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. The Company will carry (a) Landlord shall maintain “special form” property insurance determined on a replacement cost basis on the Building and on all Leasehold Improvements. Landlord also may, but shall not be obligated to, maintain such other additional insurance as is customary for a landlord to maintain or cause as may be required by Landlord’s lender, including, but not limited to rental abatement insurance and personal property insurance. Landlord agrees to maintain commercial general liability insurance with applicable limits of not less than $2,000,000 for death, bodily injury and property damage per occurrence, subject to a general aggregate of $4,000,000, which coverages may be effected by primary or excess coverage. Landlord’s commercial general liability insurance shall include coverage for contractual liability assumed under this Lease. Said insurance shall be maintained with an insurance company authorized to do business in the state in which the Building is located, in amounts desired by Landlord and at the expense of Landlord (but with the same to be carried at all times, at no expense included in Operating Expenses) and payments for losses thereunder shall be made solely to any Additional Insured, with Approved Insurers insurance covering physical damage Landlord. If the annual premiums to be paid by Landlord shall exceed the standard rates because of Tenant’s operations within or contents of the Premises or because the Leasehold Improvements 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 Premises exceed the amount of the Allowance (as defined in EXHIBIT D), Tenant shall promptly pay the excess amount of the premium upon request by Landlord (and if necessary, Landlord may allocate the insurance costs of the Building to give effect to this sentence). Landlord shall deliver a copy of such proceeds policy, or evidence of insurance (XXXXX-27 or equivalent) in a form reasonably satisfactory to Tenant, as directed by Tenant, within ten (10) days after any request therefor and shall endeavor to do so no later than ten (10) days prior to the Company expiration or its order to the extent required under Section 3.06(d) and (B) the entire amount sooner termination 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 policies.

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 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. (a) The Company will carry insuring party 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 of the actual expenditure incurred Premises, 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 its order deeds of trust on the Premises. The insuring party 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 as well as an automatic increase in insurance endorsement causing the increase in annual property insurance coverage by 2% per quarter. If the insuring party 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 Lessee. If such insurance coverage has a deductible clause, the deductible amount shall not exceed $1,000 per occurrence, and Lessee shall be liable for 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. (c) If the Lessor is the insuring party the Lessor will not insure Lessee's fixtures, equipment or less and 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. But if Lessee is the insuring party the Lessee shall be paid to the Company or insure its order; provided that if a Special Default or an Event of Default shall have occurred fixtures, equipment 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 improvements.

Property Insurance. The Company will carry Lessor shall, at all times during the term of this Lease, maintain a policy or cause policies of insurance with the premiums paid in advance, issued by and binding upon an insurance company meeting the standards specified in Section 7.6(3) for insurance to be carried at maintained by Lessee, insuring the Building against all times, at no expense to any Additional Insured, with Approved Insurers insurance covering risk of direct physical damage loss 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 or, if not repaired or replaced, for the payment Building structure and its improvements as of the amount it would cost to repair or replace such Pledged Spare Part, on the date of lossthe loss (exclusive of excavation and foundation costs, with proper deduction costs of underground items and costs of parking lot paving and landscaping), providing protection against all perils, including, without limitations fire, extended coverage, vandalism, malicious mischief, a standard mortgagee clause and rental coverage; provided, Lessor is not obligated in any way or manner to insure any personal property (including, but not limited to, any furniture, machinery, goods or supplies) of Lessee upon or within the Leased Premises, any fixtures installed or paid for obsolescence and physical depreciationby Lessee upon or within the Leased Premises, or any improvements which Lessee may construct on the Leased Premises. The Collateral Agent shall rental insurance policy will be named as for the full rental value for a loss payee as its interests may appearperiod of one year, which insurance also covers real estate taxes, insurance and other amounts which might be due Lessor from Lessee pursuant to the terms of this Lease. Any policies Lessee agrees that it is not entitled to the proceeds of any policy of insurance carried maintained by Lessor even if the cost of such insurance is borne by Lessee as set forth in accordance with this Annex B covering Article 2.0. Notwithstanding the Pledged Spare Parts and any policies taken out foregoing, 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 event Lessor has a result of the occurrence of an Event of Loss with respect to any Pledged Spare Part involving proceeds net worth in excess of $50,000,000, it shall be entitled to self insure against all risk provided for in this paragraph in lieu of obtaining the Threshold Amount insurance set forth herein, in which event Lessor will be paid deemed 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 have insurance proceeds not involving an Event of Loss with respect available 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 it that if a Special Default or an Event of Default shall have occurred and be continuing and the insurers would otherwise have been notified thereof available if Lessor had purchased the insurance required 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 Agentthis paragraph.

