Common use of NONLIABILITY AND INDEMNIFICATION OF LANDLORD; INSURANCE Clause in Contracts

NONLIABILITY AND INDEMNIFICATION OF LANDLORD; INSURANCE. (a) Landlord shall not be liable to Tenant, and Tenant hereby waives all claims against Landlord, its partners, officers, trustees, affiliates, directors, employees, contractors, agents and representatives (collectively, "Affiliates") for any injury or damage to any person or property occurring or incurred in connection with or in any way relating to the Premises, the Building or the Project from any cause, including, without limitation, by reason of the active or passive negligence of Landlord or its Affiliates. Without limiting the foregoing, neither Landlord nor any of its Affiliates shall be liable for and there shall be no abatement of Rent for (i) any damage to Tenant's property stored or entrusted to Affiliates of Landlord, (ii) loss of or damage to any property by theft or any other wrongful or illegal act, or (iii) any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of the Building or the Project or from the pipes, appliances, appurtenances or plumbing works therein or from the roof, street or sub-surface or from any other place or resulting from dampness or any other cause whatsoever or from the acts or omissions of other tenants, occupants or other visitors to the Building or the Project, or from any other cause whatsoever, (iv) any diminution or shutting off of light, air or view by any structure which may be erected on lands adjacent to the Building, whether within or outside of the Project, or (v) any latent or other defect in the Premises, the Building or the Project. In addition and without limitation to the other provisions of Subparagraphs (a) and (b) of this Paragraph 8, Tenant agrees that in no case shall Landlord ever be responsible or liable on any theory for any injury to Tenant's business, loss of profits, loss of income or any other form of consequential damage. Tenant shall give prompt notice to Landlord in the event of (A) the occurrence of a fire or accident in the Premises or in the Building, or (B) the discovery of any defect therein or in the fixtures or equipment thereof. (b) Tenant shall indemnify, defend (with legal counsel selected by Landlord ), protect and hold Landlord harmless from and against any and all claims, suits, judgements, losses, costs, obligations, damages, expenses, interest and liabilities, including, without limitation, reasonable attorneys' fees, for any injury or damage to any person or property whatsoever arising out of or in connection with this Lease, the Premises or Tenant's activities in the Project, including, without limitation, when such injury or damage has been caused in whole or in part by the act, negligence, fault or omission of Tenant, its agents, servants, contractors, employees, representatives, licensees or invitees, or by reason of the active or passive negligence of Landlord or its Affiliates. Without limiting the foregoing, Tenant shall reimburse Landlord for all expenses, damages and fines incurred or suffered by Landlord by reason of any breach, violation or non-performance by Tenant, its agents, servants or employees, of any covenant or provision of this Lease, or by reason of damage to persons or property caused by moving property of or for Tenant in or out of the Building, or by the installation or removal of furniture of other property, or by reason of carelessness, negligence or improper conduct of Tenant or its agents, employees or servants in the use or occupancy of the Premises. The provisions of this Subparagraph 8(b) shall survive the expiration or earlier termination of this Lease. (c) Tenant hereby agrees to maintain in full force and effect at all times during the term of this Lease, at its sole cost and expense, for the protection of Tenant and Landlord, as their interests may appear, policies of insurance issued by a responsible carrier or carriers, qualified to do business in the State of California, with a financial class rating of not less than x and a policy holder rating of not less than A in the most recent Best's Key Rating Guide and otherwise acceptable to Landlord, which afford the following coverages: (i) Comprehensive general liability insurance (or commercial general liability insurance) or such successor comparable form of coverage, including blanket contractual liability, broad form property damage, independent contractor's coverage, personal injury, completed operations, products liability, cross liability and severability of interest clauses, and fire damage, written on an "occurrence" basis with coverage of not less than Five Million Dollars ($5,000,000.00) combined single limit per occurrence for both bodily injury (including death) and property damage; (ii) All Risk Insurance, including, without limitation, insurance covering loss or damage resulting or arising from sprinkler leakage, in an amount sufficient to cover the full cost of replacement of all improvements to the Premises (other than Building Standard Installations) and all of Tenant's fixtures and other personal property. The proceeds of such insurance shall be devoted exclusively to the replacement of the same unless this Lease shall cease and terminate pursuant to the provisions of Paragraph 9 hereof; (iii) Loss of income insurance in such amounts as will cover Tenant for direct or indirect loss of earnings resulting from all risks or perils customarily insured against by commercially prudent tenants, as reasonably determined by Landlord; and (iv) Workers' Compensation and Employer's Liability Insurance (as required by law). (d) Tenant may, with the prior written consent of Landlord, elect to have reasonable deductibles (not to exceed One Thousand Dollars ($1,000.00)) under the policy required pursuant to Subparagraph 8(c)(ii). (e) Tenant shall deliver to Landlord at least thirty (30) days prior to the time such insurance is first required to be carried by Tenant, and thereafter at least thirty (30) days prior to expiration of each such policy, certificates of insurance evidencing the coverage required hereunder with limits not less than those specified above. Such policies of insurance shall be written as primary policies, not contributing with, and not in excess of coverage which Landlord may carry. The certificate of insurance with respect to the coverage described in Subparagraph 8(c)(i) above shall specifically reflect insurance of Tenant's obligations under Subparagraph 8(b) above. Such certificates shall name Landlord as an additional insured and shall expressly provide that the interest of the same therein shall not be affected by any breach by Tenant of any policy provision for which such certificates evidence coverage. Further, all certificates shall expressly provide that not less than thirty (30) days' prior written notice shall be given Landlord in the event of material alteration or to cancellation of the coverages evidenced by such certificates. If on account of the failure of Tenant to comply with the provisions of this Paragraph 8, Landlord is adjudged a co-insurer by its insurance carrier, then, in addition to all other remedies available to Landlord, any loss or damage Landlord shall sustain by reason thereof shall be borne by Tenant and shall be immediately paid by Tenant upon receipt of a xxxx therefor and evidence of such loss. (f) Upon demand, Tenant shall provide Landlord, at Tenant's sole cost and expense, with such increased amount of existing insurance and such other insurance with such limits and Landlord may require and such other hazard insurance as the nature and condition of the Premises may require, in the opinion of Landlord, to afford Landlord adequate protection for such risks. However, in all cases such adjustments shall be based upon the requirements of an institutional lender of Landlord or otherwise reasonable and consistent with the requirements of other first-class office projects i the County of Orange. (g) Landlord makes no representation that the insurance coverage specified to be carried by Tenant pursuant to this Paragraph 8 is adequate to protect Tenant against Tenant's undertaking under the terms of this Lease or otherwise, and in the event Tenant believes that any such insurance coverage called for under this Lease is insufficient, Tenant shall provide, at its own cost and expense, such additional insurance as Tenant deems adequate. (h) Notwithstanding any provision of this Paragraph 8 to the contrary, in the event that Landlord's insurance policies with respect to the Premises, the Building or the Project permit a waiver of subrogation, Landlord hereby waives any and all rights of recovery against Tenant for or arising out of damage to, or destruction of, the Premises, the Building or the project, from causes then included under standard fire and All Risk insurance policies with respect to the Premises permit a waiver of damage or destruction. In the event that Tenant's insurance policies with respect to the Premises permit a waiver of subrogation, Tenant waives any and all rights of recovery against Landlord for or arising out of damage to, or destruction of, any property of Tenant, from causes then included under standard fire and All Risk insurance policies or endorsements. Tenant represents that its present insurance policies now in force permit such waiver. If at any time during the term of this Lease (i) either party shall give less than five (5) days' prior written notice to the other party certifying that any insurance carrier which has issued any such policy shall refuse to consent to the aforesaid waiver of