Common use of Insurance Indemnity Clause in Contracts

Insurance Indemnity. (a) Tenant shall keep in full force and effect a policy of commercial general liability insurance for the Premises. Tenant shall furnish Landlord a certificate of insurance evidencing such coverage and naming Landlord as an additional insured therein. Tenant’s insurer shall agree to furnish Landlord at least ten (10) days’ advance written notice of any cancellation of coverage. Renewal certificates shall be supplied promptly following the expiration of the current certificate. (b) Tenant shall indemnify Landlord from all liability, loss or other damage claims for obligations resulting from any bodily injuries or losses to persons or property occurring in or on the Premises and caused by the negligence or willful misconduct of Tenant, its agents, employees, contractors or invitees, including reasonable attorneys’ fees and court costs incurred by Landlord in defending any such claims, except when caused by the negligence of Landlord or its agents, employees, contractors or invitees. (c) Landlord, at its sole cost and expense, shall continuously maintain in full force and effect during the Term a policy or policies of insurance insuring the Building against loss or damage by fire and extended perils and other perils for the full replacement cost of the Building. Landlord shall keep in full force and effect a policy of commercial general liability insurance for the Property. (d) Anything in this Sublease to the contrary notwithstanding, Landlord and Tenant each hereby waives any and all rights of recovery, claim, action or cause of action against the other for any loss or damage that may occur to the Premises or any improvements thereto, or any personal property of Landlord or Tenant, arising from any cause that (a) would be insured against under the terms of any property insurance required to be carried hereunder; or (b) is insured against under the terms of any property insurance actually carried, regardless of whether the same is required hereunder. The foregoing waiver shall apply regardless of the cause or origin of such claim, including, but not limited to, the negligence of a party or such party’s agents, officers, employees or contractors. The foregoing waiver shall not apply if it would have the effect, but only to the extent of such effect, of invalidating any insurance coverage of Landlord or Tenant. The foregoing waiver shall also apply to any deductible, as if the same were a part of the insurance recovery. Landlord and Tenant will cause their respective insurers to issue appropriate waiver of subrogation rights endorsements, and shall supply each other with appropriate information from their respective insurers confirming such waiver to be in effect.

Insurance Indemnity. (a) Tenant During the term of this Lease, Tenant, its assignees and sublessees shall keep in full force protect, defend, indemnify and effect a policy save Landlord harmless from any and all claims, penalties, or demands, including court costs and attorneys’ fees, whatsoever arising, directly or indirectly, out of commercial general liability insurance for or from Tenant’s use or occupancy of the Premises. Tenant shall furnish keep in force, upon delivery of the Premises by Landlord and during the full term of this Lease or any renewal or extension thereof, workmen’s compensation insurance, commercial general liability insurance (occurrence coverage) and special risk property insurance, all issued by a certificate nationally recognized insurance company licensed to do business in South Carolina and having a rating of insurance evidencing “A” or better in the most current available Best’s Insurance Reports, with such limits as may be reasonably requested by Landlord from time to time, but with minimum commercial general liability limits not less than $1,000,000.00 single limit coverage and naming Landlord as an additional insured therein. Tenant’s insurer shall agree to furnish Landlord at least ten $2,000,000.00 combined coverage (10with broad form contractual liability coverage) days’ advance written notice and, for property damage, not less than the greater of any cancellation of coverage. Renewal certificates shall be supplied promptly following the expiration of the current certificate. (b) Tenant shall indemnify Landlord from all liability, loss $100,000.00 or other damage claims for obligations resulting from any bodily injuries or losses to persons or property occurring in or on the Premises and caused by the negligence or willful misconduct of Tenant, its agents, employees, contractors or invitees, including reasonable attorneys’ fees and court costs incurred by Landlord in defending any such claims, except when caused by the negligence of Landlord or its agents, employees, contractors or invitees. (c) Landlord, at its sole cost and expense, shall continuously maintain in full force and effect during the Term a policy or policies of insurance insuring the Building against loss or damage by fire and extended perils and other perils for the full replacement cost of all property of Tenant within or about the BuildingPremises (and any policy proceeds shall be used for the repair or replacement of any property of Tenant damaged or destroyed). Said liability policy shall name Landlord and Landlord’s mortgagee(s) as additional insureds, shall provide that it shall not be canceled, allowed to lapse, reduced or changed for any reason unless and until Landlord is given fifteen (15) days notice in writing by the insurance company and shall insure Tenant’s performance of the indemnity provisions of this Lease (but the amount of such insurance shall not limit Tenant’s liability nor relieve Tenant of any obligation hereunder). Said insurance policies or other evidence of coverage satisfactory to Landlord shall be deposited with Landlord upon occupancy of Premises by Tenant and from time to time upon the request of Landlord during the term hereof. All liability, property damage or other casualty insurance policies shall be written as primary policies, not contributory with or secondary to coverage that Landlord may carry. Landlord shall keep in full force (for itself and effect a policy of commercial general liability insurance for the Property. (dits insurer) Anything in this Sublease to the contrary notwithstandingwaives any rights, Landlord including rights and subrogation, and Tenant each hereby (for itself and its insurer) waives any and all rights, including rights of recoverysubrogation, claim, action or cause of action each may have against the other for compensation of any loss or damage that may occur occasioned to the Premises or any improvements thereto, or any personal property of Landlord or Tenant, Tenant arising from any cause that (a) would risk generally coverable by a standard all-risk policy of insurance or which is actually covered by the property insurance carried by Landlord or Tenant as applicable. The foregoing waivers of subrogation shall be insured against under operative only so long as available in the terms State of any property South Carolina. The foregoing waivers shall be effective whether or not the parties maintain the insurance required to be carried hereunder; or (b) is insured against under the terms of any property insurance actually carried, regardless of whether the same is required hereunder. The foregoing waiver shall apply regardless of the cause or origin of such claim, including, but not limited to, the negligence of a party or such party’s agents, officers, employees or contractors. The foregoing waiver shall not apply if it would have the effect, but only pursuant to the extent of such effect, of invalidating any insurance coverage of Landlord or Tenant. The foregoing waiver shall also apply to any deductible, as if the same were a part of the insurance recovery. Landlord and Tenant will cause their respective insurers to issue appropriate waiver of subrogation rights endorsements, and shall supply each other with appropriate information from their respective insurers confirming such waiver to be in effectthis Lease.