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. 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 Landlord's agent if so directed by Landlord) Tenant's proportionate share (allocated to be carried at all timesthe Leased Premises by square footage or other equitable basis as calculated and determined by Landlord) of the deductibles on insurance claims and the cost of, at no expense to any Additional Insured, with Approved Insurers policy or policies of insurance covering physical loss or damage to the Pledged Spare Parts Premises (including all improvements within the Premises constructed by either Landlord or Tenant (provided Tenant has obtained Landlord's written approval for said improvements to the Premises) and Complex (excluding routine maintenance and repairs and incidental damage or destruction caused by accidents or vandalism for which Tenant is responsible under Paragraph 7) in 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 and any deductibles related thereto. If such 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 neither interest in nor any right to the proceeds of any insurance procured by Landlord for the Complex. In addition and notwithstanding anything to the contrary in this Paragraph 12, each party to this Lease hereby waives all rights of recovery against the other party or its officer, employees, agents and representatives for loss or damage to its property or the property of others under its control, arising from any cause insured against under the fire and extended coverage (excluding, however, any loss resulting from Hazardous Material contamination of the Property) required to be maintained by the terms of this Lease Agreement to the extent full reimbursement of the actual expenditure incurred in repairing or replacing any damaged or destroyed Pledged Spare Part orloss/claim is received by the insured party. Each party required to carry property insurance hereunder shall cause the policy evidencing such insurance to include a provision permitting such release of liability ("waiver of subrogation endorsement") provided, however, that if the insurance policy of either releasing party prohibits such waiver, then this waiver shall not repaired or replacedtake effect until consent to such waiver is obtained; provided, for however, that if the payment insurance policy of either releasing party prohibits such waiver, then this waiver shall not take effect until consent to such waiver is obtained. If such waiver is so prohibited, the insured party affected shall promptly notify the other party thereof. In the event the waivers are issued to the parties and are not valid under current policies and/or subsequent insurance policies, the non-complying party will provide, to the other party, 30 days advance notification of the amount it would cost to repair or replace cancellation of the subrogation waiver, in which case neither party will provide such Pledged Spare Part, on the date of loss, with proper deduction for obsolescence subrogation waiver thereafter and physical depreciationthis Paragraph will be null and void. The Collateral Agent foregoing waiver of subrogation shall be named as a not include any 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% resulting from Hazardous Material contamination 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 Property 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 Agentcoverage relating thereto."

