premises are part of a group of buildings owned by Landlord which are adjacent to the Premises, then Tenant shall pay for any increase in the property insurance proceeds up to 110% of the outstanding Accreted Principal (Building or such other building or buildings within the “Debt Balance”) paid under Project if such policies as a result increase is caused by Tenant's acts, omissions, use or occupancy of the occurrence Premises. Tenant shall obtain and keep in force during the Term, at its sole cost an expense, (i) an "all risk" or "special cause of an Event of Loss with respect to any Pledged Spare Part involving proceeds action" property policy in excess of the Threshold Amount will be paid to the Collateral Agent, it being agreed that the Collateral Agent shall pay the amount of such proceeds to the Company full replacement cost covering Tenant's Personal Property and any Alterations made by or at the request of Tenant, with Landlord insured as its order to the extent required under Section 3.06(d) interest may appear, and (Bii) an "all risk" or "special causes of action" policy of business interruption and/or loss of income insurance covering a period of six (6) months, plus such additional period of time, if any , as will permit Tenant to be in a position to have the entire amount of any same revenues as were in effect the day before a loss giving rise to a claim under such insurance proceeds not involving an Event of Loss with respect to any Pledged Spare Parts or involving proceeds of the Threshold Amount or less and the amount of insurance proceeds in excess of the Debt Balance shall be paid to the Company or its order; provided that if a Special Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Collateral Agent or the Trustee, the amount of any proceeds of any loss with respect to the Pledged Spare Parts shall be paid to the Collateral Agentoccurs.

Property Insurance. The Company will carry or cause to be carried at all times, at no expense to Security Trustee or any Additional InsuredLender, with Approved Insurers insurance covering physical damage to the Pledged Spare Parts Parts, of the type covering the same risks as are usually carried by airlines engaged in the same or similar business as Company and covering risks of the kind customarily insured against by Company and providing for the reimbursement of the actual expenditure incurred in repairing or replacing any damaged or destroyed Pledged Spare Part or, if not repaired or replaced, for the payment of the amount it would cost (determined as of the date of loss) to repair or replace such Pledged Spare Part, on the date of loss, Part with proper deduction for obsolescence and physical depreciation. The Collateral Agent Company will carry or cause to be carried at all times, at no expense to any Secured Party, with Approved Insurers property insurance covering the Designated Locations where any Pledged Spare Parts shall be named as a loss payee as its interests may appearlocated. Any policies of insurance carried in accordance with this Annex Section B covering the Pledged Spare Parts and any policies taken out in substitution or replacement for any such policies shall provide that (A) all insurance proceeds up to 110% of the outstanding Accreted Principal (the “Debt Balance”) paid under such policies as a result of the occurrence of an Event of Loss any loss or damage with respect to any Pledged Spare Part Parts involving proceeds in excess of the Threshold Amount up to an amount equal to the unpaid principal amount of the Loan and the accrued but unpaid interest due thereon will be paid to the Collateral Agent, it being agreed that the Collateral Agent shall pay the amount of such proceeds to the Company or its order to the extent required under Section 3.06(d) Security Trustee and (B) the entire amount of any insurance proceeds not involving an Event of Loss with respect up to any Pledged Spare Parts or involving proceeds of the Threshold Amount or less and the amount of insurance proceeds in excess of the Debt Balance shall be paid to the Company or its order; provided that if a Special Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Collateral Agent Security Trustee or the Trusteeany other Person, the amount of any proceeds up to the Threshold Amount of any loss with respect to the Pledged Spare Parts shall not be paid to the Collateral AgentCompany, but shall instead be paid to the Security Trustee notwithstanding the preceding clause (B) of this paragraph.

Property Insurance. (a) The Company will carry Sublessor shall during the term of this Sublease maintain and keep in full force and effect insurance which satisfies Section ll(a) of the Lease ( or cause self insurance to the extent it can be utilized to cover such risk under said Section). (b) Sublessee acknowledges that the insurance Sublessor maintains pursuant to paragraph (a) above shall not be required to cover Sublessee's trade fixtures or equipment, any of Sublessee's vehicles used on the Site, any furniture, furnishings, or other personal property of Sublessee located on the Site (collectively, "Sublessee Property" ). Sublessee shall maintain and keep in full force and effect during the term of this subletting, property insurance insuring the Sublessee Property against the risks described in Section 11 (a) of the Lease in an amount equal to the full replacement value of Sublessee's Property. To the extent such Sublessee Property includes property which is required to be carried insured under Section 11(a) of the Lease, Sublessee shall obtain and maintain such insurance in accordance with all of the terms and conditions of Section 11 of the Lease and shall at all times, at no expense to any Additional Insured, with Approved Insurers insurance covering physical damage or prior to the Pledged Spare Parts providing time the same is required to be delivered to the Port Authority under Section 11(c) of the Lease, deliver to the Sublessor the policies or certificates required to be delivered thereunder. At the Commencement Date, and upon expiration of the term of Sublessee's policies required as aforesaid, Sublessee shall deliver to Sublessor certificates or other evidence of the existence of the insurance coverage required under this paragraph (b). (c) In the event the Subleased Premises or any part thereof shall be damaged by any casualty against which insurance is carried pursuant to this Section, the Sublessee shall promptly furnish to the Sublessor such information and data as may be necessary to enable the Port Authority to adjust the loss. (d) Each party agrees to use reasonable efforts to include in each of its insurance policies a waiver of the insurer's right of subrogation against the other party, or in lieu of such waiver (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) any other form of permission for the reimbursement release of the actual expenditure incurred in repairing other party. If such waiver, agreement or replacing any damaged permission shall not be, or destroyed Pledged Spare Part orshall cease to be, obtainable without additional charge or at all, the