INDEMNIFIED PARTY AND ANY OTHER INDEMNIFIED PARTY, EACH OF THE
INDEMNIFIED PARTIES MAY RETAIN ITS OWN COUNSEL TO DEFEND OR ASSIST IN DEFENDING
ANY CLAIM, ACTION OR PROCEEDING, AND TENANT SHALL PAY THE REASONABLE FEES AND
DISBURSEMENTS OF SUCH COUNSEL.
TENANT'S OBLIGATIONS UNDER THIS SECTION SHALL
SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS LEASE.
EACH OF THE
INDEMNIFIED PARTIES IS AN INTENDED THIRD-PARTY BENEFICIARY OF THIS SECTION 14.1
AND SHALL BE ENTITLED TO ENFORCE THE PROVISIONS HEREOF.
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14.2
INSURANCE.
TENANT SHALL PROCURE AT ITS SOLE COST AND EXPENSE AND
KEEP IN EFFECT DURING THE TERM:
(A)
COMMERCIAL GENERAL LIABILITY INSURANCE COVERING TENANT'S
OPERATIONS IN THE PREMISES AND THE USE AND OCCUPANCY OF THE PREMISES.
SUCH
INSURANCE SHALL INCLUDE CONTRACTUAL LIABILITY. SUCH COVERAGE SHALL BE WRITTEN ON
AN "OCCURRENCE" FORM AND SHALL HAVE A MINIMUM COMBINED SINGLE LIMIT OF LIABILITY
OF NOT LESS THAN TEN MILLION DOLLARS ($10,000,000).
TENANT'S POLICY SHALL BE
WRITTEN TO APPLY TO ALL BODILY INJURY, PROPERTY DAMAGE AND PERSONAL INJURY AND
PROVIDE FOR COVERAGE OF OWNED AND NON-OWNED AUTOMOBILE LIABILITY, IF
APPLICABLE.
SUCH INSURANCE SHALL NAME LANDLORD AND INDEMNIFIED PARTIES AS AN
ADDITIONAL INSURED, AND SHALL PROVIDE THAT LANDLORD WILL RECEIVE THIRTY (30)
DAYS' WRITTEN NOTICE FROM THE INSURER PRIOR TO ANY CANCELLATION AND SHALL
PROVIDE THAT IT IS PRIMARY INSURANCE;
(B)
"ALL RISK" COMMERCIAL PROPERTY INSURANCE WITH RESPECT TO TENANT'S
PROPERTY, INCLUDING FURNITURE, FITTINGS, INSTALLATIONS, ALTERATIONS, ADDITIONS,
PARTITIONS AND FIXTURES OR ANYTHING IN THE NATURE OF A LEASEHOLD IMPROVEMENT
MADE OR INSTALLED BY OR ON BEHALF OF THE TENANT IN AN AMOUNT OF NOT LESS THAN
ONE HUNDRED PERCENT (100%) OF THE FULL REPLACEMENT COST THEREOF AS SHALL FROM
TIME TO TIME BE DETERMINED BY TENANT IN FORM SATISFACTORY TO LANDLORD;
(C)
WORKER'S COMPENSATION INSURANCE IN THE AMOUNTS AND COVERAGES
REQUIRED UNDER WORKER'S COMPENSATION LAWS APPLICABLE TO TENANT AND/OR THE
PREMISES FROM TIME TO TIME, AND EMPLOYER'S LIABILITY INSURANCE, WITH LIMITS OF
NOT LESS THAN ONE MILLION DOLLARS ($1,000,000) SUCH HIGHER AMOUNTS AS MAY BE
REQUIRED BY LAW; AND
(D)
ANY OTHER FORM OR FORMS OF INSURANCE AS LANDLORD MAY REASONABLY
REQUIRE FROM TIME TO TIME (OTHER THAN INSURANCE THAT LANDLORD IS REQUIRED TO
MAINTAIN) IN AMOUNTS AND FOR INSURABLE RISKS (ON COMMERCIALLY REASONABLE TERMS)
AGAINST WHICH A PRUDENT TENANT WOULD PROTECT ITSELF TO THE EXTENT LANDLORDS OF
COMPARABLE BUILDINGS IN THE VICINITY OF THE BUILDING REQUIRE THEIR TENANTS TO
CARRY SUCH OTHER FORM(S) OF INSURANCE.
14.3
POLICIES.
ALL POLICIES OF INSURANCE PROVIDED FOR HEREIN SHALL BE
ISSUED BY INSURANCE COMPANIES WITH GENERAL POLICYHOLDERS' RATING OF NOT LESS
THAN A, AS RATED IN THE MOST CURRENT AVAILABLE "BEST'S INSURANCE REPORTS," AND
NOT PROHIBITED FROM DOING BUSINESS IN THE STATE OF CALIFORNIA.
CERTIFICATES OF
INSURANCE SHALL BE DELIVERED TO LANDLORD PRIOR TO THE DELIVERY OF POSSESSION OF
THE PREMISES TO TENANT AND THEREAFTER PRIOR TO THE EXPIRATION OF THE TERM OF
EACH SUCH POLICY.
ALL SUCH POLICIES OF INSURANCE SHALL PROVIDE THAT THE COMPANY
WRITING SAID POLICY WILL GIVE TO LANDLORD THIRTY (30) DAYS