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 Each 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 Borrowers and reasonably acceptable to Agent. At or prior to Closing, Borrowers shall furnish 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 Agent required below), or such other evidence of insurance as Agent may require. Borrowers shall furnish Agent with a copy of such policy within thirty (30) days after Closing. In the event Borrowers fail to procure or cause to be carried at procured any such insurance or to timely pay or cause to be paid the premium(s) on any such insurance, Agent (on behalf of Lenders) may do so for Borrowers, but Borrowers shall continue to be liable for the same. The policies of all times, at no expense to any Additional Insured, casualty insurance with Approved Insurers insurance covering physical damage respect to the Pledged Spare Parts providing for Inventory and Equipment shall contain standard Lender's Loss Payable Clauses issued in favor of Agent (on behalf of Lenders) indicating that Agent is sole Lender Loss Payee, under which all losses thereunder with respect to 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 Inventory and physical depreciation. The Collateral Agent Equipment shall be named paid to Agent (on behalf of Lenders) as a loss payee as its interests Agent's interest 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 expressly provide that the requisite insurance cannot be altered or canceled without thirty (A30) all insurance proceeds up days prior written notice to 110% Agent and shall insure Lenders notwithstanding the act or neglect of the outstanding Accreted Principal any Borrower. Each Borrower hereby appoints Agent as its attorney-in-fact, exercisable at Agent's option (the “Debt Balance”) paid under without any obligation to do so), to endorse any check which may be payable to such policies as a result Borrower, and to file proofs of the occurrence of an Event of Loss loss with respect to any Pledged Spare Part involving proceeds in excess insurance claims, and, after an Event of the Threshold Amount will be paid Default, 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 negotiate a settlement of any insurance proceeds not involving an Event of Loss with respect claims, in order to any Pledged Spare Parts or involving collect the proceeds of the Threshold Amount such insurance and any amount or less and the amount of insurance proceeds in excess of the Debt Balance shall be paid amounts collected by Agent pursuant to the Company or its order; provided provisions of this paragraph may be applied by Agent to the Obligations. Each Borrower further covenants that if a Special Default or an Event of Default shall have occurred all insurance premiums due and be continuing and the insurers owing under their current casualty policies have been notified thereof by the Collateral Agent paid. Each Borrower also agrees to notify Agent, promptly, upon any 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 will carry Throughout the Lease Term, Landlord shall purchase and keep in force, and Tenant shall pay to Landlord (or Landlord’s agent if so directed by Landlord), as Additional Rent and in accordance with Paragraph 4.D of this Lease, Tenant’s Proportionate Share of the deductibles on insurance claims and the cost of, policy or policies of insurance covering loss or damage to and/or destruction of the Building (excluding routine maintenance and repairs and incidental damage or destruction intentionally caused by Tenant, its officers, employees, agents, contractors and/or representatives) in the amount of the full replacement value thereof, providing protection against those perils included within the classification of “all risks” “special form” 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 insurance cost is increased due to Tenant’s use of the Premises, Tenant agrees to pay to Landlord, in addition to its Proportionate Share of the deductibles, the full cost of such increase within five (5) business days of receipt of the related invoice. Tenant shall have no interest in or any right to the proceeds of any insurance procured by Landlord for the Premises. In addition and notwithstanding anything to the contrary in this Paragraph 12, each party to this Lease hereby waives all rights of recovery against the other party or its officers, employees, agents and representatives for loss or damage to its property or the property of others under its control, arising from any cause insured against under the fire and extended “special form” property coverage (excluding, however, any loss resulting from Hazardous Material contamination of the Property) required to be carried at all times, at no expense to any Additional Insured, with Approved Insurers insurance covering physical damage maintained by the terms of this Lease to the Pledged Spare Parts providing for the extent full reimbursement of the actual expenditure incurred in repairing or replacing loss/claim is received by the insured party. Each party required to carry property insurance hereunder shall cause the policy evidencing such insurance to include a provision permitting such release of liability (“waiver of subrogation endorsement”). If such waiver is so prohibited, the insured party affected shall promptly notify the other party thereof. Notwithstanding anything to the contrary herein, the foregoing waiver of subrogation shall not include any damaged or destroyed Pledged Spare Part or, if not repaired or replaced, for the payment loss resulting from Hazardous Material contamination of the amount it would cost to repair Property 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 Agentcoverage relating thereto.” Initial: JDK