Insurance Indemnity. (a) Tenant shall keep in full force hereby agrees to indemnify, defend and effect a policy of commercial general hold harmless Landlord, its successors, assigns, subsidiaries, directors, officers, agents and employees from and against any and all damage, loss, liability insurance for the Premises. Tenant shall furnish Landlord a certificate of insurance evidencing such coverage or expense including, but not limited to, attorney's fees and naming Landlord as an additional insured therein. Tenant’s insurer shall agree to furnish Landlord at least ten (10) days’ advance written notice legal costs suffered by same directly or by reason of any cancellation claim, suit or judgment brought by or in favor of coverage. Renewal certificates shall be supplied promptly following the expiration of the current certificate. (b) Tenant shall indemnify Landlord from all liabilityany person or persons for damage, loss or other expense due to, but not limited to, bodily injury, including death resulting anytime therefrom, and property damage claims for obligations resulting from sustained by such person or persons which arises out of, is occasioned by or in any bodily injuries way attributable to the use or losses to persons or property occurring in or on occupancy of the Premises and by the Tenant, the acts or omission of the Tenant, its agents, employees or any other contractors or invitees brought onto said Premises by the Tenant, or any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, except to the extent caused by the sole gross negligence or willful misconduct of Landlord, its employees, and agents. If any action or proceeding is brought against Landlord by reason of any such claim, Tenant, its agentsupon notice from Landlord, employeesshall defend same at Tenant's expense by counsel satisfactory to Landlord. Such loss or damage shall include, contractors but not be limited to, any injury or inviteesdamage to Landlord's personnel (including death resulting anytime therefrom) on the Premises. Landlord shall not be liable for any damages arising from any act or neglect of any other tenant, including reasonable attorneys’ fees and court costs incurred by Landlord if any, of the building or industrial park in defending any such claimswhich the Premises are located. Tenant agrees that the obligations assumed herein shall survive the termination of this Lease, except when caused by but only with respect to matters occurring prior to the negligence later of Landlord the expiration of the term of this Lease or its agents, employees, contractors or inviteesTenant's surrender of possession of the Premises to Landlord. (c) Landlord, at its sole cost and expense, shall continuously 8.1 Tenant hereby agrees to maintain in full force and effect at all times during the Term term of this Lease, at Tenant's own expense, for the protection of Tenant, Landlord and Landlord's property manager, as their interest may appear, policies of insurance issued by a responsible carrier or carriers which afford the following coverages: (a) Workers' Compensation with statutory limits. (b) Employers' Liability insurance with the following minimum limits: Bodily injury by disease per person $1,000,000 Bodily injury by accident policy limit $1,000,000 Bodily injury by disease policy limit $1,000,000 (c) Property insurance on a special causes of loss insurance form covering any and all personal property of Tenant including but not limited to furniture, trade fixtures, Utility Installations, and equipment in an amount not less than their full replacement cost. This policy should contain a waiver of subrogation. Prior to the completion of the Tenant Improvements to be constructed by Tenant pursuant to the Tenant Work Letter, Tenant shall cause the Tenant Improvements to be <PAGE> -28- insured pursuant to a builders risk policy of title insurance on a completed value form. Tenant shall not cancel that policy of builders risk insurance unless and until Landlord has confirmed that the Tenant Improvements have become Covered Tenant Improvements pursuant to Paragraph 8.3(a). (d) Commercial General Liability Insurance including Broad Form Property Damage and Contractual Liability with the following minimum limits: General Aggregate $2,000,000 Products/Completed Operations Aggregate $2,000,000 Each Occurrence $1,000,000 Personal & Advertising Injury $1,000,000 (e) Umbrella/Excess Liability on a following form basis with the following minimum limits: General Aggregate $10,000,000 Each Occurrence $10,000,000 The limits of said insurance in this Paragraph 8.2 shall not, however, limit the liability of Tenant hereunder. 8.2 Landlord shall, at all times during the term of this Lease, maintain the following insurance: (a) a policy or policies of all-risk property insurance, issued by and binding upon some solvent insurance company, insuring the Building against loss or damage by fire and extended perils and other perils for the full replacement cost of the Buildingbuilding on the Premises and the Covered Tenant Improvements (as defined below). As used herein, the term "Covered Tenant Improvements" means the Existing Mezzanine, the Tenant Improvements constructed pursuant to the Work Letter, the Mezzanine Expansion, and any other improvements permanently attached to the Building that will become the property of Landlord on the expiration or earlier termination of this Lease and in any event excludes any furniture, trade fixtures, equipment or personal property; provided that no portion of the Tenant Improvements construed pursuant to the Tenant Work Letter or any subsequent alterations shall be Covered Tenant Improvements prior to their completion and delivery to Tenant by Tenant's contractor. Except as provided in the preceding sentence, Landlord shall not be obligated to insure, and shall not assume any liability or risk of loss for, any of Tenant's furniture, equipment, machinery, goods, supplies, utility <PAGE> -29- installations, improvements, or alterations upon the Premises. This policy shall contain an agreed amount endorsement and be written with no coinsurance. Landlord may, but shall keep not be obligated to, obtain earthquake and flood insurance. (b) Rent insurance on an all-risk basis in full force an amount equal to all that is called for under Paragraph 4 of this Lease (Base Rent and effect any additional rents payable under this Lease including tax and insurance costs) for a policy period of commercial general liability at least twelve (12) months commencing with the date of loss. (c) Boiler and machinery insurance for the Propertyin an amount satisfactory to Landlord on a comprehensive coverage form. (d) A Commercial General Liability policy of insurance, insuring Landlord, but not Tenant, against liability arising out of the ownership, use, occupancy or maintenance of the Industrial Center, in amounts determined by Landlord. 8.3 The Tenant shall deliver to Landlord prior to taking possession of the Premises, and thereafter at least thirty (30) days prior to expiration of such policy, certificates of insurance evidencing the above coverage with limits not less than those specified above. Insurance required hereunder shall be in companies holding a "General Policyholders Rating" of at least A-VIII as set forth in the most current issue of "Best's Insurance Guide". Such Certificates with the exception of Worker's Compensation, shall name Landlord, its subsidiaries, directors, agents and employees, and its property manager as additional insureds and shall expressly provide that the interest of same herein shall not be affected by a breach by Tenant of any insurance policy provision for which such Certificates evidence coverage. Further, all Certificates shall expressly provide that no less than thirty (30) days prior written notice shall be given to Landlord in the event of material alteration to or cancellation of the coverage evidenced by such Certificates. 