OF MAY 21, 2003.
IN ADDITION,
MANAGER AGREES TO PROVIDE SUCH INFORMATION, REPORTS, AUDITS, CERTIFICATES, AND
QUESTIONNAIRES AS MAY BE REASONABLY REQUESTED BY OWNER IN CONNECTION WITH
QUALIFICATION AS A REIT AND IN CONNECTION WITH ANY AND ALL FILINGS BY THE REIT
WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") RELATING IN WHOLE OR IN PART
TO THE PROPERTY.
Article 3.
Insurance and Claims
3.1
OWNER'S INSURANCE AND RIGHTS.
MANAGER, AS AN OPERATING EXPENSE OF
THE PROPERTY PAYABLE FROM THE OPERATING ACCOUNT, WILL OBTAIN AND KEEP IN FORCE
ADEQUATE PROPERTY AND COMMERCIAL LIABILITY INSURANCE COVERING OWNER AS PRIMARY
INSURED AND, WITH RESPECT TO LIABILITY INSURANCE, MANAGER AS ADDITIONAL INSURED,
AND OTHERWISE IN ACCORDANCE WITH ANY LOAN DOCUMENTS RELATED TO ANY FINANCING TO
WHICH OWNER OR THE PROPERTY IS SUBJECT.
MANAGER SHALL PROVIDE OWNER WITH COPIES
OF POLICIES OR CERTIFICATES OF INSURANCE RELATING TO THE PROPERTY.
SUCH
INSURANCE MAY BE BLANKETED WITH OTHER INSURANCE CARRIED BY MANAGER OR ANY
AFFILIATE OF MANAGER, IN WHICH CASE A PRO RATA SHARE OF THE PREMIUMS WILL BE
CHARGEABLE TO THE PROPERTY AS AN OPERATING EXPENSE.
MANAGER OR MANAGER'S
INSURER WILL HAVE THE EXCLUSIVE RIGHT (CHARGEABLE, AT OWNER'S OPTION, AS AN
OPERATING EXPENSE OF THE PROPERTY) TO CONDUCT THE DEFENSE OF ANY CLAIM, DEMAND
OR SUIT ARISING OUT OF THE OWNERSHIP, OPERATION OR MANAGEMENT OF THE PROPERTY.
NOTHING HEREIN WILL BE CONSTRUED AS INDEMNIFYING MANAGER OR ITS EMPLOYEES,
CONTRACTORS OR AGENTS AGAINST ANY ACT OR OMISSION FOR WHICH INSURANCE PROTECTION
IS NOT AVAILABLE OR IS NOT REQUIRED HEREUNDER TO BE CARRIED BY OWNER AND
PROCURED BY MANAGER; NEITHER IS THE FOREGOING INTENDED TO AFFECT THE GENERAL
REQUIREMENT OF THIS AGREEMENT THAT THE PROPERTY WILL BE MANAGED, OPERATED AND
MAINTAINED IN A SAFE CONDITION AND IN A PROPER AND CAREFUL MANNER.
OWNER WILL
FURNISH WHATEVER INFORMATION IS REASONABLY REQUESTED BY MANAGER FOR THE PURPOSE
OF PLACEMENT OF INSURANCE COVERAGES AND WILL AID AND COOPERATE IN EVERY
REASONABLE WAY WITH RESPECT TO SUCH INSURANCE AND ANY CLAIM OR LOSS THEREUNDER.
OWNER WILL COOPERATE WITH MANAGER AND MANAGER'S INSURANCE CARRIER ON LOSS
CONTROL INSPECTIONS, RESPONDING TO RECOMMENDATIONS AND OTHER SAFETY ISSUES.
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3.2
MANAGER'S INSURANCE.
MANAGER WILL MAINTAIN (AS AN OPERATING
EXPENSE OF THE PROPERTY WITH RESPECT TO ON-SITE EMPLOYEES ONLY) WORKERS'
COMPENSATION AND SIMILAR INSURANCE AS REQUIRED BY LAW.
MANAGER MAY MAINTAIN, AT
MANAGER'S EXPENSE, COMMERCIAL GENERAL LIABILITY INSURANCE.
MANAGER WILL
MAINTAIN THE FOLLOWING INSURANCE AT ITS OWN EXPENSE (NOT CHARGEABLE TO THE
PROPERTY):
(A)
EMPLOYER'S LIABILITY - $500,000 EACH ACCIDENT; $500,000 DISEASE -
POLICY LIMIT; $500,000 DISEASE - EACH EMPLOYEE.
(B)
AUTOMOBILE LIABILITY - AS TO ANY VEHICLE OWNED, NON-OWNED OR HIRED
BY MANAGER, $1,000,000 COVERING LOSSES DUE TO THE INSURER'S LIABILITY FOR BODILY
INJURY OR PROPERTY DAMAGE.
(C)
MEDICAL EXPENSES - $5,000 PER PERSON PER ACCIDENT.
(D)
UNINSURED/UNDERINSURED MOTORISTS' COVERAGE FOR ANY OWNED CAR -
$1,000,000.
(E)
COMPREHENSIVE CRIME (INCLUDING EMPLOYEE DISHONESTY) INSURANCE WITH
LIMITS AND TERMS ACCEPTABLE TO OWNER OR A FIDELITY BOND ACCEPTABLE TO OWNER.
(F)
EXCESS LIABILITY COVERAGE - $5,000,000.
The minimum