Property Insurance. The Company will carry Landlord shall purchase and keep in force, and as Additional Rent and in accordance with Paragraph 4.D of this Lease, Tenant shall pay to Landlord (or cause to be carried at all timesLandlord’s agent if so directed by Landlord) Tenant’s Proportionate Share (of the deductibles on insurance claims and the cost of, at no expense to any Additional Insured, with Approved Insurers policy or policies of insurance covering physical loss or damage to the Pledged Spare Parts Premises and Complex (excluding routine maintenance and repairs and incidental damage or destruction caused by accidents or vandalism for which Tenant is responsible under Paragraph 11) in the amount of the full replacement value thereof, providing protection against those perils included within the classification of “all risks” “special form” 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 and any deductibles related thereto; provided however, that during the last twenty-four months of the Lease Term, Tenant shall only be responsible for paying fifty percent (50%) of Tenant’s Proportionate Share of any earthquake deductibles. If such insurance cost is increased due to Tenant’s use of the Premises or the Complex, Tenant agrees to pay to Landlord, in addition to its Proportionate Share of the deductibles, the full cost of such increase within five (5) days of receipt of the related invoice. Tenant shall have no interest in nor any right to the proceeds of any insurance procured by Landlord for the Complex. In addition and notwithstanding anything to the contrary in this Paragraph 17, each party to this Lease hereby waives all rights of recovery against the other party or its officer, employees, agents and representatives for loss or damage to its property or the property of others under its control, arising from any cause insured against under the fire and extended “special form” property coverage (excluding, however, any loss resulting from Hazardous Material contamination of the Property) required to be maintained by the terms of this Lease to the extent full reimbursement of the actual expenditure incurred in repairing or replacing any damaged or destroyed Pledged Spare Part orloss/claim is received by the insured party. Each party required to carry property insurance hereunder shall cause the policy evidencing such insurance to include a provision permitting such release of liability (“waiver of subrogation endorsement”); provided, however, that if the insurance policy of either releasing party prohibits such waiver, then this waiver shall not repaired or replacedtake effect until consent to such waiver is obtained. If such waiver is so prohibited, for the payment insured party affected shall promptly notify the other party thereof. In the event the waivers are issued to the parties and are not valid under current policies and/or subsequent insurance policies, the non-complying party will provide, to the other party, thirty (30) days’ advance notification 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% cancellation of the outstanding Accreted Principal (subrogation waiver, in which case neither party will provide such subrogation waiver thereafter and this Paragraph will be null and void. Notwithstanding anything to the “Debt Balance”) paid under such policies as a result contrary herein, the foregoing waiver of subrogation shall not include any loss resulting from Hazardous Material contamination 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 Property 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 Agentcoverage relating thereto.

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 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 insurance industry), at least in the amount of eighty percent (80%) 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 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 "special causes of loss," 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 by Landlord. A stipulated value or agreed amount endorsement deleting any co-insurance provision of said policy or 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 Project Costs, 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, to 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 Property 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 and expense, (i) an "all risk" or "special causes of an Event of Loss with respect to any Pledged Spare Part involving proceeds loss" 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 the full replacement cost covering Tenant's Personal Property and any Alterations made by or at the request of Tenant, with Landlord insured as its interest may appear, and (ii) an "all risk" or "special causes of loss" policy of business interruption and/or loss of income insurance covering a period of two (2) years, plus such proceeds additional period of time, if any, as will permit Tenant to be in a position to have the Company or its order same revenues as were in effect the day before a loss giving rise to a claim under such insurance occurs, with loss payable to Landlord to the extent required under Section 3.06(d) of Monthly Rent 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 AgentAdditional Rent only.

