|
damage (including, without limitation, the perils of flood and earthquake), including coverage for any additional costs resulting from
<br />debris removal and reasonable amounts of coverage for the enforcement of any ordinance or law regulating the reconstruction or
<br />replacement of any undamaged sections of the Building required to be demolished or removed by reason of the enforcement of any
<br />building, zoning, safety or land use laws as the result of a covered cause of loss. Said policy or policies shall also contain an agreed
<br />valuation provision in lieu of any coinsurance clause, waiver of subrogation, and inflation guard protection causing an increase in
<br />the annual property insurance coverage amount by a factor of not less than the adjusted U.S. Department of Labor Consumer Price
<br />Index for All Urban Consumers (All Items) for the city nearest to where the Premises are located. If such insurance coverage has
<br />a deductible clause, the deductible shall not exceed commercially reasonable amounts, and in the event of any casualty, the amount
<br />of such deductible shall be an item of Operating Expenses.
<br />(b) Rental Value. Landlord shall, in addition, obtain and keep in force during the Term of this Lease, as an
<br />item of Opornting Fxpensea, n policy or Volicins br the nnmo of Landlord, with loss payable to landlord and Lnndar(sl, Insuring the
<br />loss of the full rental and other charges payable to Landlord by Tenant under this Lease and by other occupants of the Building under
<br />their respective leases for one (1) year (including all real estate taxes, insurance costs, and any scheduled rental increases). Said
<br />insurance shall provide that in the event any applicable lease is terminated by reason of an insured loss, the period of indemnity for
<br />such coverage shall be extended beyond the date of the completion of repairs or replacement of the Building, to provide for one full
<br />year's loss of rental revenues from the date of any such loss. Said insurance shall contain an agreed valuation provision in lieu of
<br />any coinsurance clause, and the amount of coverage shall be adjusted annually to reflect the projected rental income, property taxes,
<br />insurance premium costs and other expenses, if any, otherwise payable to Landlord, for the next twelve (1 2) month period. Any
<br />deductible amount in the event of such loss shall be an item of Operating Expenses.
<br />(c) Adjacent Premises. Notwithstanding anything to the contrary contained herein, to the extent the cost of
<br />maintaining insurance with respect to the Building and/or any other buildings within the Project is increased as a result of Tenant's
<br />acts, omissions, use or occupancy of the. Premises, Tenant shall pay for such increase.
<br />8.4 Tenant's Property Insurance. Subject to the requirements of Paragraph 8.5, Tenant at its cost shall either by
<br />separate policy or, at Landlord's option, by endorsement to a policy already carried, maintain insurance coverage on all personal
<br />property, Tenant Owned Alterations and Utility Installations in, on, or about the Premises similar in coverage to that carried by the
<br />Landlord under Paragraph 8.3(a). Such insurance shall be full replacement cost coverage with a deductible of not to exceed
<br />commercially reasonable amounts. The proceeds from any such insurance shall be used by Tenant for the replacement of personal
<br />property or the restoration of Tenant Owned Alterations and Utility Installations. Tenant shall be the Insuring Party with respect
<br />to the insurance required by this Paragraph 8 4 and shall provide Landlord with written evidence that such insurance is in force.
<br />8.5 Insurance Policies. Insurance required hereunder shall be in companies duly licensed to transact business in the
<br />state where the Premises are located, and maintaining during the policy term a "General Policyholders Rating" of at least B+, X,
<br />or such other rating as may be required by a Lender having a lien on the Premises, as set forth in the most current issue of "Best's
<br />Insurance Guide." Tenant shall not do or permit to be done anything which shall invalidate the insurance policies referred to in this
<br />Paragraph B. Tenant shall cause to be delivered to Landlord certified copies of policies of such insurance or certificates evidencing
<br />the existence and amounts of insurance required to be maintained by Tenant pursuant to this Article 8 with the insureds and loss
<br />payable clauses as required by this Lease. No such policy maintained by Tenant shall be cancelable or subject to modification except
<br />after thirty (30) days prior written notice to Landlord. Tenant shall at least thirty (30) days prior to the expiration of such policies,
<br />furnish Landlord with evidence of renewals or "insurance binders" evidencing renewal thereof, or Landlord may order such insurance
<br />and charge the cost thereof to Tenant, which amount shall be payable by Tenant to Landlord upon demand. If Tenant shall fail to
<br />procure and maintain the insurance required to be carried by Tenant under this Paragraph 8, Landlord may, but shall not be required
<br />to, procure and maintain the same, but at Tenant's expense.