insured party shall so notify the other party promptly after learning thereof. In such case, if not repaired the other party shall so elect and shall pay the insurer's additional charge therefore, such waiver, agreement or replacedpermission shall be included in the policy, for or the payment of the amount it would cost to repair or replace such Pledged Spare Part, on the date of loss, with proper deduction for obsolescence and physical depreciation. The Collateral Agent other party shall be named as a loss payee as its interests may appear. Any policies of insurance carried an additional insured in accordance with this Annex B covering the Pledged Spare Parts and any policies taken out in substitution or replacement for any such policies shall provide that policy. (Ae) all insurance proceeds up to 110% of Each party hereby releases the outstanding Accreted Principal (the “Debt Balance”) paid under such policies as a result of the occurrence of an Event of Loss other party with respect to and agrees not to make any Pledged Spare Part involving proceeds in excess claim (including a claim for negligence) which it might otherwise have against the other party for loss, damage or destruction with respect to its property (including loss covered by rental value or business interruption insurance ) occurring during the term of the Threshold Amount will be paid to the Collateral Agent, it being agreed that the Collateral Agent shall pay the amount of such proceeds to the Company or its order this subletting to the extent required to which it is insured under Section 3.06(da policy or policies covering such loss, damage or destruction and containing a waiver of subrogation or permission to release liability as provided in paragraph (e) above. (f) The waiver of subrogation or permission for release referred to in paragraph (e) above shall extend to the contractors and agents of each party and its and their officers and employees and, in the case of Sublessee's insurance coverage, shall also extend to JAL, its agents and contractors and its officers and employees, but only if and to the extent that such waiver or permission can be obtained without additional charge (unless such party shall pay such charge). The release provided for in paragraph (e) above shall likewise extend to JAL, such agents, contractors, officers and employees; of and to the extent that such waiver or permission is effective as to them. Except as otherwise provided in paragraphs (a) and (Bb) above, nothing contained in this Section 12 shall be deemed to impose upon either party any duty to procure or maintain any of the entire amount kinds of insurance referred to therein or any particular amounts or limits of any insurance proceeds not involving an Event such kinds of Loss with respect to any Pledged Spare Parts or involving proceeds of the Threshold Amount or less and the amount of insurance proceeds in excess of the Debt Balance shall be paid to the Company or its order; provided that if a Special Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Collateral Agent or the Trustee, the amount of any proceeds of any loss with respect to the Pledged Spare Parts shall be paid to the Collateral Agentinsurance.

Property Insurance. The Company will carry or cause to be carried at all times, at no expense to any Additional Insured, with Approved Insurers insurance covering physical damage to the Pledged Spare Parts providing for the reimbursement Each of the actual expenditure incurred in repairing or replacing any damaged or destroyed Pledged Spare Part orproperty insurance policies of Borrower and each of its Subsidiaries (individually, if not repaired or replaced, for an "Insured Party") shall contain substantially the payment of the amount it would cost to repair or replace such Pledged Spare Part, on the date of loss, with proper deduction for obsolescence and physical depreciation. The Collateral following endorsements: (a) Agent shall be named as a additional loss payee payee. (b) In respect of the interests of Agent in the policies, the insurance shall not be invalidated by any action or by inaction of any Insured Party or by any Person having temporary possession of the property covered thereby (the "Property") while under contract with any Insured Party to perform maintenance, repair, alteration or similar work on the Property, and shall insure the interests of Agent regardless of any breach or violation of any warranty, declaration or condition contained in the insurance policy by any Insured Party or Agent or any other additional insured (other than by such additional insured, as its interests may appear. Any policies to such additional insured) or by any Person having temporary possession of the Property while under contract with Borrower to perform maintenance, repair, alteration or similar work on the Property. (c) If the insurance carried in accordance with this Annex B covering the Pledged Spare Parts and any policies taken out in substitution or replacement policy is cancelled for any reason whatsoever, or substantial change is made in the coverage that affects the interests of Agent, or if the insurance coverage is allowed to lapse for non-payment of premium, such policies cancellation, change or lapse shall provide not be effective as to Agent for 30 days (or 10 days in the case of non-payment of premium) after receipt by Agent of written notice from the insurers of such cancellation, change or lapse. (d) Neither Agent nor any Lender shall have any obligation or liability for premiums, commissions, assessments, or calls in connection with the insurance. (e) The insurer shall waive any rights of set-off or counterclaim or any other deduction, whether by attachment or otherwise, that it may have against Agent and each Lender. (Af) all The insurance proceeds up to 110% shall be primary without right of the outstanding Accreted Principal (the “Debt Balance”) paid under such policies as a result of the occurrence of an Event of Loss contribution from any other insurance that may be carried by Agent or any Lender with respect to its or their interest in the Property. (g) The insurer shall waive any Pledged Spare Part involving proceeds in excess right of subrogation against Agent and each Lender. (h) All provisions of the Threshold Amount will be paid to insurance, except the Collateral Agentlimits of liability, it being agreed that shall operate in the Collateral Agent shall pay the amount of such proceeds to the Company or its order to the extent required under Section 3.06(d) and (B) the entire amount of any insurance proceeds not involving an Event of Loss with respect to any Pledged Spare Parts or involving proceeds of the Threshold Amount or less and the amount of insurance proceeds in excess of the Debt Balance shall be paid to the Company or its order; provided that same manner as if there were a Special Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Collateral Agent or the Trustee, the amount of any proceeds of any loss with respect to the Pledged Spare Parts shall be paid to the Collateral Agentseparate policy covering each insured party.