subrogation, or (ii) such insurance carrier shall consent to such waiver only upon the payment of an additional premium (and such additional premium is not paid by the other party hereto), or (iii) such insurance carrier shall revoke a consent previously given or shall cancel or threaten to cancel any policy previously issued and then in force and effect, because of such waiver of subrogation, then, in any of such events, the waiver of subrogation contained herein shall thereupon be of no further force or effect as to the loss, damage or destruction covered by such policy. If, however, at any time thereafter, a consent to such waiver of subrogation shall be obtained without an additional premium from any existing or substitute insurance carrier, the waiver hereinabove provided for shall again become effective. (i) Tenant shall not keep, use, sell or offer for sale in or upon the Premises any article which may be prohibited by any insurance policy periodically in force covering the Premises, the Building or the Project. Of any of Landlord's insurance policies shall be canceled or cancellation shall be threatened or the coverage thereunder reduced or threatened to be reduced in any way because of the use of the Premises, or any part thereof, by Tenant or any assignee, subtenant, licensee or invitee of Tenant, and if Tenant fails to remedy the condition giving rise to such cancellation, threatened cancellation, reduction of coverage, or threatened reduction of coverage, within forty-eight (48) hours after notice thereof, Landlord may, at its option, either terminate this Lease or enter upon the Premises and attempt to remedy such condition, and Tenant shall promptly pay the cost thereof to Landlord as additional Rent. Landlord shall not be liable for any damage or injury caused to any property of Tenant or of others located on the Premises resulting from such entry. If Landlord is unable, or elects not to remedy such condition, then Landlord shall have all of the remedies provided for in this Lease in the event of a default by Tenant. (j) Tenant shall not do or permit to be done any act or things upon or about the Premises of the Building, which will (i) result in the assertion of any defense by the insurer to any claim under, (ii) invalidate, or (iii) be in conflict with, the insurance policies of Landlord or Tenant covering the Building, the Premises or fixtures and property therein, or which would increase the rate of fire insurance applicable to the Building to an amount higher than it otherwise would be; and Tenant shall neither do nor permit to be done any act or thing upon or about the Premises or the Building which shall or might subject Landlord to any liability or responsibility for injury to any person or persons or to property, provided that nothing in this Subparagraph 8(j) shall prevent Tenant's use of the Premises for the purposes stated in Paragraph 6 hereof. (k) If, as a result of any act or omission by or on the part of Tenant or violation of this Lease, whether or not Landlord has consented to the same, the rate of "All Risk" or other type of insurance maintained by Landlord on the Building and fixtures and property therein, shall be increased to an amount higher than it otherwise would be, Tenant shall reimburse Landlord for all increases of Landlord's fire insurance premiums so caused, such reimbursement to be Additional Rent payable within five (5) days after demand therefor by Landlord. If, due to abandonment of, or failure to occupy the demised premises by Tenant, any such insurance shall be canceled by the insurance carrier, then Tenant hereby indemnities Landlord against liability which would have been covered by such insurance. In any action or proceeding wherein Landlord and Tenant are parties, a schedule or "make-up" of rates for the Building or the Premises issued by the body making fire insurance rates or established by insurance carrier providing coverage for the Building or demised premises shall be presumptive evidence of the facts stated therein, including the items and charges taken into consideration in fixing the "All Risk" insurance rate then applicable to the Building or the Premises.

NONLIABILITY AND INDEMNIFICATION OF LANDLORD; INSURANCE. (a) Landlord's Nonliability. Subject to Paragraphs 20(j) and 21 below, Landlord and its partners, and their respective partners, officers, agents and employees shall not be liable for Tenant's loss of income or extra expense or for any damage to Tenant's property, and Tenant hereby waives all claims against Landlordnor for loss of damage to property by theft or otherwise, its partners, officers, trustees, affiliates, directors, employees, contractors, agents and representatives (collectively, "Affiliates") nor for any injury or damage to any person which may be sustained by the person, goods, wares, merchandise or property occurring of Tenant, its employees, invitees or incurred customers or any other person in connection with or in about the Premises caused by or resulting from any way relating to peril which may affect the Premises, the Building or the Project from any cause, including, including without limitation, by reason of the active or passive negligence of Landlord or its Affiliates. Without limiting the foregoing, neither Landlord nor any of its Affiliates shall be liable for and there shall be no abatement of Rent for (i) any damage to Tenant's property stored or entrusted to Affiliates of Landlord, (ii) loss of or damage to any property by theft or any other wrongful or illegal act, or (iii) any injury or damage to persons or property resulting from limitation fire, explosion, falling plaster, steam, electricity, gas, electricity, water or rain rain, which may leak or flow from or into any part of the Building or the Project Premises, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, appurtenances plumbing, air conditioning or plumbing works therein lighting fixtures of the same, whether such damage or injury results from conditions arising upon the Premises or upon other portions of the Building, or from the roof, street or sub-surface or other sources. Landlord shall not be liable for any damages arising from any other place act or resulting from dampness or neglect of any other cause whatsoever tenant or from the acts or omissions occupant of other tenants, occupants or other visitors to the Building or the Projectany of their officers, or from employees, agents, representatives, customers and invitees and Tenant hereby waives any other cause whatsoever, (iv) any diminution or shutting off of light, air or view by any structure which such right it may be erected on lands adjacent to the Building, whether within or outside of the Project, or (v) any latent or other defect in the Premises, the Building or the Project. In addition and without limitation to the other provisions of Subparagraphs (a) and (b) of this Paragraph 8, Tenant agrees that in no case shall Landlord ever be responsible or liable on any theory for any injury to Tenant's business, loss of profits, loss of income or any other form of consequential damagehave against Landlord. Tenant shall give prompt notice to Landlord in the event case of (A) the occurrence of a fire or accident accidents in the Premises or in the Building, or (B) the discovery of any defect defects therein or in the fixtures or equipment thereof. (b) equipment. Any claim, defense, or other right of Tenant shall indemnify, defend (with legal counsel selected by Landlord ), protect and hold Landlord harmless from and against any and all claims, suits, judgements, losses, costs, obligations, damages, expenses, interest and liabilities, including, without limitation, reasonable attorneys' fees, for any injury or damage to any person or property whatsoever arising out of or in connection with this Lease, the Premises Lease or Tenant's activities in the Project, including, without limitation, when such injury or damage has been caused in whole or in part by the act, negligence, fault or omission of Tenant, its agents, servants, contractors, employees, representatives, licensees or invitees, or by reason of the active or passive negligence of Landlord or its Affiliates. Without limiting the foregoing, Tenant shall reimburse Landlord for all expenses, damages and fines incurred or suffered by Landlord by reason of any breach, violation or non-performance by Tenant, its agents, servants or employees, of any covenant or provision of with negotiations before this Lease, or by reason of damage to persons or property caused by moving property of or for Tenant in or out of the Building, or by the installation or removal of furniture of other property, or by reason of carelessness, negligence or improper conduct of Tenant or its agents, employees or servants in the use or occupancy of the Premises. The provisions of this Subparagraph 8(b) shall survive the expiration or earlier termination of this Lease. (c) Tenant hereby agrees to maintain in full force and effect at all times during the term of this Lease, at its sole cost and expense, for the protection of Tenant and Landlord, as their interests may appear, policies of insurance issued by a responsible carrier or carriers, qualified to do business in the State of California, with a financial class rating of not less than x and a policy holder rating of not less than A in the most recent Best's Key Rating Guide and otherwise acceptable to Landlord, which afford the following coverages: (i) Comprehensive general liability insurance (or commercial general liability insurance) or such successor comparable form of coverage, including