Property Insurance. The Company will carry Landlord shall maintain in full force and effect during the Term of this Lease all risk property insurance, written on a “special form – causes of loss” policy (or cause equivalent), covering the improvements and structures at the Premises, in an amount of not less than one hundred percent (100%) insurable replacement value with no coinsurance, with earthquake insurance covering up to fifty percent (50%) of the insurable replacement value of the improvements and structures at the Premises and a deductible no greater than the lesser of (x) $100,000, or (y) three percent (3%) of such insurable replacement value (the costs of any higher limit or lower deductible amount for such earthquake insurance shall be at Landlord’s sole cost) if Landlord or its lender deems such insurance to be carried at all timesnecessary or desirable, 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 each case (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 containing an Event of Loss agreed amount endorsement and replacement cost endorsement with respect to any Pledged Spare Part involving proceeds all improvements; (B) providing for no deductible in excess of $25,000; and (C) containing Demolition Costs, Increased Cost of Construction and “Ordinance or Law Coverage” or “Enforcement” endorsements in amounts satisfactory to Landlord’s lender. The insurable replacement value may be redetermined from time to time by an appraiser or contractor designated and paid by Landlord or its lender or by an engineer or appraiser in the Threshold Amount will be paid regular employ of the insurer; provided that no failure by Landlord or its lender to request any such appraisals shall relieve Tenant of any of its obligations under this Article or the Collateral Agentremainder of this Lease. Tenant shall reimburse Landlord for the premiums and other costs of such property insurance within thirty (30) days after receipt of invoice from the Landlord. Tenant shall maintain at its sole cost and expense in full force and effect during the Term of this Lease property insurance written on a “special form – causes of loss” policy, it being agreed that covering all trade fixtures, equipment, furniture, inventory, and other personal property located at the Collateral Agent shall pay the Premises (collectively, “Tenant’s Property”), in an amount of such proceeds to the Company or its order to the extent required under Section 3.06(dnot less than one hundred percent (100%) and (B) the entire amount of any insurance proceeds not involving an Event of Loss insurable replacement value with respect to any Pledged Spare Parts or involving proceeds of the Threshold Amount or less and the amount of insurance proceeds no coinsurance, in each case providing for no deductible 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 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 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 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) At all insurance proceeds up to 110% times during the Lease Term, Tenant shall procure and maintain, at its sole expense, "all-risk" property insurance, for damage or other loss caused by fire or other casualty or cause including, but not limited to, vandalism and malicious mischief, theft, water damage of any type, including sprinkler leakage, bursting of pipes, explosion, in an amount not less than one hundred percent (100%) of the outstanding Accreted Principal replacement cost covering (i) all Alterations made by or for Tenant in the “Debt Balance”Premises; and (ii) paid under Tenant's trade fixtures, equipment and other personal property from time to time situated in the Premises. The proceeds of such policies as a result insurance shall be used for the repair or replacement of the occurrence of an Event of Loss with respect to any Pledged Spare Part involving property so insured, except that if not so applied or if, this Lease is terminated following a casualty, the proceeds in excess of the Threshold Amount will be paid applicable 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 leasehold improvements 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 Landlord and the insurers have been notified thereof by the Collateral Agent or the Trustee, the amount of any proceeds of any loss with respect applicable to the Pledged Spare Parts Tenant's personal property shall be paid to Tenant. Tenant shall have the Collateral Agentright, but not the obligation, to self-insure all loss or damage to the Premises in the amount of the full replacement value thereof. In said event, Tenant shall deliver to Landlord, at the commencement of each Lease Year, a certificate of self-insurance executed by Tenant, certifying that Landlord is named or reflected as an "additional insured" on said self-insurance, and that Landlord shall be entitled to rely thereon. If Tenant elects to self-insure, then in the event of any property damage or loss which is required to be insured against by Tenant under this Lease, Tenant shall repair or replace the same to the same extent as it would have been required under this Article 10 had Tenant carried the property insurance policies required by this Section 10.02(A).

Property Insurance. The Company will carry Landlord shall purchase and keep in force, and as Additional Rent and in accordance with Paragraph 4.D of this Lease, Tenant shall pay to Landlord (or Landlord’s agent if so directed by Landlord) Tenant’s Proportionate Share of the deductibles on insurance claims and the cost of, policy or policies of insurance covering loss or damage to and/or destruction of the Building (excluding routine maintenance and repairs and incidental damage or destruction caused by accidents or vandalism for which Tenant is responsible under Paragraph 10) in the amount of the full replacement value thereof, providing protection against those perils included within the classification of “all risks” “special form” 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 insurance cost is increased due to Tenant’s use of the Premises, Tenant agrees to pay to Landlord, in addition to its Proportionate Share of the deductibles, the full cost of such increase within five (5) days of receipt of the related invoice. Tenant shall have no interest in or any