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as is sufficient and necessary for the purpose, and on failure of Lessee so to do, the security originally
<br />deposited shall be applied to the payment, removal, and discharge of the Tax and the interest and
<br />penalties in connection with the Tax and the charges and costs accruing in such legal proceedings and
<br />the balance, if any, shall be paid to Lessee provided that there is then no uncured default under this
<br />Lease. In the event that such security shall be msufficient for this purpose, Lessee shall forthwith pay
<br />over to Lessor or to any such Permitted Leasehold Mortgagee an amount sufficient, together with the
<br />security originally deposited, to pay the same. Lessee shall not be entitled to interest on any money
<br />deposited pursuant to this section.
<br />6.7 Any contest as to the validity or amount of any Tax, or assessed valuation on which
<br />such Tax was computed or based, whether before or after payment, may be made by Lessee in the name
<br />of Lessor or of Lessee, or both, as Lessee shall determine, and Lessor agrees that it will, at Lessee's
<br />expense, cooperate with Lessee in any such contest to such extent as Lessee may reasonably request, it
<br />being understood, however, that Lessor shall not be subject to any liability for the payment of any costs
<br />or expenses in connection with any proceeding brought by Lessee, and Lessee covenants to indemnify
<br />and save Lessor harmless from any such costs or expenses. Lessee shall be entitled to any refund of
<br />any such Tax and penalties or interest that have been paid by Lessee or by Lessor and reimbursed to
<br />Lessor by Lessee.
<br />Section 7.Insurance
<br />7.1 Lessee, at Lessee's sole cost and expense, shall maintain, for the mutual benefit of
<br />Lessee, Lessor, and any Permitted Leasehold Mortgagee, property insurance covering loss or damage by
<br />fire, and other risks as may be embraced within all-risk insurance insuring the full replacement cost
<br />(excluding foundation and excavation cost) of the Improvements. If all-risk insurance becomes
<br />unavailable, then Lessee shall insure the Improvements with such coverage as is customary from time to
<br />time for comparable first-class buildings in the Salem, Oregon metropolitan area. The amount of such
<br />insurance policy shall be increased from time to time as the full replacement cost of the Improvements
<br />increases. Any dispute regarding insurance matters shall be arbitrated by the parties.
<br />In the event of any casualty damage to the Improvements, Lessor may make proof of loss if
<br />~ Lessee fails to do so within 15 days of the casualty and after 10 days' written notice from Lessor of its
<br />intent to do so. If the insurance proceeds (the "Proceeds") of any insurance on the Improvements equal
<br />more than 10% of the replacement cost of the Improvements, then all Proceeds shall be paid to the First
<br />Leasehold Mortgagee, if any, and if none then to a bank trust department (the "Trustee") as trustee for
<br />the parties and any Permitted Leasehold Mortgagees. The Trustee shall be selected by Lessee and
<br />approved by Lessor, which approval shall not be unreasonably withheld or delayed. If the Proceeds are
<br />less than such amount, then the Proceeds shall be delivered to Lessee. Unless the casualty occurs within
<br />five yeazs of the expiration of the Term and Lessor elects to ternunate this Lease, Lessee shall promptly
<br />repair or replace the damaged and destroyed Improvements in substantially the form on the date of the
<br />casualty or in a manner reasonably satisfactory to Lessor. The Trustee shall pay or reimburse Lessee
<br />from the Proceeds for the cost of repair, restoration, or replacement on satisfactory proof of
<br />expenditure by Lessee, satisfactory evidence of sufficient progress on the work, and sarisfactory
<br />evidence of sufficient funds available to complete restoration. The Trustee shall not be liable to the
<br />parties except in the event of gross negligence or fraud. The Trustee shall be entitled to deduct a
<br />customary and reasonable charge for its services. Any proceeds not used for the repair, restoration, or
<br />replacement of the Improvements shall be distributed on the same basis as any condemnation proceeds
<br />pursuant to the provisions of Section 16.2 below. If the damage occurs within five years of the
<br />expiration of the Term of this Lease, then Lessor shall have the option of terminating this Lease and
<br />retaining all the Proceeds in excess of the amount required to pay the remaining balance, if any, on any
<br />Permitted Leasehold Mortgages. Any dispute regarding the distnbution of Proceeds shall be arbitrated.
<br />7,2 Lessee, at its expense, shall maintain at all times during the Term of this Lease
<br />commercial general liability insurance in respect of the Premises and the conduct or operation of its
<br />business, with Lessor as additional insured, with $3,000,000.00 minimum combined single-limit
<br />coverage, or its equivalent. Such policies shall contain such endorsements as are reasonably requested
<br />by Lessor and the exclusions shall be limited to those approved by Lessor, such approval not to be
<br />unreasonably withheld. Lessee shall deliver to Lessor and any additional named insured such fully paid-
<br />Ground Lease Courthouse Square
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