blanket contractual liability, broad form property damage, independent contractor's coverage, personal injury, completed operations, products liability, cross liability and severability of interest clauses, and fire damage, written on an "occurrence" basis with coverage of not less than Five Million Dollars ($5,000,000.00) combined single limit per occurrence for both bodily injury (including death) and property damage; (ii) All Risk Insurance, including, without limitation, insurance covering loss or damage resulting or arising from sprinkler leakage, in an amount sufficient to cover the full cost of replacement of all improvements to the Premises (other than Building Standard Installations) and all of Tenant's fixtures and other personal property. The proceeds of such insurance Lease was signed shall be devoted exclusively to the replacement of the same barred unless this Lease shall cease and terminate pursuant to the provisions of Paragraph 9 hereof; Tenant files an action or interposes a defense based thereon within one hundred eighty (iii) Loss of income insurance in such amounts as will cover Tenant for direct or indirect loss of earnings resulting from all risks or perils customarily insured against by commercially prudent tenants, as reasonably determined by Landlord; and (iv) Workers' Compensation and Employer's Liability Insurance (as required by law). (d) Tenant may, with the prior written consent of Landlord, elect to have reasonable deductibles (not to exceed One Thousand Dollars ($1,000.00)) under the policy required pursuant to Subparagraph 8(c)(ii). (e) Tenant shall deliver to Landlord at least thirty (30) days prior to the time such insurance is first required to be carried by Tenant, and thereafter at least thirty (30) days prior to expiration of each such policy, certificates of insurance evidencing the coverage required hereunder with limits not less than those specified above. Such policies of insurance shall be written as primary policies, not contributing with, and not in excess of coverage which Landlord may carry. The certificate of insurance with respect to the coverage described in Subparagraph 8(c)(i) above shall specifically reflect insurance of Tenant's obligations under Subparagraph 8(b) above. Such certificates shall name Landlord as an additional insured and shall expressly provide that the interest of the same therein shall not be affected by any breach by Tenant of any policy provision for which such certificates evidence coverage. Further, all certificates shall expressly provide that not less than thirty (30) days' prior written notice shall be given Landlord in the event of material alteration or to cancellation of the coverages evidenced by such certificates. If on account of the failure of Tenant to comply with the provisions of this Paragraph 8, Landlord is adjudged a co-insurer by its insurance carrier, then, in addition to all other remedies available to Landlord, any loss or damage Landlord shall sustain by reason thereof shall be borne by Tenant and shall be immediately paid by Tenant upon receipt of a xxxx therefor and evidence of such loss. (f) Upon demand, Tenant shall provide Landlord, at Tenant's sole cost and expense, with such increased amount of existing insurance and such other insurance with such limits and Landlord may require and such other hazard insurance as the nature and condition of the Premises may require, in the opinion of Landlord, to afford Landlord adequate protection for such risks. However, in all cases such adjustments shall be based upon the requirements of an institutional lender of Landlord or otherwise reasonable and consistent with the requirements of other first-class office projects i the County of Orange. (g) Landlord makes no representation that the insurance coverage specified to be carried by Tenant pursuant to this Paragraph 8 is adequate to protect Tenant against Tenant's undertaking under the terms of this Lease or otherwise, and in the event Tenant believes that any such insurance coverage called for under this Lease is insufficient, Tenant shall provide, at its own cost and expense, such additional insurance as Tenant deems adequate. (h) Notwithstanding any provision of this Paragraph 8 to the contrary, in the event that Landlord's insurance policies with respect to the Premises, the Building or the Project permit a waiver of subrogation, Landlord hereby waives any and all rights of recovery against Tenant for or arising out of damage to, or destruction of, the Premises, the Building or the project, from causes then included under standard fire and All Risk insurance policies with respect to the Premises permit a waiver of damage or destruction. In the event that Tenant's insurance policies with respect to the Premises permit a waiver of subrogation, Tenant waives any and all rights of recovery against Landlord for or arising out of damage to, or destruction of, any property of Tenant, from causes then included under standard fire and All Risk insurance policies or endorsements. Tenant represents that its present insurance policies now in force permit such waiver. If at any time during the term of this Lease (i) either party shall give less than five (5) days' prior written notice to the other party certifying that any insurance carrier which has issued any such policy shall refuse to consent to the aforesaid waiver of subrogation, or (ii) such insurance carrier shall consent to such waiver only upon the payment of an additional premium (and such additional premium is not paid by the other party hereto), or (iii) such insurance carrier shall revoke a consent previously given or shall cancel or threaten to cancel any policy previously issued and then in force and effect, because of such waiver of subrogation, then, in any of such events, the waiver of subrogation contained herein shall thereupon be of no further force or effect as to the loss, damage or destruction covered by such policy. If, however, at any time thereafter, a consent to such waiver of subrogation shall be obtained without an additional premium from any existing or substitute insurance carrier, the waiver hereinabove provided for shall again become effective. (i) Tenant shall not keep, use, sell or offer for sale in or upon the Premises any article which may be prohibited by any insurance policy periodically in force covering the Premises, the Building or the Project. Of any of Landlord's insurance policies shall be canceled or cancellation shall be threatened or the coverage thereunder reduced or threatened to be reduced in any way because of the use of the Premises, or any part thereof, by Tenant or any assignee, subtenant, licensee or invitee of Tenant, and if Tenant fails to remedy the condition giving rise to such cancellation, threatened cancellation, reduction of coverage, or threatened reduction of coverage, within forty-eight (48) hours after notice thereof, Landlord may, at its option, either terminate this Lease or enter upon the Premises and attempt to remedy such condition, and Tenant shall promptly pay the cost thereof to Landlord as additional Rent. Landlord shall not be liable for any damage or injury caused to any property of Tenant or of others located on the Premises resulting from such entry. If Landlord is unable, or elects not to remedy such condition, then Landlord shall have all of the remedies provided for in this Lease in the event of a default by Tenant. (j) Tenant shall not do or permit to be done any act or things upon or about the Premises of the Building, which will (i) result in the assertion of any defense by the insurer to any claim under, (ii) invalidate, or (iii) be in conflict with, the insurance policies of Landlord or Tenant covering the Building, the Premises or fixtures and property therein, or which would increase the rate of fire insurance applicable to the Building to an amount higher than it otherwise would be; and Tenant shall neither do nor permit to be done any act or thing upon or about the Premises or the Building which shall or might subject Landlord to any liability or responsibility for injury to any person or persons or to property, provided that nothing in this Subparagraph 8(j) shall prevent Tenant's use of the Premises for the purposes stated in Paragraph 6 hereof. (k) If, as a result of any act or omission by or on the part of Tenant or violation of this Lease, whether or not Landlord has consented to the same, the rate of "All Risk" or other type of insurance maintained by Landlord on the Building and fixtures and property therein, shall be increased to an amount higher than it otherwise would be, Tenant shall reimburse Landlord for all increases of Landlord's fire insurance premiums so caused, such reimbursement to be Additional Rent payable within five (5180) days after demand therefor by Landlord. If, due to abandonment of, or failure to occupy the demised premises by Tenant, any such insurance shall be canceled by the insurance carrier, then Tenant hereby indemnities Landlord against liability which would have been covered by such insurance. In any action or proceeding wherein Landlord and Tenant are parties, a schedule or "make-up" of rates for the Building or the Premises issued by the body making fire insurance rates or established by insurance carrier providing coverage for the Building or demised premises shall be presumptive evidence date of the facts stated thereinalleged event on which Tenant is basing its claim, including the items and charges taken into consideration in fixing the "All Risk" insurance rate then applicable to the Building defense or the Premisesright.