right to the proceeds of any insurance procured by Landlord for the Premises. BUILDING: Potrero 1 PROPERTY: 01-0034 UNIT: 1 LEASE ID: 0034-RUCK01-01 In addition and notwithstanding anything to the contrary in this Paragraph 17, each party to this Lease hereby waives all rights of recovery against the other party or its officer, employees, agents and representatives for loss or damage to its property or the property of others under its control, arising from any cause insured against under the fire and extended “special form” property coverage (excluding, however, any loss resulting from Hazardous Material contamination of the Property) required to be carried at all times, at no expense to any Additional Insured, with Approved Insurers insurance covering physical damage maintained by the terms of this Lease to the Pledged Spare Parts providing for the extent full reimbursement of the actual expenditure incurred in repairing or replacing any damaged or destroyed Pledged Spare Part orloss/claim is received by the insured party. Each party required to carry property insurance hereunder shall cause the policy evidencing such insurance to include a provision permitting such release of liability (“waiver of subrogation endorsement”); provided, however, that if the insurance policy of either releasing party prohibits such waiver, then this waiver shall not repaired or replacedtake effect until consent to such waiver is obtained. If such waiver is so prohibited, for the payment insured party affected shall promptly notify the other party thereof. In the event the waivers are issued to the parties and are not valid under current policies and/or subsequent insurance policies, the non-complying party will provide, to the other party, thirty (30) days’ advance notification 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% cancellation of the outstanding Accreted Principal (subrogation waiver, in which case neither party will provide such subrogation waiver thereafter and this paragraph will be null and void. Notwithstanding anything to the “Debt Balance”) paid under such policies as a result contrary herein, the foregoing waiver of subrogation shall not include any loss resulting from Hazardous Material contamination 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 Property 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 Agentcoverage relating thereto.

Property Insurance. The Company will carry Wildcat shall keep the improvements now existing or cause to be carried hereafter erected on the Property insured against loss by fire or hazards included within the term “extended coverage” in an amount at all times, at no expense to any Additional Insured, with Approved Insurers insurance covering physical damage least equal to the Pledged Spare Parts providing for lesser of (1) the reimbursement insurable value of the actual expenditure incurred in repairing Property or replacing (2) an amount sufficient to pay the sums secured by this Deed of Trust as well as any damaged or destroyed Pledged Spare Part or, if not repaired or replaced, for prior encumbrances on the payment Property. All of the amount it would cost foregoing shall be known as “Property Insurance.” The insurance carrier providing the insurance shall be qualified to repair or replace such Pledged Spare Part, on write Property Insurance in Colorado and shall be chosen by Wildcat. All insurance policies and renewals thereof shall include a standard mortgage clause in favor of Lender. In the date event of loss, with proper deduction for obsolescence Wildcat shall give prompt notice to the insurance carrier and physical depreciationLender. The Collateral Agent Lender may make proof of loss if not made promptly by Wildcat. Insurance proceeds shall be named as a loss payee as its interests may appearapplied to restoration or repair of the Property damaged, provided such restoration or repair is economically feasible and the security of this Deed of Trust is not thereby impaired. Any policies If such restoration or repair is not economically feasible or if the security of this Deed of Trust would be impaired, the insurance carried proceeds shall be applied to the sums secured by this Deed of Trust, with the excess, if any, paid to Wildcat. If the Property is abandoned by Wildcat, or if Wildcat fails to respond to Lender within 30 days from the date notice is given in accordance with this Annex B covering paragraph 16 (Notice) by Lender to Wildcat that the Pledged Spare Parts insurance carrier offers to settle a claim for insurance benefits, Lender is authorized to collect and any policies taken out in substitution apply the insurance proceeds, at Lender's option, either to restoration or replacement for any such policies shall provide that (A) all insurance proceeds up to 110% repair of the outstanding Accreted Principal (Property or to the “Debt Balance”) paid under sums secured by this Deed of Trust. Any such policies as a result application of proceeds to principal shall not extend or postpone the due date of the occurrence payment referred to in paragraph 4 (Payment 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 Principal and Interest) or change the amount of such proceeds payment. Notwithstanding anything herein to the Company contrary, if under paragraph 18 (Acceleration; Foreclosure; Other Remedies) the Property is acquired by Lender, all right, title and interest of Wildcat in and to any insurance policies and in and to the proceeds thereof resulting from damage to the Property prior to the sale or its order acquisition shall pass to Lender to the extent required under Section 3.06(d) of the sums secured by this Deed of Trust immediately prior to such sale or acquisition. All of the rights of Wildcat and (B) the entire amount of any insurance proceeds not involving an Event of Loss Lender hereunder with respect to any Pledged Spare Parts or involving proceeds of the Threshold Amount or less insurance carriers, insurance policies and the amount of insurance proceeds in excess of the Debt Balance shall be paid are subject 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 rights of any proceeds holder of any loss a prior deed of trust with respect to the Pledged Spare Parts shall be paid to the Collateral Agentsaid insurance carriers, policies and proceeds.