8.4 Landlord may secure and maintain, as an Operating Expense, increased amounts of insurance and other insurance coverage in such limits, as Landlord may require in its reasonable judgment to afford Landlord adequate protection consistent with the practices of institutional owners of comparable properties. 8.5 Landlord makes no representation that the limits of liability specified to be carried by Tenant under the term of this Lease are adequate to protect Tenant against Tenant's undertaking under this Paragraph 8 and in the event Tenant believes that any such insurance coverage called for under this Lease is insufficient, Tenant shall provide, at its own expense, such additional insurance as Tenant deems adequate. <PAGE> -30- 8.6 Anything in this Sublease Lease to the contrary notwithstanding, Landlord and Tenant hereby waive and release each hereby other of and from any and all rights of recovery, claims, action or cause of action, against each other, their agents, officers and employees, for any loss or damage that may occur to the Premises, improvements to the building of which the Premises are a part, personal property (building contents) within the building on the Premises, any furniture, equipment, machinery, goods or supplies not covered by this Lease which Tenant may bring or obtain upon the Premises or any additional improvements which Tenant may construct on the Premises, by reason of fire, the elements or any other cause which could be insured against under the terms of all risk property insurance policies, regardless of cause or origin, including negligence of Landlord or Tenant and their agents, officers and employees. Because this Paragraph will preclude the assignment of any claim mentioned in it by way of subrogation (or otherwise) to an insurance company (or any other person) each party to this Lease agrees immediately to give to each insurance company, written notice of the terms of the mutual waivers contained in this Paragraph, and to have the insurance policies properly endorsed if necessary to prevent the invalidation of the insurance coverages by reason of the mutual waivers contained in this Paragraph. Tenant also waives and releases Landlord, its agents, officers and employees of and from any and all rights of recovery, claim, action or cause of action against the other for any loss or damage that may occur to the Premises or any improvements thereto, or any personal property of Landlord or Tenant, arising from any cause that (a) would be insured against under the terms any other policies of any property insurance required to be carried hereunder; or (b) is insured against under the terms of any property insurance actually carried, regardless of whether the same is required hereunder. The foregoing waiver shall apply regardless of the cause or origin of such claim, including, but not limited to, the negligence of a party or such party’s agents, officers, employees or contractors. The foregoing waiver shall not apply if it would have the effect, but only to the extent of such effect, of invalidating any insurance coverage of Landlord or by Tenant. The foregoing waiver shall also apply to any deductible, as if the same were a part of the insurance recovery. Landlord and Tenant will cause their respective insurers to issue appropriate waiver of subrogation rights endorsements, and shall supply each other with appropriate information from their respective insurers confirming such waiver to be in effect.

Insurance Indemnity. (a) Tenant shall keep in full force and effect a policy of commercial general liability insurance for the Premises. Tenant shall furnish Landlord a certificate of insurance evidencing such coverage and naming Landlord as an additional insured therein. Tenant’s insurer shall agree to furnish Landlord at least ten (10) days’ advance written notice of any cancellation of coverage. Renewal certificates shall be supplied promptly following Upon the expiration of the current certificate. (b) Tenant Insurance Transition Period, ContraVir shall indemnify Landlord from all liability, loss or other damage claims for obligations resulting from any bodily injuries or losses to persons or property occurring in or on the Premises obtain and caused by the negligence or willful misconduct of Tenant, its agents, employees, contractors or invitees, including reasonable attorneys’ fees and court costs incurred by Landlord in defending any such claims, except when caused by the negligence of Landlord or its agents, employees, contractors or invitees. (c) Landlord, at its sole cost and expense, shall continuously maintain in full force and effect during throughout the Term related License Periods with respect to the related License Area the insurance (other than property insurance as to alterations in the Premises or equipment owned by Synergy in the Premises, which insurance Synergy shall carry) required to be maintained by Synergy under any related Lease. Upon request by Synergy, if ContraVir carries such insurance separate from Synergy, ContraVir shall provide evidence of such insurance to Synergy in accordance with the requirements of any such related Lease. (b) With respect to each Leased Premises, ContraVir shall owe the same indemnification obligations to Synergy as set forth in the Lease covering the License Area as if the words “Owner” or “Landlord” and “Tenant “or “Lessee” or words of similar import, wherever the same appear in the related Lease pertaining to indemnification were construed to mean, respectively, “Synergy” and “ContraVir”. With respect to all Owned Premises and with respect to any Leased Premises where the related Lease is silent on the indemnification obligations running from the “Tenant” to “Landlord”, then for the related License Area, ContraVir shall indemnify, defend and hold each Synergy Indemnified Person harmless from and shall defend each Synergy Indemnified Person against all claims made or judicial or administrative actions filed which allege that any Synergy Indemnified Person is liable to the claimant (other than to the extent caused by or arising from a policy Synergy Indemnified Person’s gross negligence or policies willful misconduct) by reason of insurance insuring the Building against loss (i) any injury to or death of any person, or damage to or loss of property, or any other thing occurring on or about the License Area or the Premises, or in any manner growing out of, resulting from or connected with the use, condition or occupancy of, the License Area or the Premises, if caused by fire any negligent act or willful misconduct of ContraVir or its agents, partners, contractors, employees, permitted assignees, licensees, sublessees, invitees or any other person or entity for whose conduct ContraVir is legally responsible, (ii) violation by ContraVir of any contract or agreement to which ContraVir is a party in each case affecting the License Area or the occupancy or use thereof by ContraVir and extended perils (iii) violation of or failure to observe or perform any condition, provision or agreement of this ARTICLE IV on ContraVir’s part to be observed or performed hereunder. Synergy shall similarly indemnify, defend and hold each ContraVir Indemnified Person harmless from and shall defend each ContraVir Indemnified Person against all claims made or judicial or administrative actions filed which allege that any ContraVir Indemnified Person is liable to the claimant (other perils than to the extent caused by or arising from a ContraVir Indemnified Person’s negligence or willful misconduct) by reason of (i) any injury to or death of any person, or damage to or loss of property, or any