NONLIABILITY AND INDEMNIFICATION OF LANDLORD; INSURANCE. (a) Landlord shall not be liable to Tenant, Tenant and Tenant hereby waives all claims against Landlord, its partners, shareholders, officers, trustees, affiliates, directors, employees, contractors, agents and representatives (collectively, "AffiliatesAFFILIATES") for any injury or damage to any person or property occurring or incurred in connection with or in any way relating to the Premises, the Building or the Project from any cause, including, without limitation, except damage to persons or personal property in the Common Areas caused by reason of the active or passive gross negligence of Landlord or its Affiliatesagents, employees or contractors in the Common Areas unless such damage is covered (or would be covered if Tenant obtained 100% casualty insurance coverage) by insurance Tenant is required to have under this Lease or otherwise has obtained. Without limiting the foregoing, except as provided in subparagraph 7(f) above, neither Landlord nor any of its Affiliates shall be liable for and there shall be no abatement of Rent for (i) any damage to Tenant's property stored with or entrusted to Affiliates of Landlord, (ii) loss of or damage to any property by theft or any other wrongful or illegal act, or (iii) any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of the Building or the Project or from the pipes, appliances, appurtenances or plumbing works therein or from the roof, street or sub-surface or from any other place or resulting from dampness or any other cause whatsoever or from the acts or omissions of other tenants, occupants or other visitors to the Building or the Project, Project or from any other cause whatsoever, (iv) any diminution or shutting off of light, air or view by any structure which may be erected on lands adjacent to the Building, whether within or outside of the Project, or (v) any latent or other defect in the Premises, the Building or the Project. In addition and without limitation to the other provisions of Subparagraphs subparagraphs (a) and (b) of this Paragraph 8, Tenant agrees that in no case shall Landlord ever be responsible or liable on any theory for any injury to Tenant's business, loss of profits, loss of income or any other form of consequential damage. Tenant shall give prompt notice to Landlord in the event of (A) the occurrence of a fire or accident in the Premises or in the Building, or (B) the discovery of any defect therein or in the fixtures or equipment thereof. (b) Tenant shall indemnify, defend (with legal counsel reasonably selected by Landlord Landlord), protect and hold Landlord and its Affiliates (including without limitation Oaktree Capital Management, L.L.C.) harmless from and against any and all claims, suits, judgementsjudgments, losses, costs, obligations, damages, expenses, interest and liabilities, including, without limitation, reasonable attorneys' fees, for any injury or damage to any person or property whatsoever arising out of or in connection with this Lease, the Premises or Tenant's ' s activities in the Project, including, without limitation, when such injury or damage has been caused in whole or in part by the act, negligence, fault or omission of Tenant, its agents, servants, contractors, employees, representatives, licensees or invitees, except for injury or damage sustained to Tenant or Tenant's agents, servants, employees, representatives, licensee or invitees in the Common Areas by reason of the active or passive gross negligence of Landlord or its Affiliatesagents, employees or contractors in the Common Areas, unless such damage is covered (or would be covered if Tenant obtained 100% insurance coverage) by insurance Tenant is required to have under this Lease or otherwise has obtained. Without limiting the foregoing, Tenant shall reimburse Landlord and its Affiliates for all expenses, damages and fines incurred or suffered by Landlord by reason of any breach, violation or non-non- performance by Tenant, its agents, servants or employees, of any covenant or as provision of this Lease, or by reason of damage to persons or property caused by moving property of or for Tenant in or out of the Building, or by the installation or removal of furniture of or other property, or by reason of carelessness, negligence or improper conduct of Tenant or its agents, employees or servants in the use or occupancy of the Premises. The provisions of this Subparagraph 8(bsubparagraph (b) shall survive the expiration or earlier termination of this Lease. (c) Tenant hereby agrees to maintain in full force and effect at all times during the term of this Lease, at its sole cost and own expense, for the protection of Tenant and Landlord, as their interests may appear, policies of insurance issued by a responsible carrier or carriers, qualified to do business in the State of California, with a financial class rating of not less than x X and a policy holder rating of not less than A in the most recent Best's Key Rating Guide and otherwise acceptable to Landlord, which afford the following coverages: (i) Comprehensive general liability insurance (or commercial general liability insurance) or such successor comparable form of coverage, coverage including blanket contractual liability, broad form property damage, independent contractor's coverage, personal injury, completed operations, products liability, cross liability and severability of interest clauses, and fire damage, written on an "occurrence" basis with coverage of not less than Five Million Dollars ($5,000,000.00) 2,000,000 combined single limit per occurrence for both bodily injury (including death) and property damage; (ii) All Risk Insurance, including, without limitation, insurance covering loss or damage resulting or arising from sprinkler leakage, in an amount sufficient to cover the full cost 90% of replacement of all improvements to the Premises (other than Building Standard Installations) and all of Tenant's fixtures and other personal property, and subject to commercially reasonable deductibles. The proceeds of such insurance shall be devoted exclusively to the replacement of the same unless this Lease shall cease and terminate pursuant to the provisions of Paragraph 9 hereof;, and (iii) Loss of income insurance in such amounts as will cover Tenant for direct or indirect loss of earnings resulting from all risks or perils customarily insured against by commercially prudent tenants, as reasonably determined by Landlord; and (iv) Workers' Worker's Compensation and Employer's Liability Insurance insurance (as required by lawLaw). (d) Tenant may, with the prior written consent of Landlord, elect to have reasonable deductibles (not to exceed One Thousand Dollars ($1,000.00)10,000) under the policy required pursuant to Subparagraph 8(c)(iisubparagraph (c)(ii). (e) Tenant shall deliver to Landlord at least thirty (30) 30 days prior to the time such insurance is first required to be carried by Tenant, and thereafter at least thirty (30) 30 days prior to expiration of each such policy, certificates of insurance evidencing the coverage required hereunder with limits not less than those specified above. Such policies of insurance shall be written as primary policies, not contributing with, and not in excess of coverage which Landlord may carry. The certificate of insurance with respect to the coverage described in Subparagraph 8(c)(isubparagraph (c) (i) above shall specifically reflect insurance of Tenant's obligations under Subparagraph 8(bsubparagraph (b) above. Such certificates shall name Landlord as an additional insured and shall expressly provide that the interest of the same therein shall not be affected by any breach by Tenant of any policy provision for which such certificates evidence coverage. Further, all certificates shall expressly provide that not less than thirty (30) 30 days' prior written notice shall be given Landlord in the event of material alteration to or to cancellation of the coverages evidenced by such certificates. If on account of the failure of Tenant to comply with the provisions of this Paragraph 8, Landlord is adjudged a co-insurer by its insurance carrier, then, in addition to all other remedies available to Landlord, any loss or damage Landlord shall sustain by reason thereof shall be borne by Tenant and shall be immediately paid by Tenant upon receipt of a xxxx therefor and evidence of such loss. (f) Upon demand, Tenant shall provide