Fiduciary liability

Tenant’s Agents/Contractors. In the case of Tenant’s contractors, subcontractors, and any vendors/consultants brought on to the property for any Alterations or other Tenant Improvements (collectively, for purposes of this Article 10, Tenant’s “Third Parties”), Tenant shall cause such Third Parties to obtain and maintain such insurance as is required under Sections 10.3.1, 10.3.4 and 10.3.5 herein, unless granted written approval from Landlord to waive such requirements. Such Third Parties’ coverage under Sections 10.3.1 and 10.3.4 shall include Tenant and the Additional Insureds each as additional insureds on a primary and non-contributory basis for both ongoing and completed operations. Additionally, the commercial general liability limit required to be carried by any contractor or subcontractors of Tenant shall be not less than the following: # general contractors – $5,000,000, # any subcontractors for work costing $250,000 or more – $2,000,000, and # any subcontractors for work costing less than $250,000 – $1,000,000. The foregoing limits may be satisfied by a combination of primary and/or excess policies.

Tenant’s Agents/Contractors. In the case of Tenant’s contractors, subcontractors, and any vendors/consultants brought on to the property for any Alterations or other Tenant Improvements (collectively, for purposes of this Article 10, Tenant’s “Third Parties”), Tenant shall cause such Third Parties to obtain and maintain such insurance as is required under [Sections 10.3.1, 10.3.4, and 10.3.5]5]5] herein, unless granted written approval from Landlord to waive such requirements. Such Third Parties’ coverage under [Sections 10.3.1 and 10.3.4]4] shall include Tenant and the Additional Insureds each as additional insureds on a primary and non-contributory basis for both ongoing and completed operations. Additionally, the commercial general liability limit required to be carried by any contractor or subcontractors of Tenant shall be not less than the following: # general contractors – $5,000,000, # any subcontractors for work costing $250,000 or more – $2,000,000, and # any subcontractors for work costing less than $250,000 – $1,000,000. The foregoing limits may be satisfied by a combination of primary and/or excess policies.

clauses and provisions: # a provision that such policy and the coverage evidenced thereby shall be primary and non-contributing with respect to any policies carried by Landlord and that any coverage carried by Landlord be excess insurance; # a waiver by the insurer of any right to subrogation against the indemnified parties which could arise by reason of any payment under such policy or by reason of any act or omission of any of the indemnified parties; # a severability of interest clause or endorsement; # a provision (in endorsement form if requested by Landlord) that the insurer or insured will not cancel or change the coverage provided by such policy without giving Landlord thirty (30) days' prior written notice.

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Corporation, and the managing underwriters advise the Corporation in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Corporation shall include in such registration # first, the securities the Corporation proposes to sell, # second, the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the Holders on the basis of the number of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein, and # third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.

UABRF Retains Primary Responsibility. Subject to the terms and conditions set forth in this Agreement, UABRF shall, from the Effective Date, continue to be primarily responsible for undertaking all Procurement Activities relating to the Licensed Patents. UABRF shall, subject to consultation with the Licensee, select such legal counsel as it in its sole discretion deems appropriate to assist it in this process.

as the primary commercial general liability insurance policies (including contractual liability) respecting the Common Areas and exterior of the Premises (which policies will be non-contributory at all levels [including, without limitation, basic and umbrella] with any insurance maintained by Tenant), the following commercial general liability insurance coverage and limits: # personal and bodily injury and damage to property of $1,000,000 per occurrence, with an annual aggregate limit of $2,000,000; and # an umbrella policy of $5,000,000 per occurrence, with an annual aggregate limit of $5,000,000 (together, subs. (a) and (b) may be referred to herein as “Landlord’s Liability Insurance”). Landlord may insure with coverages and amounts in excess of Landlord’s Liability Insurance, but any such excess coverages or amounts shall not be included in the charges to Tenant under Section 6.1 below.

Each policy of liability insurance required to be carried by Tenant pursuant to this paragraph or each policy of liability insurance actually carried by Tenant with respect to the Leased Premises or the Property: # shall, except with respect to insurance required by [subparagraphs (a)(ii) and (a)(viii)])] above, name Landlord, and such others as are designated by Landlord, as additional insureds; # shall, with respect to insurance required by [subparagraph (a)(ii)] above, name Landlord, and such others as are designated by Landlord, as loss payees; # shall be primary and non-contributory with the insurance of Landlord, # shall be carried with companies reasonably acceptable to Landlord with Best’s ratings of at least A and XI; # shall provide that such policy shall not be subject to cancellation except after at least thirty (30) days prior written notice to Tenant or subject to cancellation for non-payment of premium except after at least ten (10) days prior written notice to Tenant, and # shall contain a so-called “severability” or “cross liability” endorsement. Each policy of property insurance maintained by Tenant with respect to the Leased Premises or the Property or any property therein shall contain a waiver and/or a permission to waive by the insurer of any right of subrogation against Landlord, its partners, principals, members, managers, officers, employees, agents and contractors, which might arise by reason of any payment under such policy or by reason of any act or omission of Landlord, its partners, principals, Building 3

Tenant’s Agents/Contractors. In the case of Tenant’s contractors, subcontractors, and any vendors/consultants brought on to the property for any Alterations or other Tenant Improvements (collectively, for purposes of this Article 10, Tenant’s “Third Parties”), Tenant shall cause such Third Parties to obtain and maintain such insurance as is required under [Sections 10.3.1, 10.3.4, and 10.3.5]5] herein, unless granted written approval from Landlord to waive such requirements. Such Third Parties’ coverage under [Sections 10.3.1 and 10.3.4] shall include Tenant and the Additional Insureds each as additional insureds on a primary and non-contributory basis for both ongoing and completed operations. Additionally, the commercial general liability limit required to be carried by any contractor or subcontractors of Tenant shall be not less than the following: # general contractors – $5,000,000,

All policies required hereunder shall name the Servicer and its successors and assigns as a mortgagee and loss payee and shall be endorsed with non contributory standard or New York mortgagee clauses which shall provide for at least thirty (30) days prior written notice of any cancellation, reduction in amount or material change in coverage.