other thing occurring on or about the Premises, or in any manner growing out of, resulting from or connected with the use, condition or occupancy of, the Premises, if caused by any negligent act or willful misconduct of Synergy or its agents, partners, contractors, employees, permitted assignees, licensees, sublessees, invitees or any other person or entity for whose conduct Synergy is legally responsible (other than ContraVir), (ii) violation by Synergy of any contract or agreement to which Synergy is a party in each case affecting the full replacement cost Premises or the occupancy or use thereof by Synergy and (iii) violation of or failure to observe or perform any condition, provision or agreement of this ARTICLE IV on Synergy’s part to be observed or performed hereunder. In addition, and to the Buildingextent applicable, if Synergy is the beneficiary of an indemnity or release from the landlord under a Lease, Synergy shall use commercially reasonable efforts to similarly indemnify or release ContraVir, to the extent Synergy actually receives the benefit of such indemnity or release. (c) Solely with respect to real estate matters governed by this ARTICLE IV, in the event of a conflict between, on the one hand, this Section 4.09, and, on the other hand, Section 6.03, the provisions of this Section 4.09 shall prevail. Landlord Notwithstanding the foregoing, the remaining provisions of ARTICLE VI shall keep remain in full force and effect a policy of commercial general liability insurance for the Property. (d) Anything in this Sublease with respect to the contrary notwithstanding, Landlord and Tenant each hereby waives any and all rights of recovery, claim, action or cause of action against the other for any loss or damage that may occur to the Premises or any improvements thereto, or any personal property of Landlord or Tenant, arising from any cause that (a) would be insured against under the terms of any property insurance required to be carried hereunder; or (b) is insured against under the terms of any property insurance actually carried, regardless of whether the same is required hereunder. The foregoing waiver shall apply regardless of the cause or origin of such claim, including, but not limited to, the negligence of a party or such party’s agents, officers, employees or contractors. The foregoing waiver shall not apply if it would have the effect, but only to the extent of such effect, of invalidating any insurance coverage of Landlord or Tenant. The foregoing waiver shall also apply to any deductible, as if the same were a part of the insurance recovery. Landlord and Tenant will cause their respective insurers to issue appropriate waiver of subrogation rights endorsements, and shall supply each other with appropriate information from their respective insurers confirming such waiver to be in effectreal estate matters governed by this ARTICLE IV.

Insurance Indemnity. (a) 10.1 Tenant shall keep in will at all times maintain a property insurance policy on the building located on the Premises insuring the building up to its full force and effect replacement cost. Tenant will at all times maintain a policy of commercial general liability insurance for the Premiseswith a combined single limit of at least $1,000,000. Tenant shall furnish Landlord acknowledges that it will keep all of its furniture, furnishings, equipment, inventory and other personal property on the Premises at its sole risk. Tenant will at all times maintain a certificate policy of insurance evidencing such coverage and naming Landlord as an additional insured therein. covering the full replacement value of Tenant’s insurer furnishings, equipment, inventory and other personal property. 10.2 Tenant shall agree to furnish indemnify, defend, protect and hold Landlord at least ten harmless from and against any and all liabilities, claims, demands, damages, costs (10) daysincluding attorneys’ advance written notice fees), expenses, fees, fines, penalties, suits, proceedings, actions and causes of action of any cancellation nature whatsoever arising or growing out of coverage. Renewal certificates shall be supplied promptly following or in any way connected with the expiration use, occupancy, management or control of the current certificate. (b) Tenant shall indemnify Landlord from all liabilityPremises or any part thereof by Tenant, loss its officers, employees, invitees, agents, contractors or any other damage claims for obligations party using, occupying or entering the Premises by or through Tenant, or resulting from any bodily injuries breach, violation or losses to persons non performance of any covenant, condition or property occurring in or agreement herein contained on the Premises and part of Tenant to be kept or performed, or resulting from any negligent or intentional act or omission of Tenant, its officers, employees or agents, except to the extent that such loss, injury or damage was caused by the gross negligence or willful misconduct of Tenant, its agents, employees, contractors or invitees, including reasonable attorneys’ fees and court costs incurred by Landlord in defending any such claims, except when caused by the negligence of Landlord or its agents, employees, contractors or inviteesanyone acting through Landlord. (c) Landlord, at its sole cost and expense, shall continuously maintain in full force and effect during the Term a policy or policies of insurance insuring the Building against loss or damage by fire and extended perils and other perils for the full replacement cost of the Building. 10.3 Landlord shall keep in full force indemnify, defend, protect and effect a policy of commercial general liability insurance for the Property. (d) Anything in this Sublease to the contrary notwithstanding, Landlord hold Tenant harmless from and Tenant each hereby waives against any and all rights of recoveryliabilities, claimclaims, action or cause demands, damages, costs (including attorneys’ fees), expenses, fees, fines, penalties, suits, proceedings, actions and causes of action against of any nature whatsoever arising or growing out of or in any way connected with the other for any loss use, occupancy, management or damage that may occur to control of the Premises or any improvements theretopart thereof by Landlord, its officers, employees, invitees, agents, contractors or any other party using, occupying or entering the Premises by or through Landlord, or resulting from any personal property breach, violation or non performance of any covenant, condition or agreement herein contained on the part of Landlord to be kept or Tenantperformed, arising or resulting from any cause that (a) would be insured against under the terms negligent or intentional act or omission of any property insurance required to be carried hereunder; or (b) is insured against under the terms of any property insurance actually carriedLandlord, regardless of whether the same is required hereunder. The foregoing waiver shall apply regardless of the cause or origin of such claim, including, but not limited to, the negligence of a party or such party’s agents, its officers, employees or contractors. The foregoing waiver shall not apply if it would have the effectagents, but only except to the extent that such loss, injury or damage was caused by the gross negligence or willful misconduct of such effect, of invalidating any insurance coverage of Landlord Tenant or anyone acting through Tenant. The foregoing waiver shall also apply to any deductible, as if the same were a part of the insurance recovery. Landlord and Tenant will cause their respective insurers to issue appropriate waiver of subrogation rights endorsements, and shall supply each other with appropriate information from their respective insurers confirming such waiver to be in effect.