Landlord, at Tenant's sole cost and expense, with such increased amount of existing insurance and such other insurance with such limits and as Landlord may require and such other hazard insurance as the nature and condition of the Premises may require, in the opinion of Landlord, to afford Landlord adequate protection for such risks. However, in all cases such adjustments shall be based upon the requirements of an institutional lender of Landlord or otherwise reasonable and consistent with the requirements of other first-first class office projects i in the County of Orangein which the Project is located. (g) Landlord makes no representation that the insurance coverage specified to be carried by Tenant pursuant to this Paragraph 8 is adequate to protect Tenant against Tenant's undertaking under the terms of this Lease or otherwise, and in the event Tenant believes that any such insurance coverage called for under this Lease is insufficient, Tenant shall provide, at its own cost and expense, such additional insurance as Tenant deems adequate. Tenant's Proportionate Share of earthquake insurance (which shall, if purchased by Landlord, be passed through to Tenant as part of Operating Costs only) shall not exceed $5,000 annually as increased by Proportionate increases in the Consumer Price Index, All Urban Consumers, All Items, Los Angeles - Anaheim - Xxxxxxxxx, Xxxxxxxxxx (0000-00 equals 100), as published by the United States Department of Labor's Bureau of Labor Statistics, or, if unavailable, such substitute index as reasonably approximates said index. (h) If Xxxxxx Corporate Center, L.L.C., a Delaware limited liability company, shall convey the Building to an unaffiliated third party landlord, such successor Landlord (and its successors and assigns) shall agree to maintain in full force and effect at all times during the Term, as an Operating Cost, unless such Landlord has a tangible net worth of Five Million Dollars ($5,000,000), as determined under generally accepted accounting principles (exclusive of goodwill): (i) All Risk Insurance (exclusive of damage resulting or arising from sprinkler leakage, earthquake or floor (Sic.), unless Landlord in its sole discretion shall elect to carry such coverage) in an amount sufficient to cover the replacement the Building exclusive of Tenant's Alterations, improvements and personal property; and (ii) Comprehensive general liability insurance (or commercial general liability insurance) or such successor comparable form of coverage with coverage of not less than $1,000,000 combined single limit per occurrence for both bodily injury and property damage. Notwithstanding any contribution by Tenant to the cost of insurance premiums, Tenant acknowledges that it has no right to receive any proceeds from any insurance policies carried by Landlord. (i) Notwithstanding any provision of this Paragraph 8 to the contrary, in the event that Landlord's insurance policies with respect to the Premises, the Building or the Project permit a waiver of subrogation, Landlord hereby waives any and all rights of recovery against Tenant for or arising out of damage to, or destruction of, the Premises, the Building or the projectProject, from causes then included under standard fire and All Risk insurance policies with respect to the Premises permit a or endorsements; provided, however, that such waiver of subrogation shall be limited exclusively to insurance proceeds actually received by Landlord for such damage or destruction. In the event that Tenant's insurance policies with respect to the Premises permit a waiver of subrogation, Tenant waives any and all rights of recovery against Landlord for or arising out of damage to, to or destruction of, any property of Tenant, from causes then included under standard fire and All Risk insurance policies or endorsements. Tenant represents that its present insurance policies now in force permit such waiver. If at any time during the term of this Lease (i) either party shall give less than five (5) days' prior written notice to the other party certifying that any insurance carrier which has issued any such policy shall refuse to consent to the aforesaid waiver of subrogation, or (ii) such insurance carrier shall consent to such waiver only upon the payment of an additional premium (and such additional premium is not paid by the other party hereto), or (iii) such insurance carrier shall revoke a consent previously given or shall cancel or threaten to cancel any policy previously issued and then in force and effect, because of such waiver of subrogation, then, in any of such events, the waiver of subrogation contained herein shall thereupon be of no further force or effect as to the loss, damage or destruction covered by such policy. If, however, at any time thereafter, a consent to such waiver of subrogation shall be obtained without an additional premium from any existing or substitute insurance carrier, the waiver hereinabove provided for shall again become effective. (ij) Tenant shall not keep, use, sell or offer for sale in or upon the Premises any article which may be prohibited by any insurance policy periodically in force covering the Premises, the Building or the Project. Of If any of Landlord's insurance policies shall be canceled cancelled or cancellation shall be threatened or the coverage thereunder reduced or threatened to be reduced in any way because of the use of the Premises, Premises or any part thereof, thereof by Tenant or any assignee, subtenant, licensee or invitee of TenantTenant and, and if Tenant fails to remedy the condition giving rise to such cancellation, threatened cancellation, reduction of coverage, or threatened reduction of coverage, within forty-eight two (482) hours business days after notice thereof, Landlord may, at its option, either terminate this Lease or enter upon the Premises and attempt to remedy such condition, and Tenant shall promptly pay the cost thereof to Landlord as additional Rent. Landlord shall not be liable for any damage or injury caused to any property of Tenant or of others located on the Premises resulting from such entry. If Landlord is unable, or elects not to remedy such condition, then Landlord shall have all of the remedies provided for in this Lease in the event of a default by Tenant. (jk) Tenant shall not do or permit to be done any act or things upon or about the Premises of or the Building, which will (i) result in the assertion of any defense by the insurer to any claim under, (ii) invalidate, invalidate or (iii) be in conflict with, the insurance policies of Landlord or Tenant covering the Building, the Premises or fixtures and property therein, or which would increase the rate of fire insurance applicable to the Building to an amount higher than it otherwise would be; and Tenant shall neither do nor permit to be done any act or thing upon or about the Premises or the Building which shall or might subject Landlord to any liability or responsibility for injury to any person or persons or to property, ; provided that nothing in this Subparagraph Paragraph 8(j) shall prevent Tenant's use of the Premises for the purposes stated in Paragraph 6 hereof. (kl) If, as a result of any act or omission by or on the part of Tenant or violation of this Lease, whether or not Landlord has consented to the same, the rate of "All Risk" or other type of insurance maintained by Landlord on the Building and fixtures and property therein, shall be increased to an amount higher than it otherwise would be, Tenant shall reimburse Landlord for all increases of Landlord's fire insurance premiums so caused, ; such reimbursement to be Additional Rent payable within five (5) 5 days after demand therefor by Landlord. If, due to abandonment of, or failure to occupy the demised premises by Tenant, any such insurance shall be canceled by the insurance carrier, then Tenant hereby indemnities indemnifies Landlord against liability which would have been covered by such insurance. In any action or proceeding wherein Landlord and Tenant are parties, a schedule or "make-up" of rates for the Building or the Premises issued by the body making fire insurance rates or established by insurance carrier providing coverage for the Building or demised premises shall be presumptive evidence of the facts stated therein, therein including the items and charges taken into consideration in fixing the "All Risk" insurance rate then applicable to the Building or the Premises.