Property Insurance. The Company will carry or cause to be carried at all times, at no expense to Secured Party or any Additional InsuredLender, with Approved Insurers insurance covering physical damage to the Pledged Spare Parts Parts, of the type covering the same risks as are usually carried by airlines engaged in the same or similar business as Company and covering risks of the kind customarily insured against by Company and providing for the reimbursement of the actual expenditure incurred in repairing or replacing any damaged or destroyed Pledged Spare Part or, if not repaired or replaced, for the payment of the amount it would cost (determined as of the date of loss) to repair or replace such Pledged Spare Part, on the date of loss, Part with proper deduction for obsolescence and physical depreciation. The Collateral Agent Company will carry or cause to be carried at all times, at no expense to any Secured Party, with Approved Insurers property insurance covering the Designated Locations where any Pledged Spare Parts shall be named as a loss payee as its interests may appearlocated. Any policies of insurance carried in accordance with this Annex Section B covering the Pledged Spare Parts and any policies taken out in substitution or replacement for any such policies shall provide that (A) all insurance proceeds up to 110% of the outstanding Accreted Principal (the “Debt Balance”) paid under such policies as a result of the occurrence of an Event of Loss any loss or damage with respect to any Pledged Spare Part Parts involving proceeds in excess of the Threshold Amount up to an amount equal to the unpaid amount of the Obligations will be paid to the Collateral AgentSecured Party, it being agreed that the Collateral Agent shall pay the amount of such proceeds to the Company or its order to the extent required under Section 3.06(d) and (B) the entire amount of any insurance proceeds not involving an Event in respect of Loss with respect to any Pledged Spare Parts or involving proceeds of up to the Threshold Amount or less and the amount of insurance proceeds in excess of the Debt Balance shall be paid to the Company or its order; provided however that if a Special Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Collateral Agent Secured Party or the Trusteeany other Person, the amount of any proceeds up to the Threshold Amount of any loss with respect to the Pledged Spare Parts shall not be paid to the Collateral AgentCompany, but shall instead be paid to the Secured Party notwithstanding the preceding clause (B) of this paragraph.

Property Insurance. a. You shall procure for, deliver to, and maintain for the benefit of us during the term of this Agreement, insurance policies in an aggregate amount not less than the aggregate amount of the advances outstanding on your line of credit (or such greater amount as we may specify from time to time) combined single limit in such amounts as we shall require, insuring the Goods, while in transit and otherwise, against fire, extended coverage, and such other insurable hazards, casualties and contingencies as we may require. The Company will carry form of such policies and the companies issuing them shall be acceptable to us, and, unless otherwise agreed by us in writing, shall provide for coverage without coinsurance or cause deductibles. All policies shall contain a New York standard, non-contributory endorsement making losses payable to be carried at all times, at no expense to any Additional Insured, with Approved Insurers insurance covering physical damage us. At least fifteen (15) days prior to the Pledged Spare Parts providing for the reimbursement expiration date of the actual expenditure incurred in repairing or replacing any damaged or destroyed Pledged Spare Part orall such policies, if not repaired or replaced, for renewals thereof satisfactory to us shall be delivered to us. You shall deliver to us receipts evidencing the payment of all such insurance policies and renewals. b. We hereby are authorized and empowered, at our option, to adjust or compromise any loss under any insurance policies on the amount it would cost Goods, and to collect and receive the proceeds from any such policy or policies. Each insurance company hereby is authorized and directed to make payment for all such losses directly to us instead of to you and us jointly. After deducting from said insurance proceeds any expenses incurred by us in the collection or handling of said funds, we may apply the net proceeds, at our option, either toward repairing or restoring the Goods, or as a credit on any portion of your Indebtedness selected by us, whether than matured or to mature in the future, or at our option, such sums either wholly or in part may be used to repair the Goods or replace for any other purpose in a manner satisfactory to us, all without affecting the Lien of this Agreement for the full amount secured hereby before such Pledged Spare Partpayment took place. We shall not be liable to you or otherwise responsible for any failure to collect any insurance proceeds due under the terms of any policy regardless of the cause of such failure, not shall we bear any risk of loss as to the Goods. c. If required by us, you shall pay on the date first day of losseach month, in addition to any regular installment of principal and interest and other charges with proper deduction respect to the Indebtedness secured hereby, one-twelfth (1/12th) of the yearly premiums for obsolescence and physical depreciationinsurance maintained pursuant to the provisions of this paragraph. The Collateral Agent Such amount shall be named used by us to pay such insurance premiums when due. Such added payments shall not be, nor be deemed to be, trust funds, but may be commingled with the general funds of ours, and no interest shall be payable in respect thereof. Upon our demand, you agree to deliver to us such additional moneys as a loss payee as its interests may appearare necessary to make up any deficiencies in the amounts deposited by you with us pursuant to this paragraph to enable us to pay such insurance premiums when due. Any policies of insurance carried in accordance with this Annex B covering In the Pledged Spare Parts and any policies taken out in substitution or replacement for any such policies shall provide that (A) all insurance proceeds up to 110% of the outstanding Accreted Principal (the “Debt Balance”) paid under such policies as a result of the occurrence event of an Event of Loss with respect to Default hereunder or of a default by you under any Pledged Spare Part involving proceeds in excess of the Threshold Amount will be paid Documents executed in connections with this Agreement, we may apply such sums to the Collateral Agent, it being agreed that the Collateral Agent shall pay the amount of such proceeds to the Company or its order to the extent required under Section 3.06(d) and (B) the entire amount of any insurance proceeds not involving an Event of Loss with respect to any Pledged Spare Parts or involving proceeds reduction of the Threshold Amount or less and the amount of insurance proceeds Indebtedness secured hereby in excess of the Debt Balance shall be paid to the Company or its order; provided that if a Special Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof any manner selected by the Collateral Agent or the Trustee, the amount of any proceeds of any loss with respect to the Pledged Spare Parts shall be paid to the Collateral Agentus.