Insurance Indemnity. (a) Tenant 13.1 Each Party shall take all necessary steps, at its own cost and on its own behalf to properly insure as far as reasonably possible, its entire legal liability to any third party which might be incurred as a consequence of its activity relating to this Agreement. Each Party undertakes to inform the other Party upon request therefore of the identity of their respective insurance carriers. 13.2 During the Term each Party hereto shall obtain, pay for, and keep in full force and effect a policy of commercial (a) comprehensive general liability insurance with one or more reputable insurance carriers and (b) other insurance required by Requirements of Law in relation to the full performance of its obligations under this Agreement. 13.3 PFI will subscribe to reasonable damage insurance necessary, including without limitation warehouse liability insurance, to guarantee the PFDC Components actually received by it and the Products against all reasonable risks until their delivery to the carrier appointed by PFDC. 13.4 Each Party shall indemnify and hold the other Party harmless from any and all liability to a third party for any and all judgments, claims, causes of action, suits, proceedings, losses, damages, demands, fees, expenses, fines, penalties or costs (including without limitation reasonable attorney's fees, costs and disbursements) arising from any negligence, intentional or willful misconduct or a breach of this Agreement of or by the Premisesindemnifying Party (including product liability claims based on any negligent manufacture of Products in the case of PFI) in connection with this Agreement or any breach by the indemnifying Party of this Agreement. Tenant In addition and notwithstanding any provision to the contrary in this Agreement, PFDC shall furnish Landlord a certificate indemnify and hold PFI harmless from any and all liability, judgments, claims, causes of action, suits, proceedings, losses, damages, demands, fees, expenses, fines, penalties or costs (including without limitation reasonable attorney's fees, costs and disbursements) arising from PFI's performance under this Agreement except to the extent arising from PFI's negligence, intentional or willful misconduct or breach of this Agreement. In addition and notwithstanding any provision to the contrary in this Agreement, PFI shall indemnify and hold PFDC harmless from any and all liability, judgments, claims, causes of action, suits, proceedings, losses, damages, demands, fees, expenses, fines, penalties or costs (including without limitation reasonable attorney's fees, costs and disbursements) arising from PFI's negligence, intentional or willful misconduct or breach of this Agreement; provided, however, that, except to the extent arising from PFI's intentional or willful misconduct, PFDC's sole and exclusive remedy under the foregoing indemnification shall be to recover any amounts payable under PFI's applicable insurance evidencing such coverage and naming Landlord policy, if any, as an additional insured therein. Tenant’s insurer party under such policy and, for the avoidance of doubt, except to the extent arising from PFI's intentional or willful misconduct, PFI shall agree to furnish Landlord at least ten have no liability whatsoever for any uninsured liability, judgments, claims, causes of action, suits, proceedings, losses, damages, demands, fees, expenses, fines, penalties or costs (10) days’ advance written notice of any cancellation of coverage. Renewal certificates shall be supplied promptly following the expiration of the current certificateincluding without limitation reasonable attorney's fees, costs and disbursements). (b) Tenant shall indemnify Landlord from all liability, loss or other damage claims for obligations resulting from any bodily injuries or losses 13.5 PFI will use commercially reasonable efforts to persons or property occurring in or on the Premises and caused by the negligence or willful misconduct of Tenant, its agents, employees, contractors or invitees, including reasonable attorneys’ fees and court costs incurred by Landlord in defending any such claims, except when caused by the negligence of Landlord or its agents, employees, contractors or invitees. (c) Landlordcooperate with PFDC, at its PFDC's sole cost and expense, to assist PFDC in obtaining business interruption insurance at the request of PFDC. 13.6 Notwithstanding the foregoing, PFI shall continuously only be required to obtain or maintain such insurance to the extent such insurance was in full force and effect during the Term a policy or policies of insurance insuring the Building against loss or damage by fire and extended perils and other perils for the full replacement cost six-month period immediately prior to the Effective Date and shall not be required to incur any costs or other liabilities which are greater than the costs incurred by PFI in the ordinary course of business consistent with past practices of the Building. Landlord PFI prior to the Effective Date; provided that PFI shall keep in full force cooperate with PFDC to obtain and effect a policy of commercial general liability maintain such insurance as may be reasonably requested by PFDC if PFDC agrees to reimburse PFI for the Property. cost (dor additional cost) Anything in this Sublease with respect to the contrary notwithstanding, Landlord and Tenant each hereby waives any and all rights of recovery, claim, action or cause of action against the other for any loss or damage that may occur to the Premises or any improvements thereto, or any personal property of Landlord or Tenant, arising from any cause that (a) would be insured against under the terms of any property insurance required to be carried hereunder; or (b) is insured against under the terms of any property insurance actually carried, regardless of whether the same is required hereundersuch insurance. The foregoing waiver shall apply regardless of the cause or origin of such claim, including, but not limited to, the negligence of a party or such party’s agents, officers, employees or contractors. The foregoing waiver shall not apply if it would have the effect, but only to the extent of such effect, of invalidating any insurance coverage of Landlord or Tenant. The foregoing waiver shall also apply to any deductible, as if the same were a part of the insurance recovery. Landlord and Tenant will cause their respective insurers to issue appropriate waiver of subrogation rights endorsements, and shall supply each other with appropriate information from their respective insurers confirming such waiver to be in effect.ARTICLE XIV—