NONLIABILITY AND INDEMNIFICATION OF LANDLORD; INSURANCE. (a) Except for Landlord's negligence, willful misconduct or breach of this Lease, Landlord shall not be liable to Tenant, Tenant and Tenant hereby waives all claims against Landlord, its partners, officers, trustees, affiliates, directors, employees, contractors, agents and representatives (collectively, "Affiliates") Landlord for any injury or damage to any person or property occurring or incurred in connection with or in any way relating to the Premises, the Building or the Project from any cause, including, without limitation, by reason of the active or passive negligence of Landlord or its Affiliates. Without limiting the foregoing, neither Landlord nor any of its Affiliates shall be liable for and there shall be no abatement of Rent for (i) any damage to Tenant's property stored or entrusted to Affiliates of Landlord, (ii) loss of or damage to any property by theft or any other wrongful or illegal act, or (iii) any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of the Building or the Project or from the pipes, appliances, appurtenances or plumbing works therein or from the roof, street or sub-surface or from any other place or resulting from dampness or any other cause whatsoever or from the acts or omissions of other tenants, occupants or other visitors to the Building or the Project, or from any other cause whatsoever, (iv) any diminution or shutting off of light, air or view by any structure which may be erected on lands adjacent to the Building, whether within or outside of the Project, or (v) any latent or other defect in the Premises, the Building or the Project. In addition and without limitation to the other provisions of Subparagraphs (a) and (b) of this Paragraph 8, Tenant agrees that in no case shall Landlord ever be responsible or liable on any theory for any injury to Tenant's business, loss of profits, loss of income or any other form of consequential damage. Tenant shall give prompt notice to Landlord in the event of (A) the occurrence of a fire or accident in the Premises or in the Building, or (B) the discovery of any defect therein or in the fixtures or equipment thereof. (b) Tenant shall indemnify, hold Landlord harmless from and defend Landlord against any and all claims, losses, costs, damages, expenses and liabilities, including without limitation reasonable attorneys' fees, for any injury or damages to any person or property whatsoever, when such injury or damage has been caused in part or in whole by act, neglect, fault, or omission of Tenant, its agents, servants, employees or invitees or resulting from Tenant's failure to comply with any of the terms or conditions of this Lease. Landlord shall indemnify, defend and save Tenant, its partners, officers, agents, employees and contractors, harmless from all claims, suits, losses, damages, fines, penalties, liabilities and expenses (with legal counsel selected by Landlord regardless of whether such claims involve litigation), protect resulting from any actual or alleged injury (including death) of any person or from any actual or alleged loss of or damage to any property arising out of or in connection with Landlord's breach of its obligations hereunder, or any negligent or willful act or omission of Landlord or any officer, agent, employee, guest or invitee of Landlord, or of any such entity, in or about the Premises, the Building. The foregoing indemnity obligations of the parties are intended to specifically cover actions brought by the indemnifying party's own employees, and with respect to acts or omissions during the term of this Lease shall survive termination or expiration of this Lease. As between Landlord and Tenant, such indemnities arc specifically and expressly intended to constitute waivers by the indemnifying party of its immunity, if any, under Washington's Industrial Insurance Act, RCW Title 51, to the extent necessary to provide the other party with a full and complete indemnity from claims made by the indemnifying party and its employees, to the extent of their negligence. Tenant shall promptly notify Landlord of casualties or accidents occurring in or about the Premises. If losses, liabilities, damages liens, costs and expenses covered by either party's indemnity are caused by the sole negligence of the other party or by the concurrent negligence of both Landlord and Tenant, their employees, agents, invitees and licensees, then the indemnifying party shall indemnify the other only to the extent of the indemnifying party's own negligence or that of its officers, agents, employees, guests or invitees. LANDLORD AND TENANT ACKNOWLEDGE THAT THE INDEMNIFICATION PROVISIONS OF THIS PARAGRAPH 19 WERE SPECIFICALLY NEGOTIATED AND AGREED UPON BY THEM. (c) Tenant shall and does hereby assume all risk of loss or damage to furnishings, furniture, fixtures, supplies, merchandise and other property, by whomsoever owned, stored, placed or affixed in the Premises and does hereby agree, except to the extent of the negligence or willful misconduct of Landlord or its employees, agents or contractors, or Landlord's breach of its obligations under this Lease, Landlord shall not be responsible for loss or damage to any such property, and Tenant hereby agrees to indemnify, defend and hold Landlord harmless from and against any and all claimsclaims for such loss or damage, suits, judgements, losses, costs, obligations, damages, expenses, interest and liabilities, including, without limitation, reasonable including attorneys' fees, for any injury or damage to any person or property whatsoever arising out of or in connection with this Lease, the Premises or Tenant's activities in the Project, including, without limitation, when such injury or damage has been caused in whole or in part by the act, negligence, fault or omission of Tenant, its agents, servants, contractors, employees, representatives, licensees or invitees, or by reason of the active or passive negligence of Landlord or its Affiliates. Without limiting the foregoing, Tenant shall reimburse Landlord for all expenses, damages and fines incurred or suffered by Landlord by reason of any breach, violation or non-performance by Tenant, its agents, servants or employees, of any covenant or provision of this Lease, or by reason of damage to persons or property caused by moving property of or for Tenant in or out of the Building, or by the installation or removal of furniture of other property, or by reason of carelessness, negligence or improper conduct of Tenant or its agents, employees or servants in the use or occupancy of the Premises. The provisions of this Subparagraph 8(b) shall survive the expiration or earlier termination of this Lease. (cd) Tenant hereby agrees to maintain in full force and effect at all times during the term of this Lease, Lease Term and at its sole Tenant's cost and expense, for the protection of Tenant and Landlord, as their interests may appear, policies of insurance issued by a responsible carrier or carriers, qualified to do business described in the State of California, with a financial class rating of not less than x and a policy holder rating of not less than A in the most recent Best's Key Rating Guide and otherwise acceptable to Landlord, which afford the following coverages: (i) Comprehensive general liability insurance (or commercial general liability insurance) or such successor comparable form of coverage, including blanket contractual liability, broad form property damage, independent contractor's coverage, personal injury, completed operations, products liability, cross liability and severability of interest clauses, and fire damage, written on an "occurrence" basis with coverage of not less than Five Million Dollars ($5,000,000.00) combined single limit per occurrence for both bodily injury (including death) and property damage; (ii) All Risk Insurance, including, without limitation, insurance covering loss or damage resulting or arising from sprinkler leakage, in an amount sufficient to cover the full cost of replacement of all improvements to the Premises (other than Building Standard Installations) and all of Tenant's fixtures and other personal property. The proceeds of such insurance shall be devoted exclusively to the replacement of the same unless this Lease shall cease and terminate pursuant to the provisions of Paragraph 9 hereof; (iii) Loss of income insurance in such amounts as will cover Tenant for direct or indirect loss of earnings resulting from all risks or perils customarily insured against by commercially prudent tenants, as reasonably determined by Landlord; and (iv) Workers' Compensation and Employer's Liability Insurance (as required by law19(d). (d) Tenant may, with the prior written consent of Landlord, elect to have reasonable deductibles (not to exceed One Thousand Dollars ($1,000.00)) under the policy required pursuant to Subparagraph 8(c)(ii). (e) Tenant shall deliver to Landlord at least thirty (30) days prior to the time such insurance is first required to be carried by Tenant, and thereafter at least thirty (30) days prior to expiration of each such policy, certificates of insurance evidencing the coverage required hereunder with limits not less than those specified above. Such policies of insurance shall be written as primary policies, not contributing with, and not in excess of coverage which Landlord may carry. The certificate of insurance with respect to the coverage described in Subparagraph 8(c)(i) above shall specifically reflect insurance of Tenant's obligations under Subparagraph 8(b) above. Such certificates shall name Landlord as an additional insured and shall expressly provide that the interest of the same therein shall not be affected by any breach by Tenant of any policy