Property Insurance. The Company will carry Borrower shall maintain insurance on all insurable tangible Property against fire, flood, casualty and such other hazards (including, without limitation, extended coverage, workmen’s compensation, boiler and machinery) in such amounts, with such deductibles and with such insurers as are customarily used by companies operating in the same industry as the Borrower and reasonably acceptable to the Agent. At or prior to Closing, the Borrower shall furnish the Agent with a schedule of all such insurance prepared by its insurance broker, and certificates of insurance with respect thereto (including the text of the Lender’s Loss Payable Clause in favor of the Agent required below), or such other evidence of insurance as the Agent may require. The Borrower shall furnish the Agent with a copy of each such policy at the Closing. In the event the Borrower fails to procure or cause to be carried at all timesprocured any such insurance or to timely pay or cause to be paid the premium(s) on any such insurance, at no expense to any Additional Insured, with Approved Insurers insurance covering physical damage to the Pledged Spare Parts providing Agent (on behalf of the Lenders) may do so for the reimbursement Borrower, but the Borrower shall continue to be liable for the same. The policies of all casualty insurance shall contain standard Lender’s Loss Payable Clauses issued in favor of the actual expenditure incurred in repairing or replacing any damaged or destroyed Pledged Spare Part or, if not repaired or replaced, for the payment Agent (on behalf of the amount it would cost to repair or replace such Pledged Spare Part, on the date of loss, with proper deduction for obsolescence and physical depreciation. The Collateral Agent shall be named as a loss payee as its interests may appear. Any policies of insurance carried in accordance with this Annex B covering the Pledged Spare Parts and any policies taken out in substitution or replacement for any such policies shall provide that (ALenders) all insurance proceeds up to 110% of the outstanding Accreted Principal (the “Debt Balance”) paid under such policies as a result of the occurrence of an Event of Loss with respect to any Pledged Spare Part involving proceeds in excess of the Threshold Amount will be paid to the Collateral Agent, it being agreed indicating that the Collateral Agent shall pay the amount of such proceeds to the Company or its order to the extent required is sole Lender Loss Payee, under Section 3.06(d) and (B) the entire amount of any insurance proceeds not involving an Event of Loss with respect to any Pledged Spare Parts or involving proceeds of the Threshold Amount or less and the amount of insurance proceeds in excess of the Debt Balance which all losses thereunder shall be paid to the Company or its order; Agent (on behalf of the Lenders) as the Agent’s interest may appear provided that if the Agent will release insurance proceeds to the Borrower for repair or replacement provided that the Borrower demonstrates to the satisfaction of the Agent that (i) the business interruption resulting from the casualty will not have a Special Default Material Adverse Effect; (ii) the Borrower has the financial resources to effectuate repairs and/or restoration; and (iii) the repairs and/or restoration can be completed within sixty (60) days. Such policies shall expressly provide that the requisite insurance cannot be altered or an Event canceled without thirty (30) days prior written notice to the Agent and shall insure Lenders notwithstanding the act or neglect of Default shall have occurred the Borrower. The Borrower hereby appoints the Agent as its attorney-in-fact, exercisable at the Agent’s option (without any obligation to do so), to endorse any check which may be payable to the Borrower, and be continuing and the insurers have been notified thereof by the Collateral Agent or the Trustee, the amount to file proofs of any proceeds of any loss with respect to any insurance claims, in order to collect the Pledged Spare Parts shall be paid proceeds of such insurance and any amount or amounts collected by the Agent pursuant to the Collateral provisions of this paragraph may be applied by the Agent to the Obligations. The Borrower further covenants that all insurance premiums due and owing under their current casualty policies have been paid. The Borrower also agrees to notify the Agent, promptly, upon any receipt of a notice of termination, cancellation, or non-renewal from its insurance company of any such policy.