Insurance Indemnity. A. Landlord shall secure and maintain throughout the term of this Lease the following insurance coverage which Landlord deems reasonable in amounts and form within Landlord's discretion: (a1) Tenant shall keep Fire insurance with extended coverage endorsements attached in the amount of the full force and effect a policy insurable value of commercial general the Building; (2) Comprehensive public liability insurance (including bodily injury and property damage insurance) for the Building; and B. Tenant shall, at its own expense, procure and maintain throughout the term of this Lease: (1) Comprehensive public liability insurance, without a deductible, insuring Tenant's activities with respect to the Leased Premises against loss, damage or liability for personal injury or death, Landlord's damage to property or commercial loss occurring on or about the Leased Premises, in amounts no less than One Million, Five Hundred Thousand Dollars ($1,500,000.00) combined single limit; and (2) Workmen's compensation insurance in at least the statutory amounts with respect to any work or other operation in or about the Leased Premises. C. Landlord and Landlord's mortgagee, if any, shall be named as additional insureds under Tenant's insurance, which shall be primary and non-contributing with any insurance carried by Landlord. Tenant's insurance policy shall contain endorsements requiring thirty (30) days' notice to Landlord prior to any cancellation or any reduction in amount of coverage. Tenant shall furnish Landlord deliver to Landlord, as a certificate condition precedent to its taking occupancy of insurance the Leased Premises, a Certificate evidencing such coverage and naming Landlord as an additional insured thereininsurance. Tenant’s insurer shall agree to furnish Landlord at least ten (10) days’ advance written notice of any cancellation of coverage. Renewal certificates shall be supplied promptly following the expiration , as a material part of the current certificate. (b) Tenant shall indemnify consideration to be rendered to Landlord, hereby waives all claims against Landlord from all liability, loss or other damage claims for obligations resulting from any bodily injuries or losses injury to persons or property occurring in or on the Premises and caused sustained by the negligence or willful misconduct of Tenant, its agents, employees, contractors or invitees, or third persons in or about the Leased Premises from any cause arising at any time, to the extent that said injury is covered by collectable insurance. D. Tenant shall indemnify and hold Landlord harmless from and against all demands, suits, fines, liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees and court costs incurred legal expenses) which Landlord may incur or become liable for as a result of any breach by Landlord in defending any such claimsTenant, except when caused by the negligence of Landlord or its agents, employees, contractors officers, contractors, invitees or invitees. (c) Landlord, at its sole cost and expense, shall continuously maintain in full force and effect during the Term a policy or policies of insurance insuring the Building against loss or damage by fire and extended perils and other perils for the full replacement cost licensees of the Building. Landlord shall keep in full force and effect a policy terms or covenants of commercial general liability insurance for the Propertythis Lease. (d) Anything in this Sublease to the contrary notwithstanding, Landlord and Tenant each hereby waives any and all rights of recovery, claim, action or cause of action against the other for any loss or damage that may occur to the Premises or any improvements thereto, or any personal property of Landlord or Tenant, arising from any cause that (a) would be insured against under the terms of any property insurance required to be carried hereunder; or (b) is insured against under the terms of any property insurance actually carried, regardless of whether the same is required hereunder. The foregoing waiver shall apply regardless of the cause or origin of such claim, including, but not limited to, the negligence of a party or such party’s agents, officers, employees or contractors. The foregoing waiver shall not apply if it would have the effect, but only to the extent of such effect, of invalidating any insurance coverage of Landlord or Tenant. The foregoing waiver shall also apply to any deductible, as if the same were a part of the insurance recovery. Landlord and Tenant will cause their respective insurers to issue appropriate waiver of subrogation rights endorsements, and shall supply each other with appropriate information from their respective insurers confirming such waiver to be in effect.

Insurance Indemnity. A. Landlord shall secure and maintain throughout the term of this Lease the following insurance (athe cost of which shall be a Building Operating Cost) Tenant shall keep in a form within Landlord's reasonable discretion: (1) Fire insurance with extended coverage endorsements attached in the amount of full force and effect a policy replacement value of commercial general the Building; (2) Comprehensive public liability insurance (including bodily injury and property damage insurance) for the PremisesBuilding; and in the amount of at least $5 million. (3) Rental abatement insurance against abatement or loss of rent in case of fire or other casualty. Landlord may, purchase such other insurance as required by its mortgage lenders and treat the cost thereof as a Building Operating Cost. Tenant shall furnish Landlord a certificate of insurance evidencing such coverage and naming Landlord be named as an additional insured therein. on such insurance policy and Landlord shall supply Tenant with a certificate or certificates evidencing such insurance, which certificate or certificates shall provide Tenant thirty (30) days written notice prior to cancellation or reduction in amount of coverage. B. Tenant shall, at its own expense, procure and maintain throughout the term of this Lease: (1) Comprehensive public liability insurance insuring Tenant’s insurer shall agree 's activities with respect to furnish Landlord the Leased Premises against loss, damage or liability for personal injury or death, Landlord's damage to property or commercial loss occurring on or about the Leased Premises, in amounts no less than $1,000,000 combined single limit; and (2) Workmen's compensation insurance in at least ten the statutory amounts with respect to any work or other operation in or about the Leased Premises. Landlord and Landlord's mortgagee, if any, shall be named as additional insureds under such insurance and such insurance shall be primary and noncontributing with any insurance carried by Landlord. The liability insurance policy shall contain endorsements requiring thirty (1030) days’ advance written days notice of to Landlord prior to any cancellation or any reduction in amount of coverage. Renewal certificates Tenant shall be supplied promptly following the expiration deliver to Landlord, as a condition precedent to its taking occupancy of the current certificateLeased Premises, a Certificate or Certificates evidencing such insurance. (b) C. Except to the extent proceeds are paid from Landlord's insurance, Tenant shall indemnify and hold Landlord harmless from and against all liabilitydemands, loss suits, fines, liabilities, losses, damages, costs and expenses (including legal expenses) which Landlord may incur or other damage claims become liable for obligations resulting from as a result of any bodily injuries or losses to persons or property occurring in or on the Premises and caused breach by the negligence or willful misconduct of Tenant, its agents, employees, contractors officers, contractors, invitees or invitees, including reasonable attorneys’ fees and court costs incurred by Landlord in defending any such claims, except when caused by the negligence of Landlord or its agents, employees, contractors or invitees. (c) Landlord, at its sole cost and expense, shall continuously maintain in full force and effect during the Term a policy or policies of insurance insuring the Building against loss or damage by fire and extended perils and other perils for the full replacement cost licensees of the Building. Landlord shall keep in full force and effect a policy terms or covenants of commercial