provision for which such certificates evidence coverage. Further, all certificates shall expressly provide that not less than thirty (30) days' prior written notice shall be given Landlord in the event of material alteration or to cancellation of the coverages evidenced by such certificates. If on account of the failure of Tenant to comply with the provisions of this Paragraph 8, Landlord is adjudged a co-insurer by its insurance carrier, then, in addition to all other remedies available to Landlord, any loss or damage Landlord shall sustain by reason thereof shall be borne by Tenant and shall be immediately paid by Tenant upon receipt of a xxxx therefor and evidence of such loss. (f) Upon demand, Tenant shall provide Landlord, at Tenant's sole cost and expense, with such increased amount of existing insurance and such other insurance with such limits and Landlord may require and such other hazard insurance as the nature and condition of the Premises may require, in the opinion of Landlord, to afford Landlord adequate protection for such risks. However, in all cases such adjustments shall be based upon the requirements of an institutional lender of Landlord or otherwise reasonable and consistent with the requirements of other first-class office projects i the County of Orange. (g) Landlord makes no representation that the insurance coverage specified to be carried by Tenant pursuant to this Paragraph 8 is adequate to protect Tenant against Tenant's undertaking under the terms of this Lease or otherwise, and in the event Tenant believes that any such insurance coverage called for under this Lease is insufficient, Tenant shall provide, at its own cost and expense, such additional insurance as Tenant deems adequate. (h) Notwithstanding any provision of this Paragraph 8 to the contrary, in the event that Landlord's insurance policies with respect to the Premises, the Building or the Project permit a waiver of subrogation, Landlord hereby waives any and all rights of recovery against Tenant for or arising out of damage to, or destruction of, the Premises, the Building or the project, from causes then included under standard fire and All Risk insurance policies with respect to the Premises permit a waiver of damage or destruction. In the event that Tenant's insurance policies with respect to the Premises permit a waiver of subrogation, Tenant waives any and all rights of recovery against Landlord for or arising out of damage to, or destruction of, any property of Tenant, from causes then included under standard fire and All Risk insurance policies or endorsements. Tenant represents that its present insurance policies now in force permit such waiver. If at any time during the term of this Lease (i) either party shall give less than five (5) days' prior written notice to the other party certifying that any insurance carrier which has issued any such policy shall refuse to consent to the aforesaid waiver of subrogation, or (ii) such insurance carrier shall consent to such waiver only upon the payment of an additional premium (and such additional premium is not paid by the other party hereto), or (iii) such insurance carrier shall revoke a consent previously given or shall cancel or threaten to cancel any policy previously issued and then in force and effect, because of such waiver of subrogation, then, in any of such events, the waiver of subrogation contained herein shall thereupon be of no further force or effect as to the loss, damage or destruction covered by such policy. If, however, at any time thereafter, a consent to such waiver of subrogation shall be obtained without an additional premium from any existing or substitute insurance carrier, the waiver hereinabove provided for shall again become effective. (i) Tenant shall not keep, use, sell or offer for sale in or upon the Premises any article which may be prohibited by any insurance policy periodically in force covering the Premises, the Building or the Project. Of any of Landlord's insurance policies shall be canceled or cancellation shall be threatened or the coverage thereunder reduced or threatened to be reduced in any way because of the use of the Premises, or any part thereof, by Tenant or any assignee, subtenant, licensee or invitee of Tenant, and if Tenant fails to remedy the condition giving rise to such cancellation, threatened cancellation, reduction of coverage, or threatened reduction of coverage, within forty-eight (48) hours after notice thereof, Landlord may, at its option, either terminate this Lease or enter upon the Premises and attempt to remedy such condition, and Tenant shall promptly pay the cost thereof to Landlord as additional Rent. Landlord shall not be liable for any damage or injury caused to any property of Tenant or of others located on the Premises resulting from such entry. If Landlord is unable, or elects not to remedy such condition, then Landlord shall have all of the remedies provided for in this Lease in the event of a default by Tenant. (j) Tenant shall not do or permit to be done any act or things upon or about the Premises of the Building, which will (i) result in the assertion of any defense by the insurer to any claim under, (ii) invalidate, or (iii) be in conflict with, the insurance policies of Landlord or Tenant covering the Building, the Premises or fixtures and property therein, or which would increase the rate of fire insurance applicable to the Building to an amount higher than it otherwise would be; and Tenant shall neither do nor permit to be done any act or thing upon or about the Premises or the Building which shall or might subject Landlord to any liability or responsibility for injury to any person or persons or to property, provided that nothing in this Subparagraph 8(j) shall prevent Tenant's use of the Premises for the purposes stated in Paragraph 6 hereof. (k) If, as a result of any act or omission by or on the part of Tenant or violation of this Lease, whether or not Landlord has consented to the same, the rate of "All Risk" or other type of insurance maintained by Landlord on the Building and fixtures and property therein, shall be increased to an amount higher than it otherwise would be, Tenant shall reimburse Landlord for all increases of Landlord's fire insurance premiums so caused, such reimbursement to be Additional Rent payable within five (5) days after demand therefor by Landlord. If, due to abandonment of, or failure to occupy the demised premises by Tenant, any such insurance shall be canceled by the insurance carrier, then Tenant hereby indemnities Landlord against liability which would have been covered by such insurance. In any action or proceeding wherein Landlord and Tenant are parties, a schedule or "make-up" of rates for the Building or the Premises issued by the body making fire insurance rates or established by insurance carrier providing coverage for the Building or demised premises shall be presumptive evidence of the facts stated therein, including the items and charges taken into consideration in fixing the "All Risk" insurance rate then applicable to the Building or the Premises.

NONLIABILITY AND INDEMNIFICATION OF LANDLORD; INSURANCE. (a) Landlord shall not be liable to Tenant, Tenant and Tenant hereby waives all claims against Landlord, its partners, officers, trustees, affiliates, directors, employees, contractors, agents and representatives (collectively, "Affiliates") for any injury or damage to any person or property occurring or incurred in connection with or in any way relating to the Premises, the Building or the Project from any cause, including, without limitation, by reason of the active or passive negligence of Landlord or its Affiliates, but subject to Paragraph 20(i) below. Without limiting the foregoing, neither Landlord nor any of its Affiliates shall be liable for and there shall be no abatement of Rent for (i) any damage to Tenant's property stored with or entrusted to Affiliates of Landlord, (ii) loss of or damage to any property by theft or any other wrongful or illegal act, or (iii) any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of the Building or the Project or from the pipes, appliances, appurtenances or plumbing works therein or from the roof, root street or sub-surface or from any other place or resulting from dampness or any other cause whatsoever or from the acts or omissions of other tenants, occupants or other visitors to the Building or the Project, or from any other cause whatsoever, (iv) any diminution or shutting off of light, air or view by any structure which may be erected on lands adjacent to the Building, whether within or outside of the Project, or (v) any latent or other defect in the Premises, the Building or the Project. In addition and without limitation to the other provisions of Subparagraphs (a) and (b) of this Paragraph 8, Tenant agrees that in no case shall Landlord ever be responsible or liable on any theory for any injury to Tenant's business, loss of profits, loss of income or any other form of consequential damage. Tenant shall give prompt notice to Landlord in the event of (A) the occurrence of a fire or accident in the Premises or in the Building, or (B) the discovery of any defect therein or in the fixtures or equipment thereof. The foregoing limitation on liability shall not apply to any third party claim for personal injury or damage to property made against the Tenant, which arises from the sole negligent acts or omissions of Landlord or its Affiliates accruing prior to the Commencement Date. (b) Tenant shall indemnifyindemnity, defend (with legal counsel selected by Landlord Landlord), protect and hold Landlord harmless from and against any and all claims, suits, judgementsjudgments, losses, costs, obligations, damages, expenses, interest and