on Landlord's behalf, other than Passive Negligence,
or at Landlord's request (including Landlord's contractors, consultants, agents,
employees and officers), on or at the Premises or (b) any work or things done on
the Premises by Landlord or by anyone acting on Landlord's behalf or at
Landlord's request (including Landlord's contractors, consultants, agents,
employees and officers), in connection with the Premises and any work to be done
on the Premises by Landlord.
(c)
The foregoing indemnities are in addition
to those provided for in Section 3.3 and 3.4 of this Lease.
7.2
Insurance.
Tenant agrees, as additional
rent:
(A)
TENANT SHALL PROCURE AND MAINTAIN DURING
THE TERM OF THIS LEASE A POLICY OR POLICIES OF COMPREHENSIVE PUBLIC LIABILITY
AND PROPERTY DAMAGE INSURANCE IN A GOOD AND SOLVENT INSURANCE COMPANY OR
COMPANIES FOR THE BENEFIT OF TENANT, LANDLORD AND LANDLORD'S LENDER AND OTHER
PARTIES WITH AN INSURABLE INTEREST THAT MAY BE DESIGNATED BY LANDLORD OR TENANT
AND UNDER AND BY THE TERMS OF WHICH LANDLORD AND SUCH OTHER DESIGNATED PARTIES
ARE PROTECTED FROM AND INSURED AGAINST LIABILITY ARISING OUT OF OR IN CONNECTION
WITH THE USE OF OR OPERATIONS ON OR FROM THE PREMISES, THE BUILDING OR OTHER
IMPROVEMENTS OR ON, IN OR ABOUT ADJOINING SIDEWALKS AND PASSAGEWAYS DURING THE
TERM HEREOF.
THE LIMITS OF LIABILITY ON ANY POLICY OF PUBLIC LIABILITY
INSURANCE SHALL NOT BE LESS THAN FIVE MILLION DOLLARS ($5,000,000.00) COMBINED
SINGLE LIMIT PER OCCURRENCE AND IN THE AGGREGATE.
SUCH POLICY SHALL BE WRITTEN
AS A PRIMARY POLICY AND NOT CONTRIBUTORY WITH OR IN EXCESS OF ANY POLICY WHICH
LANDLORD AND THE OTHER INSUREDS MAY CARRY AND SHALL COVER AND INSURE LANDLORD,
ITS SHAREHOLDERS, DIRECTORS, OFFICERS, PARTNERS AND MEMBERS, AND LANDLORD'S
LENDER AND ANY OTHER PARTY DESIGNATED BY LANDLORD, AS ADDITIONAL INSUREDS.
SAID
INSURANCE SHALL BE WRITTEN ON AN OCCURRENCE BASIS.
NOTHING CONTAINED HEREIN
SHALL PROHIBIT TENANT FROM PROVIDING THE INITIAL ONE MILLION DOLLARS
($1,000,000.00) IN COVERAGE BY WAY OF PRIMARY COVERAGE AND THE SECOND FOUR
MILLION DOLLARS ($4,000,000.00) IN COVERAGE BY WAY OF UMBRELLA COVERAGE.
ANY
UMBRELLA COVERAGE THAT IS PROVIDED UNDER A "BLANKET" POLICY MUST CONTAIN A
SPECIFIC ALLOCATION OF AT LEAST FOUR MILLION DOLLARS ($4,000,000.00) TO THE
PREMISES.
LANDLORD PERIODICALLY, BUT NOT MORE OFTEN THAN EVERY FIVE (5) YEARS,
SHALL HAVE THE RIGHT TO ADJUST SUCH MINIMUM POLICY LIMITS TO MAKE SAME
CORRESPOND WITH THAT WHICH LANDLORD REASONABLY DETERMINES IS THEN COMMERCIALLY
REASONABLE FOR THE GEOGRAPHIC AREA CONTAINING THE PREMISES.
IN THE EVENT THAT
LANDLORD REQUESTS AN INCREASE IN THE POLICY LIMITS BASED UPON WHAT IT BELIEVES
IS COMMERCIALLY REASONABLE AND TENANT DISPUTES SUCH REQUEST, SUCH MATTER SHALL
BE DETERMINED BY ARBITRATION IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA
PURSUANT TO THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION.
(B)
TENANT SHALL PROCURE AND MAINTAIN THROUGHOUT
THE TERM OF THIS LEASE INSURANCE UPON THE BUILDING AND OTHER IMPROVEMENTS,
INCLUDING THE VALUE OF ALL ADDITIONS, ALTERATIONS, REPLACEMENTS AND REPAIRS
THERETO, BY WHOMEVER MADE, AS WELL AS THE MACHINERY, EQUIPMENT AND THEIR SYSTEMS
FORMING A PART THEREOF, AGAINST