general liability insurance for the Propertythis Lease. (d) Anything in this Sublease to the contrary notwithstanding, Landlord and Tenant each hereby waives any and all rights of recovery, claim, action or cause of action against the other for any loss or damage that may occur to the Premises or any improvements thereto, or any personal property of Landlord or Tenant, arising from any cause that (a) would be insured against under the terms of any property insurance required to be carried hereunder; or (b) is insured against under the terms of any property insurance actually carried, regardless of whether the same is required hereunder. The foregoing waiver shall apply regardless of the cause or origin of such claim, including, but not limited to, the negligence of a party or such party’s agents, officers, employees or contractors. The foregoing waiver shall not apply if it would have the effect, but only to the extent of such effect, of invalidating any insurance coverage of Landlord or Tenant. The foregoing waiver shall also apply to any deductible, as if the same were a part of the insurance recovery. Landlord and Tenant will cause their respective insurers to issue appropriate waiver of subrogation rights endorsements, and shall supply each other with appropriate information from their respective insurers confirming such waiver to be in effect.

Insurance Indemnity. (a) Tenant shall keep not permit the Leased Premises to be used in full force any way which would, in the opinion of Landlord, be hazardous or which would in any way increase the cost of or render void the fire insurance on improvements or contents in the Project belonging to Landlord or other tenants. If at any time during the term of this Lease the State Board of Insurance or other insurance authority disallows any of Landlord's sprinkler credits or imposes an additional penalty or surcharge in Landlord's insurance premiums because of Tenant's original or subsequent placement or use of storage racks or in, method of storage, or nature of Tenants inventory or any other act of Tenant, Tenant agrees to pay as additional rental the increase in Landlord's insurance premiums. If an increase in the fire and effect a policy of commercial general liability insurance extended coverage premiums paid by the Landlord for the Building in which Tenant occupies space is caused by Tenant's use or occupancy of the Leased Premises. , or if Tenant vacates the Leased Premises and causes an increase, then Tenant shall furnish Landlord a certificate pay as additional rental the amount of insurance evidencing such coverage and naming Landlord as an additional insured therein. Tenant’s insurer shall agree increase to furnish Landlord at least ten (10) days’ advance written notice of any cancellation of coverage. Renewal certificates shall be supplied promptly following the expiration of the current certificateLandlord. (b) Tenant shall indemnify Landlord from all liability, loss procure and maintain throughout the term of this lease a policy or other damage claims for obligations resulting from any bodily injuries or losses to persons or property occurring in or on the Premises and caused by the negligence or willful misconduct policies of Tenant, its agents, employees, contractors or invitees, including reasonable attorneys’ fees and court costs incurred by Landlord in defending any such claims, except when caused by the negligence of Landlord or its agents, employees, contractors or invitees. (c) Landlordliability insurance, at its sole cost and expense, shall continuously maintain insuring both Landlord and Tenant against all claims, demands or actions arising out of or in full force connection with: (i) the Leased Premises; (ii) the condition of the Leased Premises; (iii) Tenant's operation in and effect during maintenance and use of the Term a Leased Premises; and (iv) Tenant's liability assumed under this Lease. The limits of such policy or policies shall not be not less than One Million Dollars ($ 1,000,000) combined single limit coverage per occurrence for injury to persons (including death) and/or property damage or destruction, including loss of use. All such policies shall be procured by Tenant from responsible insurance insuring companies satisfactory to Landlord. Certified copies of such policies, together with receipts for payment of premiums, shall be delivered to Landlord prior to the Building against Commencement Date of this Lease. Not less than fifteen (15) days prior to the expiration date of any such policies, certified copies of renewal policies and evidence of the payment of renewal premiums shall be delivered to Landlord. All such original and renewal policies shall provide for at least thirty (30) days written notice to Landlord before such policy may be canceled or changed to reduce insurance coverage provided thereby. Upon request of Landlord, Tenant further agrees to complete and return to Landlord an insurance questionnaire (such form to be provided by Landlord) regarding Tenant's insurance coverage and intended use of the Leased Premises. Tenant warrants and represents that information contained in such questionnaire shall be true and correct as of the date thereof and shall be updated by Tenant from time to time upon Landlord's request. (c) Landlord shall not be liable to Tenant or those claiming by through, or under Tenant for any injury to or death of any person or persons or the damage to or theft, destruction, loss, or loss of use of any property or damage inconvenience (a "Loss") caused by fire and extended perils and casualty, theft, fire, third parties, or any other perils for the full replacement cost matter (including Loses arising through repair or alteration of any part of the Building. Landlord , or failure to make repairs, Tenant shall keep in full force indemnify, defend, and effect a policy of commercial general liability insurance for the Property. (d) Anything in this Sublease to the contrary notwithstanding, hold harmless Landlord and Tenant each hereby waives its agents, employees, affiliates, successors and assigns from and against any and all rights of recovery, claim, action or cause of action against the other for any loss or damage that may occur to the Premises or any improvements thereto, or any personal property of Landlord or Tenant, Loss (including reasonable attorneys fees) arising from any cause that (a) would be insured against under the terms out of any property insurance required to be carried hereunder; or (b) occurrence in the Leased Premises unless such loss is insured against under caused by the terms of any property insurance actually carried, regardless of whether the same is required hereunder. The foregoing waiver shall apply regardless of the cause or origin of such claim, including, but not limited to, the gross negligence of a party Landlord. This indemnity provision shall survive termination or such party’s agents, officers, employees or contractors. The foregoing waiver shall not apply if it would have the effect, but only to the extent expiration of such effect, of invalidating any insurance coverage of Landlord or Tenant. The foregoing waiver shall also apply to any deductible, as if the same were a part of the insurance recovery. Landlord and Tenant will cause their respective insurers to issue appropriate waiver of subrogation rights endorsements, and shall supply each other with appropriate information from their respective insurers confirming such waiver to be in effectthis Lease.