Property Insurance. The Company will carry or cause to be carried at all times(a) Owner shall, at no expense its sole expense, maintain in full force and effect during the term of this Agreement “Special Form Causes of Loss” or “All Risk” property damage insurance, including builder’s risk insurance where applicable, to any Additional Insured, with Approved Insurers insurance covering cover physical loss or damage to the Pledged Spare Parts providing for the reimbursement of the actual expenditure incurred in repairing or replacing any damaged or destroyed Pledged Spare Part orProperty from fire and extended coverage perils, if including but not repaired or replaced, for the payment of the amount it would cost limited to repair or replace such Pledged Spare Partvandalism and malicious mischief; and comprehensive general liability insurance, on the date of lossan occurrence (and not claims — made) form, with proper deduction for obsolescence and physical depreciation. The Collateral Agent shall be named as a loss payee as its interests may appear. Any policies of insurance carried in accordance with this Annex B covering the Pledged Spare Parts and any policies taken out in substitution or replacement for any such policies shall provide that (A) all insurance proceeds up to 110% of the outstanding Accreted Principal (the “Debt Balance”) paid under such policies as a result of the an amount not less than $1,000,000 each occurrence of an Event of Loss with respect to any Pledged Spare Part involving proceeds in excess of the Threshold Amount will be paid to the Collateral Agent, it being agreed that the Collateral Agent shall pay the amount of such proceeds to the Company or its order to the extent required under Section 3.06(d) and (B) the entire amount of any insurance proceeds not involving an Event of Loss with respect to any Pledged Spare Parts or involving proceeds of the Threshold Amount or less and the amount of insurance proceeds in excess of the Debt Balance shall be paid to the Company or its order; provided that if a Special Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Collateral Agent or the Trustee, the amount of any proceeds of any loss with respect to the Pledged Spare Parts Property and covering third-party personal injury, property damage, and bodily injury (including death). Owner shall furnish Manager certificates of insurance evidencing that such insurance is in force as of the date of this Agreement or such date as services are performed by Manager, whichever is earlier. All such insurance shall be paid placed with insurers authorized to do business in the Collateral Agentstate where the property is located; be written on a non-surplus lines basis; have a rating of A-VIII or better as reported by Best’s Property & Casualty Reports Key Rating Guide for the most current reporting period; and contain waivers of subrogation as to Manager, its employees, insurers, shareholders and authorized agents. All such insurance shall include, by endorsement only, Manager as an additional insured thereunder. Such insurance shall in all respects be the primary insurance for claims arising at or on the Property and any policy of Manager shall be non-contributing in all respects. Subject to Section 8.1(e), the satisfaction of all deductibles or self-insured retentions shall be the responsibility of Owner for all claims arising at the property. To the extent that Owner or the Property has insurance covering any actual or potential environmental liability at the property, Owner shall undertake to have Manager added as an additional insured to such policy(ies). (b) Manager shall use its reasonably diligent efforts at all times to comply with all warranties, terms, and conditions of Owner’s insurance. Manager shall notify Owner within forty-eight (48) hours after Manager receives actual notice of any loss, damage, or injury, which in Manager’s opinion may result in a claim under such insurance and shall not take any action which knowingly might prejudice Owner in its defense to any claim based on such loss, damage, or injury. (c) During the term of this Agreement, Manager shall maintain the following insurance for its business operations:

Property Insurance. The Company will carry or cause to be carried at all timesBorrower shall, at no expense to any Additional Insuredits expense, with Approved Insurers insurance covering physical keep and maintain its assets insured against loss or damage by fire, theft, explosion, spoilage and all other hazards and risks ordinarily insured against by other owners or users of such properties in similar businesses in an amount at least equal to the Pledged Spare Parts providing for full insurable value of all such property. All such policies of insurance shall be in form and substance reasonably satisfactory to the reimbursement Lender. The Borrower shall deliver to the Lender the original (or a certified) copy of the actual expenditure incurred in repairing or replacing any damaged or destroyed Pledged Spare Part or, if not repaired or replaced, for the each policy of insurance and evidence of payment of all premiums therefor. Such policies of insurance shall contain an endorsement, in form and substance satisfactory to the amount it would cost Lender, showing all loss payable to repair or replace such Pledged Spare Partthe Lender, on the date of loss, with proper deduction for obsolescence and physical depreciation. The Collateral Agent shall be named as a loss payee as its interests may appear, as provided in this Section 8.7. Any Such endorsement shall provide that such insurance company will give the Lender at least thirty (30) days prior written notice before any such policy or policies of insurance carried in accordance with this Annex B covering the Pledged Spare Parts shall be altered or canceled and any policies taken out in substitution that no act or replacement for any such policies shall provide that (A) all insurance proceeds up to 110% default of the outstanding Accreted Principal (Borrower or any other Person shall affect the “Debt Balance”) paid right of the Lender to recover under such policy or policies of insurance in case of loss or damage. The Borrower hereby directs all insurers under such policies as a result of the occurrence insurance to pay all proceeds of an Event of Loss with respect to any Pledged Spare Part involving proceeds in excess of the Threshold Amount will be paid insurance policies directly to the Collateral AgentLender and the Lender shall, it being agreed that in its reasonable discretion, either apply such proceeds against the Collateral Agent shall pay Liabilities (in such order as Lender, in its sole discretion, may determine) or permit the Borrower to use such proceeds to restore or rebuild the damaged property; provided, however, any such insurance proceeds attributable to losses or damages of personal property of Borrower in the amount of such proceeds to the Company or its order to the extent required under Section 3.06(dTwo Hundred Fifty Thousand Dollars ($250,000) and (B) the entire amount of any insurance proceeds not involving an Event of Loss with respect to any Pledged Spare Parts or involving proceeds of the Threshold Amount or less and individually or up to Two Hundred Fifty Thousand Dollars ($250,000) in the amount of insurance proceeds in excess of the Debt Balance aggregate at any time shall be paid to the Company Borrower for application to either repay a portion of the Liabilities or restore or rebuild the damaged personal property, as the Borrower shall determine in its order; provided that if reasonable and good faith determination. Upon the occurrence of a Special Default or an Event of Default shall have occurred Default, the Borrower irrevocably makes, constitutes and be continuing appoints the Lender (and the insurers have been notified thereof all officers, employees or agents designated by the Collateral Agent Lender in writing to the Borrower) as the Borrower’s true and lawful attorney-in-fact for the purpose of making, settling and adjusting claims under all such policies of insurance, endorsing the name of the Borrower on any check, draft, instrument or other item of payment received by the Borrower or the Trustee, the amount Lender pursuant to any such policies of any proceeds of any loss insurance and for making all determinations and decisions with respect to the Pledged Spare Parts shall be paid to the Collateral Agentsuch policies of insurance. UNLESS THE BORROWER PROVIDES THE LENDER WITH EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY THIS AGREEMENT WITHIN THREE BUSINESS DAYS FOLLOWING LENDER’S REQUEST, THE LENDER MAY PURCHASE INSURANCE AT THE BORROWER’S EXPENSE TO PROTECT THE LENDER’S INTERESTS IN THE COLLATERAL. THIS INSURANCE MAY, BUT NEED NOT, PROTECT THE INTERESTS IN THE COLLATERAL. THE COVERAGE PURCHASED BY THE LENDER MAY NOT PAY ANY CLAIMS THAT THE BORROWER MAKES OR ANY CLAIM THAT IS MADE AGAINST THE BORROWER IN CONNECTION WITH THE COLLATERAL. THE BORROWER MAY LATER CANCEL ANY SUCH INSURANCE PURCHASED BY THE LENDER, BUT ONLY AFTER PROVIDING THE LENDER WITH EVIDENCE THAT THE BORROWER HAS OBTAINED INSURANCE AS REQUIRED BY THIS AGREEMENT. IF THE LENDER PURCHASES INSURANCE FOR THE COLLATERAL, THE BORROWER WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING INTEREST AND ANY OTHER CHARGES THAT THE LENDER MAY IMPOSE IN CONNECTION WITH THE PLACEMENT OF THE INSURANCE, UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE MAY BE ADDED TO THE OBLIGATIONS SECURED HEREBY. THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF INSURANCE THE BORROWER MAY BE ABLE TO OBTAIN ON ITS OWN.