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. 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 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 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 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. 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 Building, and objects owned by Landlord and normally covered under a "Boiler and Machinery" policy (as such term is used in the insurance 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 by 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 Project Costs, 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, to 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 and expense, (i) an "all risk" or "special causes 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 the full replacement cost covering Tenant's Personal Property and any Alterations made by or at the request of Tenant, with Landlord insured as its interest may appear, and (ii) an "all risk" or "special causes of action" policy of business interruption and/or loss of income insurance covering a period of two (2) years, plus such proceeds additional period of time, if any, as will permit Tenant to be in a position to have the Company or its order same revenues as were in effect the day before a loss giving rise to a claim under such insurance occurs, with loss payable to Landlord to the extent required under Section 3.06(d) of Monthly Rent 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 Additional Rent only. Tenant may self-insure on Sections i 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 Agentii referenced above.

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 Landlord shall purchase and keep in force, and as Additional Rent and in accordance with Paragraph 4.D of this Lease, Tenant shall pay to Landlord (or cause to be carried at all timesLandlord’s agent if so directed by Landlord) Tenant’s Proportionate Share (of the deductibles on insurance claims and the cost of, at no expense to any Additional Insured, with Approved Insurers policy or policies of insurance covering physical loss or damage to the Pledged Spare Parts Building and Complex (excluding routine maintenance and repairs and incidental damage or destruction caused by accidents or vandalism for which Tenant is responsible under Paragraph 11) in the amount of the full replacement value thereof, providing protection against those perils included within the classification of “all risks” “special form” 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 and any deductibles related thereto. If such 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 proceeds of any insurance procured by Landlord for the Complex. In addition and notwithstanding anything to the contrary in this Paragraph 17, each party to this Lease hereby waives all rights of recovery against the other party or its officer, employees, agents and representatives for loss or damage to its property or the property of others under its control, arising from any cause insured against under the fire and extended “special form” property coverage (excluding, however, any loss resulting from Hazardous Material contamination of the Property) required to be maintained by the terms of this Lease to the extent full reimbursement of the actual expenditure incurred in repairing or replacing any damaged or destroyed Pledged Spare Part orloss/claim is received by the insured party. Each party required to carry property insurance hereunder shall cause the policy evidencing such insurance to include a provision permitting such release of liability (“waiver of subrogation endorsement”); provided, however, that if the insurance policy of either releasing party prohibits such waiver, then this waiver shall not repaired or replacedtake effect until consent to such waiver is obtained. If such waiver is so prohibited, for the payment insured party affected shall promptly notify the other party thereof. In the event the waivers are issued to the parties and are not valid under current policies and/or subsequent insurance policies, the non-complying party will provide, to the other party, thirty (30) days’ advance notification of the amount it would cost to repair or replace cancellation of the subrogation waiver, in which case neither party will provide such Pledged Spare Part, on the date of loss, with proper deduction for obsolescence subrogation waiver thereafter and physical depreciationthis paragraph will be null and void. The Collateral Agent foregoing waiver of subrogation shall be named as a not include any 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% resulting from Hazardous Material contamination 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 Property 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 coverage relating thereto. 12 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 991719 v2/SF BUILDING: Marriott 12 PROPERTY: 01-0112 UNIT: 2 LEASE ID: 0112-BECE01-01