<br />8.6 Waiver of Subrogation. Landlord and Tenant hereby mutually release each other from liability and waive all right
<br />of recovery against each other for any loss in or about the Premises, from perils insured against under the respective property
<br />damage insurance policies required to be carried hereunder, whether due to negligence or any other cause; provided that this
<br />Paragraph 8.6 shall be inapplicable if it would have the effect, but only to the extent it would have the effect, of invalidating any
<br />insurance coverage of Landlord or Tenant. If the waiver of subrogation pursuant hereto results in an additional premium charge to
<br />Landlord, Tenant agrees to promptly pay Landlord such additional charge upon receiving a written billing therefor. However, if such
<br />insurance policies cannot be obtained with a waiver of subrogation, the parties are relieved of the obligation to obtain such a waiver
<br />hereunder.
<br />8.7 Indemnity. Tenant shall indemnify, protect, defend and hold harmless the Premises, Building, Project, Landlord and
<br />its agents and representatives, AMB Institutional Realty Advisors, Inc., Landlord's master or ground landlord, partners and Lenders,
<br />from and against any and all claims, loss of rents and/or damages, costs, liens, judgments, penalties, permits, attorneys' and con-
<br />sultants' fees, expenses and/or liabilities arising out of, involving, or in dealing with, the occupancy of the Premises by Tenant, the
<br />conduct of Tenant's business, any act, omission or neglect of Tenant, its agents, contractors, employees or invitees, and out of any
<br />Default or Breach by Tenant in the performance in a timely manner of any obligation on Tenant's part to be performed under this
<br />Lease. The foregoing shall include, but not be limited to, the defense or pursuit of any claim or any action or proceeding involved
<br />therein, and whether or not (in the case of claims made against Landlord) litigated and/or reduced to judgment, and whether well
<br />founded or not. In case any action or proceeding be brought against Landlord by reason of any of the foregoing matters, Tenant
<br />upon notice from Landlord shall defend the same at Tenant's expense by counsel reasonably satisfactory to Landlord and Landlord
<br />shall cooperate with Tenant in such defense. Landlord need not have first paid any such claim in order to be so indemnified. Tenant,
<br />as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in, upon or
<br />about the Premises and Common Areas arising from any cause and Tenant hereby waives all claims in respect thereof against
<br />Landlord, except to the extent resulting from the acts of gross negligence or willful misconduct by the Landlord or the Landlord's
<br />employees or agents, and not covered by the policies of insurance required to be maintained by Tenant pursuant to this Lease.
<br />8.8 Exemption of Landlord from Liability. Landlord shall not be liable for injury or damage to the person or goods,
<br />wares, merchandise or other property of Tenant, Tenant's employees, contractors, invitees, customers, or any other person in or
<br />about the Premises or Project, whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain,
<br />or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing, air conditioning
<br />or lighting fixtures, or from any other cause, except to the extent resulting from the acts of gross negligence or willful misconduct
<br />by the Landlord or the Landlord's employees or agents, and not covered by the policies of insurance required to be maintained by
<br />Tenant pursuant to this Lease, whether the said injury or damage results from conditions arising upon the Promises, Building or
<br />Project, or from other sources or places, and regardless of whether the cause of such damage or injury or the means of repairing
<br />the same is accessible or not. Landlord shall not be liable for any damages arising from any act or neglect of any other tenant of
<br />Landlord. Notwithstanding Landlord's negligence or breach of this Lease, Landlord shall under no circumstances be liable for injury
<br />to Tenant's business or for any loss of income or profit therefrom.
<br />Damage or Destruction.
<br />9.1 Insured Casualty. If the Premises is partially or totally destroyed by fire or any other peril covered by insurance
<br />maintained pursuant to Paragraph 8.3, except as otherwise provided in this Paragraph 9, Landlord shall, within 180 days after the
<br />91bUS10 CYSLV=R.M! Page 6
<br />
|