Property Insurance. a. You shall procure for, deliver to, and maintain for the benefit of us during the term of this Agreement, insurance policies in an aggregate amount not less than the aggregate amount of the advances outstanding on your line of credit (or such greater amount as we may specify from time to time) combined single limit in such amounts as we shall require, insuring the Goods, while in transit and otherwise, against fire, extended coverage, and such other insurable hazards, casualties and contingencies as we may require. The Company will carry form of such policies and the companies issuing them shall be acceptable to us, and, unless otherwise agreed by us in writing, shall provide for coverage without coinsurance or cause deductibles. All policies shall contain a New York standard, non-contributory endorsement making losses payable to be carried at all times, at no expense to any Additional Insured, with Approved Insurers insurance covering physical damage us. At least fifteen (15) days prior to the Pledged Spare Parts providing for the reimbursement expiration date of the actual expenditure incurred in repairing or replacing any damaged or destroyed Pledged Spare Part orall such policies, if not repaired or replaced, for renewals thereof satisfactory to us shall be delivered to us. You shall deliver to us receipts evidencing the payment of all such insurance policies and renewals. b. We hereby are authorized and empowered, at our option, to adjust or compromise any loss under any insurance policies on the amount it would cost Goods, and to collect and receive the proceeds from any such policy or policies. Each insurance company hereby is authorized and directed to make payment for all such losses directly to us instead of to you and us jointly. After deducting from said insurance proceeds any expenses incurred by us in the collection or handling of said funds, we may apply the net proceeds, at our option, either toward repairing or restoring the Goods, or as a credit on any portion of your Indebtedness selected by us, whether then matured or to mature in the future, or at our option, such sums either wholly or in part may be used to repair the Goods or replace for any other purpose and in a manner satisfactory to us, all without affecting the Lien of this Agreement for the full amount secured hereby before such Pledged Spare Partpayment took place. We shall not be liable to you or otherwise responsible for any failure to collect any insurance proceeds due under the terms of any policy regardless of the cause of such failure, nor shall we bear any risk of loss as to the Goods. c. If required by us, you shall pay on the date first day of losseach month, in addition to any regular installment of principal and interest and other charges with proper deduction respect to the Indebtedness secured hereby, one-twelfth (1/12th) of the yearly premiums for obsolescence and physical depreciationinsurance maintained pursuant to the provisions of this paragraph. The Collateral Agent Such amount shall be named used by us to pay such insurance premiums when due. Such added payments shall not be, nor be deemed to be, trust funds, but may be commingled with the general funds of ours, and no interest shall be payable in respect thereof. Upon our demand, you agree to deliver to us such additional moneys as a loss payee as its interests may appearare necessary to make up any deficiencies in the amounts deposited by you with us pursuant to this paragraph to enable us to pay such insurance premiums when due. Any policies of insurance carried in accordance with this Annex B covering In the Pledged Spare Parts and any policies taken out in substitution or replacement for any such policies shall provide that (A) all insurance proceeds up to 110% of the outstanding Accreted Principal (the “Debt Balance”) paid under such policies as a result of the occurrence event of an Event of Loss with respect to Default hereunder or of a default by you under any Pledged Spare Part involving proceeds in excess of the Threshold Amount will be paid Documents executed in connection with this Agreement, we may apply such sums to the Collateral Agent, it being agreed that the Collateral Agent shall pay the amount of such proceeds to the Company or its order to the extent required under Section 3.06(d) and (B) the entire amount of any insurance proceeds not involving an Event of Loss with respect to any Pledged Spare Parts or involving proceeds reduction of the Threshold Amount or less and the amount of insurance proceeds Indebtedness secured hereby in excess of the Debt Balance shall be paid to the Company or its order; provided that if a Special Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof any manner selected by the Collateral Agent or the Trustee, the amount of any proceeds of any loss with respect to the Pledged Spare Parts shall be paid to the Collateral Agentus.