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 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 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 Borrower and reasonably acceptable to Agent. At or prior to Closing, Borrower shall furnish 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 Agent required below), or such other evidence of insurance as Agent may require. Borrower shall furnish Agent with a copy of such policy within thirty (30) days after Closing. In the event Borrower fails to procure or cause to be carried at procured any such insurance or to timely pay or cause to be paid the premium(s) on any such insurance, Agent (on behalf of Lenders) may do so for Borrower, but Borrower shall continue to be liable for the same. The policies of all timescasualty insurance shall contain standard Lender's Loss Payable Clauses issued in favor of Agent (on behalf of Lenders) indicating that Agent is sole Lender Loss Payee, at no expense under which all losses thereunder shall be paid to any Additional Insured, with Approved Insurers Agent (on behalf of Lenders) as Agent's interest may appear provided that Agent will release insurance covering physical damage proceeds to Borrower for repair or replacement provided that Borrower demonstrates to the Pledged Spare Parts providing for satisfaction of Agent that (i) the reimbursement business interruption resulting from the casualty will not have a 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 canceled without thirty (30) days prior written notice to Agent and shall insure Lenders notwithstanding the act or neglect 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 depreciationBorrower. The Collateral Borrower hereby appoints Agent shall be named as a loss payee as its interests attorney-in-fact, exercisable at Agent's option (without any obligation to do so), to endorse any check which may appear. Any policies be payable to Borrower, and to file proofs 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 loss with respect to any Pledged Spare Part involving insurance claims, in order to collect the proceeds in excess of the Threshold Amount will be paid such insurance and any amount or amounts collected by Agent pursuant to the Collateral provisions of this paragraph may be applied by Agent to the Obligations. Borrower further covenants that all insurance premiums due and owing under their current casualty policies have been paid. Borrower also agrees to notify Agent, it being agreed that the Collateral Agent shall pay the amount promptly, upon any receipt of such proceeds to the Company a notice of termination, cancellation, or non-renewal from its order to the extent required under Section 3.06(d) and (B) the entire amount insurance company 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 policy.

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 Sublessor at its expense, subject to reimbursement as provided in Article VII, shall obtain and keep in force during the Term, a policy or cause to be carried at all timespolicies of insurance, at no expense to any Additional Insured, with Approved Insurers insurance covering physical loss or damage to the Pledged Spare Parts providing for Premises and the reimbursement Building, and objects owned by Sublessor 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 and or replacing any damaged the Master Lease. Such insurance shall cover against all perils included within the classification of fire, extended coverage, vandalism, malicious mischief, special extended perils ("all risk" 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 "special form causes of loss," as such terms are used in the insurance industry), including, at Sublessor's option, collapse, earthquake and flood and other perils as required by the Mortgagees or deemed necessary by Sublessor. In addition, Sublessor shall obtain coverage for perils normally covered under a "Boiler and Machinery" policy as such terms are used in the insurance industry. A stipulated value or agreed amount endorsement deleting any coinsurance provision of said policy or 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 Building Costs. 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 Sublessor or, at Sublessor's election to the Mortgagees. Sublessee shall pay for any increase in the property insurance proceeds up to 110% of the outstanding Accreted Principal (the “Debt Balance”) paid under Building if Sublessor provides reasonable evidence that such policies as a result increase is caused by Sublessee's acts, omissions, or particular use or occupancy of the occurrence of an Event of Loss with respect to any Pledged Spare Part involving proceeds Premises (other than the permitted purposes stated in excess Item 12 of the Threshold Amount will be paid to Basic Sublease Provisions). Sublessee shall obtain and keep in force during the Collateral AgentTerm. at its sole cost and expense, it being agreed that the Collateral Agent shall pay (i) an "all risk" or "special causes of action" property policy in the amount of such proceeds to the Company full replacement cost covering Sublessee's Improvements, Sublessee's Special Systems, and any Alterations made by or at the request of Sublessee, with Sublessor insured as its order to the extent required under Section 3.06(d) interest may appear, and (Bii) an "all risk" or "Special Form - Cause of Loss" policy of business interruption and/or loss of income insurance covering a period of one (1) year, plus such additional period of time, if any, as will permit Sublessee 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 occurs; provided, however, Sublessor shall not involving an Event of Loss with respect be entitled 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 Agenttherefrom other than Rent.