Insurance Indemnity. (a) 12.1 Landlord shall not be liable to Tenant, and Tenant shall keep hereby waives all claims against Landlord, for injury or damage to any person or property in full force and effect a policy of commercial general liability insurance for or about the Premises. Tenant shall furnish Landlord a certificate of insurance evidencing such coverage and naming Landlord as an additional insured therein. Tenant’s insurer shall agree to furnish Landlord at least ten (10) days’ advance written notice , Building, Property or Common Areas by or from any cause whatsoever, including without limitation any acts or omissions of any cancellation of coverage. Renewal certificates shall be supplied promptly following the expiration other tenants, licensees or invitees of the current certificateBuilding. (b) 12.2 Tenant shall indemnify and defend (using legal counsel acceptable to Landlord) Landlord and hold Landlord harmless, from and against any and all loss, cost, damage, liability and expense (including reasonable attorneys' fees) whatsoever that may arise out of or in connection with Tenant's occupation, use or improvement of the Premises or the Building (including without limitation Tenant's access rights under Section 35 below), or that of its employees, agents, contractors, or invitees, or Tenant's breach of its obligations under this Lease. To the extent necessary to fully indemnify Landlord from all liabilityclaims made by Tenant or its employees, this indemnity constitutes a waiver, as between Landlord and Tenant only, of Tenant's immunity, if any, under the Washington Industrial Insurance Act, RCW Title 51. This indemnity shall survive the expiration or termination of the Term. 12.3 The foregoing exculpation, release and indemnity provisions shall not apply to the extent the subject claims thereunder were caused by Landlord's negligence or willful misconduct or by Landlord's failure to perform its obligations under this Lease. Landlord shall indemnify and defend (using legal counsel acceptable to Tenant) Tenant and hold harmless Tenant from claims, suits, actions, or liabilities for personal injury, death or for loss or other damage claims for obligations resulting to property that arises from any bodily injuries or losses to persons or property occurring in or on the Premises and caused by the negligence or willful misconduct of TenantLandlord, its agents, employees, contractors agents or invitees, including reasonable attorneys’ fees and court costs incurred contractors; or from any breach or default by Landlord in defending the performance of any such claimsof Landlord's obligations under this Lease. However, except when caused by the negligence of in no event shall Landlord or its agents, employees, contractors or inviteeshave any liability to Tenant for consequential damages under this lease. 12.4 Tenant shall procure and maintain throughout the Term at Tenant's expense, the following insurance: 12.4.1 Commercial general public liability insurance, insuring Tenant against liability arising out of the Lease and the use, occupancy, or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be in the amount of not less than $2,500,000 combined single limit for injury to or death of one or more persons in an occurrence, and for damage to tangible property (cincluding loss of use) in an occurrence. Such policy shall insure the operations of independent contractors and contractual liability (covering the indemnity in Section 12.2) and shall: (i) name Landlord as an additional insured, (ii) provide a waiver of subrogation endorsements with respect to Landlord, and (iii) provide that it is primary and noncontributing with any insurance in force or on behalf of Landlord. 12.4.2 Standard form property insurance insuring against the perils of fire, extended coverage, vandalism, malicious mischief, special extended coverage ("All-Risk") and sprinkler leakage. This insurance policy shall be upon all personal property for which Tenant is legally liable or that was installed at its sole cost and Tenant's expense, shall continuously maintain and that is located in full force and effect during the Term a policy or policies of insurance insuring the Building against loss or damage Premises, including without limitation 12 the Initial Improvements and all Tenant's furnishings, fixtures, furniture, fittings, and equipment and all improvements to the Premises installed by fire and extended perils and other perils for Tenant, in an amount not less than 90% of the full replacement cost thereof. Such policy shall also include business interruption coverage, covering direct or indirect loss of the Building. Landlord shall keep in full force and effect a policy of commercial general liability insurance for the Property. (d) Anything in this Sublease Tenant's earnings attributable to the contrary notwithstanding, Landlord and Tenant each hereby waives any and all rights of recovery, claim, action Tenant's inability to use fully or cause of action against the other for any loss or damage that may occur obtain access to the Premises or Building, in an amount as will properly reimburse Tenant. Such policy shall name Landlord and any improvements thereto, or any personal property mortgagees of Landlord or Tenant, arising from any cause that (a) would be as additional insured against under the terms of any property insurance required to be carried hereunder; or (b) is insured against under the terms of any property insurance actually carried, regardless of whether the same is required hereunder. The foregoing waiver shall apply regardless of the cause or origin of such claim, including, but not limited to, the negligence of a party or such party’s agents, officers, employees or contractors. The foregoing waiver shall not apply if it would have the effect, but only to the extent of such effect, of invalidating any insurance coverage of Landlord or Tenant. The foregoing waiver shall also apply to any deductibleparties, as if the same were a part of the insurance recovery. Landlord and Tenant will cause their respective insurers to issue appropriate waiver of subrogation rights endorsements, and shall supply each other with appropriate information from their respective insurers confirming such waiver to be in effectinterests may appear.