Property Insurance. Before the start of Work, the Owner shall obtain and maintain Builder’s Risk Policy upon the entire Project for the full cost of replacement at the time of loss. This insurance shall also name the Miner, Subcontractors, Sub-subcontractors, Material Suppliers and Architect/Engineer as named insured’s. This insurance shall be written as a Builder’s Risk Policy or equivalent form to cover all risks of physical loss except those specifically excluded by the policy. The Company will carry Owner shall be solely responsible for any deductible amounts or cause coinsurance penalties. This policy shall provide for a waiver of subrogation in favor of the Miner, Subcontractors, Sub-subcontractors, and Material Suppliers. This insurance shall remain in effect until final payment has been made or until no person or entity other than the Owner has an insurable interest in the property to be carried at covered by this insurance, whichever is sooner. Partial occupancy or use of the Work shall not commence until the Owner has secured the consent of the insurance company or companies providing the coverage required in this Paragraph. Prior to commencement of the Work, the Owner shall provide a copy of the property policy or policies obtained in compliance with this Paragraph. 12.3.1 If the Owner does not intend to purchase the property insurance required by this Agreement, including all timesof the coverages and deductibles described herein, at no expense the Owner shall give written notice to Miner before the Work is commenced, and the Owner shall be responsible for all of Miner’s costs reasonably attributed to the Owner’s failure or neglect in purchasing or maintaining the coverage described above and the Owner shall waive any Additional Insured, with Approved Insurers insurance covering physical claim against Miner for loss or damage to the Pledged Spare Parts providing Project property. 12.3.2 Owner and Miner waive all rights against each other and their respective employees, agents, contractors, subcontractors and Sub-subcontractors, for damages caused by risks covered by the property insurance except such rights as they may have to the proceeds of the insurance and such rights as Miner may have for the reimbursement failure of the actual expenditure incurred Owner to obtain and maintain property insurance in repairing or replacing any damaged or destroyed Pledged Spare Part or, if not repaired or replaced, for compliance with Subparagraph 12.3. 12.3.3 To the payment extent of the amount it would cost limits of Miner’s Commercial General Liability Insurance specified in Paragraph 12.1 Miner shall indemnify and hold harmless the Owner against any and all liability, claims, demands, damages, losses and expenses, including attorneys’ fees, in connection with or arising out of any damage or alleged damage to repair or replace such Pledged Spare Part, on any of Owner’s existing adjacent property that may arise from the date of loss, with proper deduction for obsolescence and physical depreciation. The Collateral Agent shall be named as a loss payee as its interests may appear. Any policies of insurance carried in accordance with this Annex B covering the Pledged Spare Parts and any policies taken out in substitution or replacement for any such policies shall provide that (A) all insurance proceeds up to 110% performance of the outstanding Accreted Principal (the “Debt Balance”) paid under such policies as a result of the occurrence of an Event of Loss with respect to any Pledged Spare Part involving proceeds in excess of the Threshold Amount will be paid to the Collateral AgentWork, it being agreed that the Collateral Agent shall pay the amount of such proceeds to the Company or its order but only to the extent required under Section 3.06(d) and (B) the entire amount of any insurance proceeds not involving an Event of Loss with respect to any Pledged Spare Parts or involving proceeds of the Threshold Amount or less and the amount of insurance proceeds in excess of the Debt Balance shall be paid to the Company or its order; provided that if a Special Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof caused by the Collateral Agent negligent acts or the Trusteeomissions of Miner, the amount Subcontractor or anyone employed directly or indirectly by any of them or by anyone for whose acts any proceeds of any loss with respect to the Pledged Spare Parts shall them may be paid to the Collateral Agentliable.

Property Insurance. The Company Borrower will carry or cause to be carried at all times, at no expense to any Additional Insured, with Approved Insurers insurance covering physical damage to the Pledged Spare Parts providing for the reimbursement of the actual expenditure incurred in repairing or replacing any damaged or destroyed Pledged Spare Part or, if not repaired or replaced, for the payment of the amount it would cost to repair or replace such Pledged Spare Part, on the date of loss, with proper deduction for obsolescence and physical depreciation. The Collateral Agent shall be named as a loss payee as its interests may appear. Any policies of insurance carried in accordance with this Annex Section B covering the Pledged Spare Parts and any policies taken out in substitution or replacement for any such policies shall provide that insurance proceeds under such policies shall be payable directly to the Administrative Agent for prompt deposit into the Collateral Proceeds Account if (A) all such insurance proceeds up to 110% of the outstanding Accreted Principal (the “Debt Balance”) paid under such policies as a result of the occurrence are in respect of an Event of Loss with respect (provided, as to any such Pledged Spare Part involving proceeds Parts, except as provided in excess of the Threshold Amount will be paid to the Collateral Agent, it being agreed that the Collateral Agent shall pay the amount of such proceeds to the Company or its order to the extent required under Section 3.06(d) and clause (B) ), the entire amount of any insurance proceeds not involving an Event of Loss with respect to any Pledged Spare Parts or loss involving proceeds of the applicable Threshold Amount or less and or the amount of insurance any proceeds of any loss in excess of the Debt Balance outstanding Obligations shall be paid to Borrower), or (B) the Company insurer has received a notice from the Administrative Agent directing that such insurance proceeds are required to be so paid to the Administrative Agent during the occurrence and continuance of Event of Default (which notice has not been rescinded). The Administrative Agent shall be entitled to notify an insurer that such insurance proceeds shall be paid directly to the Administrative Agent as provided in the immediately preceding sentence in the following circumstances: (1) an Event of Default has occurred and is continuing, or (2) such insurance proceeds if paid to Borrower would be required to be deposited in the Collateral Proceeds Account in accordance with Section 2.12(a) of the Credit Agreement (all calculations thereunder and under Section 6.09 of the Credit Agreement to be performed in accordance with the Credit Agreement after giving effect to the Event of Loss or other circumstance giving rise to such insurance proceeds), provided that if such a notice has been given to the insurer, the Administrative Agent shall rescind such notice if such circumstances are no longer applicable. It is hereby understood and agreed that in the case of Table of Contents any payment to the Administrative Agent pursuant to the foregoing, upon such payment no longer being required to be held in the Collateral Proceeds Account pursuant to Section 2.12(a) of the Credit Agreement, the Administrative Agent shall cause the amount of such payment to be released to Borrower or its order. Furthermore, in the case of any payment to the Administrative Agent (for deposit in the Collateral Proceeds Account) otherwise than in respect of an Event of Loss, the Administrative Agent shall, upon receipt of evidence satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made, pay (and release from the Collateral Proceeds Account) the amount of such payment to Borrower or its order. For purposes hereof, the “Threshold Amount” for any Pledged Spare Part shall mean $5,000,000. All losses will be adjusted by Borrower with the insurers; provided provided, however, that if during a Special Default or period when an Event of Default shall have occurred and be continuing and continuing, Borrower shall not agree to any such adjustment without the insurers have been notified thereof by consent of the Collateral Administrative Agent (such consent not to be unreasonably withheld or the Trustee, the amount of any proceeds of any loss with respect to the Pledged Spare Parts shall be paid to the Collateral Agentdelayed).

Property Insurance. The Company will carry or cause to be carried at all timesEach Borrower and WQD shall, at no expense to any Additional Insuredits expense, with Approved Insurers insurance covering physical keep and maintain its assets insured against loss or damage by fire, theft, explosion, spoilage and all other hazards and risks ordinarily insured against by other owners or users of such properties in similar businesses in an amount at least equal to the Pledged Spare Parts providing full insurable value thereof (including not less than six months' business interruption insurance in an amount for the reimbursement of the actual expenditure incurred in repairing or replacing any damaged or destroyed Pledged Spare Part orWQMC not less than Seven Million Dollars $7,000,000, if and for Cusco not repaired or replaced, for the payment of the amount it would cost to repair or replace less than One Million Two Hundred Thousand Dollars $1,200,000). All such Pledged Spare Part, on the date of loss, with proper deduction for obsolescence and physical depreciation. The Collateral Agent shall be named as a loss payee as its interests may appear. Any policies of insurance carried shall be in accordance with this Annex B covering form and substance satisfactory to the Pledged Spare Parts Agent. Each Borrower and any WQD shall deliver to the Agent the original or a certified copy of each policy of insurance and evidence of payment of all premiums therefor. Such policies taken out of insurance shall contain an endorsement, substantially in substitution or replacement for any such policies shall provide that (A) the form of EXHIBIT 7.6 hereto, naming the Agent as loss payee and additional insured. Each Borrower and WQD hereby directs all insurance proceeds up to 110% of the outstanding Accreted Principal (the “Debt Balance”) paid insurers under such policies as a result of the occurrence insurance to pay all proceeds of an Event of Loss with respect to any Pledged Spare Part involving proceeds in excess of the Threshold Amount will be paid such insurance policies directly to the Collateral Agent, it being agreed that the Collateral Agent shall pay . If the amount of such loss or damage is less than $50,000 the Agent shall release such proceeds to the Company appropriate Borrower or its order to WQD, as the extent required under Section 3.06(d) and (B) case may be, provided that at the entire amount time of any insurance proceeds not involving an Event requested release of Loss with respect to any Pledged Spare Parts or involving proceeds of the Threshold Amount or less and the amount of insurance proceeds in excess of the Debt Balance shall be paid to the Company or its order; provided that if a Special Default or an funds no Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Collateral Agent or the Trustee, continuing. If the amount of such loss or damage is more than $50,000 but less than $500,000 the Agent shall release such proceeds to the appropriate Borrower or WQD, as the case may be, when and as necessary to pay for the repair, replacement or reconstruction of the assets subject to such casualty, provided that: (i) at the time of any requested release of funds, no Default or Event of Default shall have occurred and be continuing; (ii) the repair, replacement or reconstruction of such assets shall be reasonably anticipated to be completed prior to the termination of this Agreement; and (iii) each release of funds shall be conditioned upon receipt by the Agent of architect's certificates, completion certificates, waivers of mechanic's liens, or such other documentation as the Agent may reasonably request. If the event of loss or damage is equal to or greater than $500,000 or the conditions set forth above are not met, the Agent, in its sole discretion, may apply the proceeds of casualty insurance policies to the prepayment of the Obligations. Additionally, effective upon loss or damage equal to or greater than $500,000 or the conditions set forth above are not met, each Borrower and WQD irrevocably makes, constitutes and appoints the Agent (and all officers, employees or agents designated by the Agent) as such Person's true and lawful attorney-in-fact for the purpose of making, settling and adjusting claims under all such policies of insurance, endorsing the name of such Person on any loss check, draft, instrument or other item of payment received by such Person or the Agent pursuant to any such policies of insurance and for making all determinations and decisions with respect to such policies of insurance. If WQD or any Borrower, at any time or times hereafter, shall fail to obtain or maintain any of the Pledged Spare Parts policies of insurance required above or to pay any premium in whole or in part relating thereto, then the Agent, without waiving or releasing any Obligation, Default or Event of Default by such Person hereunder, may at any time or times thereafter (but shall be paid under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which the Collateral AgentAgent deems advisable.