liabilities, including, without limitation, reasonable attorneys' fees, for any injury or damage to any person or property whatsoever arising out of or in connection with this Lease, the Premises or Tenant's Tenants activities in the Project, including, without limitation, when such injury or damage has been caused in whole or in part by the act, negligence, fault or omission of Tenant, its agents, servants, contractors, employees, representatives, licensees or invitees, or by reason of the active or passive negligence of Landlord or its Affiliatesbut subject to Paragraph 20(i)below. Without limiting the foregoing, Tenant shall reimburse Landlord for all expenses, damages and fines incurred or suffered by Landlord by reason of any breach, violation or non-performance by Tenant, its agents, servants or employees, of any covenant or provision of this Lease, or by reason of damage to persons or property caused by moving property of or for Tenant in or out of the Building, or by the installation or removal of furniture of or other property, or by reason of carelessness, negligence or improper conduct of Tenant or its agents, employees or servants in the use or occupancy of the Premises. The provisions of this Subparagraph 8(b) shall survive the expiration or earlier termination of this Lease. (c) Tenant hereby agrees to maintain in full force and effect at all times during the term of this Lease, at its sole cost and expense, for the protection of Tenant and Landlord, as their interests may appear, policies of insurance issued by a responsible carrier or carriers, qualified to do business in the State of California, with a financial class rating of not less than x X and a policy holder rating of not less than A in the most recent Best's Bests Key Rating Guide and otherwise acceptable to Landlord, which afford the following coverages: (i) Comprehensive general liability insurance (or commercial general liability insuranceInsurance) or such successor comparable form of coverage, including blanket contractual liability, broad form property damage, independent contractorcontract's coverage, personal injury, completed operations, products product liability, cross liability and severability of interest clauses, and fire damage, written on an "*occurrence" basis with coverage of not less than Five Million Dollars ($5,000,000.00) combined single limit per occurrence for both bodily injury (including death) and property damage; (ii) All Risk Insurance, including, without limitation, insurance covering loss or damage resulting or arising from sprinkler leakage, in an amount sufficient to cover the full cost of replacement of all improvements to the Premises (other than Building Standard Installations) and all of Tenant's fixtures and other personal property. The proceeds of such insurance shall be devoted exclusively to the replacement of the same unless this Lease shall cease and terminate pursuant to the provisions of Paragraph 9 hereof;; and (iii) Loss of income insurance in such amounts as will cover Tenant for direct or indirect loss of earnings resulting from all risks or perils customarily insured against by commercially prudent tenants, as reasonably determined by Landlord; and (iv) Workers' Workers Compensation and Employer's Employers Liability Insurance (as required by law). (d) Tenant may, with the prior written consent of Landlord, elect to have reasonable deductibles (not to exceed One Ten Thousand Dollars ($1,000.0010,000.00)) under the policy required pursuant to Subparagraph 8(c)(ii). (e) Tenant shall deliver to Landlord at least thirty (30) days prior to the time such insurance is first required to be carried by Tenant, and thereafter at least thirty (30) days prior to expiration of each such policy, certificates of insurance evidencing the coverage required hereunder with limits not less than those specified above. Such policies of insurance shall be written as primary policies, not contributing with, and not in excess of coverage which Landlord may carry. The certificate of insurance with respect to the coverage described in Subparagraph 8(c)(i) above shall specifically reflect insurance of Tenant's obligations under Subparagraph 8(b) above. Such certificates shall name Landlord as an additional insured and shall expressly provide that the interest of the same therein shall not be affected by any breach by Tenant of any policy provision for which such certificates evidence coverage. Further, all certificates shall expressly provide that not less than thirty (30) days' prior written notice shall be given Landlord in the event of material alteration to or to cancellation of the coverages evidenced by such certificates. If on account of the failure of Tenant to comply with the provisions of this Paragraph 8, Landlord is adjudged a co-insurer by its insurance carrier, then, in addition to all other remedies available to Landlord, any loss or damage Landlord shall sustain by reason thereof shall be borne by Tenant and shall be immediately paid by Tenant upon receipt of a xxxx therefor and evidence of such loss. (f) Upon demand, Tenant shall provide Landlord, at Tenant's Tenants sole cost and expense, with such increased amount of existing insurance and such other insurance with such limits and as Landlord may require and such other hazard insurance as the nature and condition of the Premises may require, . in the opinion of Landlord, to afford Landlord adequate protection for such risks. However, in all cases such adjustments shall be based upon the requirements of an institutional lender of Landlord or otherwise reasonable and consistent with the requirements of other first-first class office projects i in the County of Orange. (g) Landlord makes no representation that the insurance coverage specified to be carried by Tenant pursuant to this Paragraph 8 S is adequate to protect Tenant against Tenant's undertaking under the terms of this Lease or otherwise, and in the event Tenant believes that any such insurance coverage called for under this Lease is insufficient, insufficient Tenant shall provide, at its own cost and expense, such additional insurance as Tenant deems adequate. (h) Notwithstanding any provision of this Paragraph 8 to the contrary, in the event that Landlord's insurance policies with respect to the Premises, the Building or the Project permit a waiver of subrogation, Landlord hereby waives any and all rights of recovery against Tenant for or arising out of damage to, or destruction of, ; the Premises, the Building or the project, Project from causes then included under standard fire and All Risk insurance policies with respect to the Premises permit a or endorsements; provided, however, that such waiver of subrogation shall be limited exclusively to insurance proceeds actually received by Landlord for such damage or destruction. In the event that Tenant's insurance policies with respect to the Premises permit a waiver of subrogation, Tenant hereby waives any and all rights of recovery against Landlord for or arising out of damage to, or destruction of, of any property of Tenant, from causes then included under standard fire and All Risk insurance policies or endorsements. Tenant represents that its present insurance policies now in force permit such waiver. If at any time during the term of this Lease (i) either party shall give less than five (5) days' prior written notice to the other party certifying that any insurance carrier which has issued any such policy shall refuse to consent to the aforesaid waiver of subrogation, or (ii) such insurance carrier shall consent to such waiver only upon the payment of an additional premium (and such additional premium is not paid by the other party hereto), or (iii) such insurance carrier shall revoke a consent previously given or shall cancel or threaten to cancel any policy previously issued and then in force and effect, because of such waiver of subrogation, then, in any of such events, the waiver of subrogation contained herein shall thereupon be of no further force or effect as to the loss, damage or destruction covered by such policy. If, It however, at any time thereafter, a consent to such waiver of subrogation shall be obtained without an additional premium from any existing or substitute insurance carrier, the waiver hereinabove provided for shall again become effective. Nothing contained herein shall abrogate or limit Tenant's waiver and indemnity contained in Subparagraphs 8(a) and 8(b). (i) Tenant shall not keep, use, sell or offer for sale in or upon the Premises any article article, which may be prohibited by any insurance policy periodically in force covering the Premises, the Building or the Project. Of If any of Landlord's insurance policies shall be canceled cancelled or cancellation shall be threatened or the coverage thereunder reduced or threatened to be reduced in any way because of the a non-permitted use of the Premises, or any part thereof, thereof by Tenant or any assignee, subtenant, licensee or invitee of TenantTenant and, and if Tenant fails to remedy the condition giving rise to such cancellation, threatened cancellation, reduction of coverage, or threatened reduction of coverage, within forty-such time period as Landlord determines is reasonably sufficient to prevent cancellation of coverage as set forth in said notice, or if such coverage has been cancelled within forty eight (48) hours after notice thereof, thereof Landlord may, at its option, either terminate this Lease or enter upon the Premises and attempt to remedy such condition, and Tenant shall promptly pay the cost thereof to Landlord as additional Rent. Landlord shall not be liable for any damage or injury caused to any property of Tenant or of others located on the Premises resulting from such entry. If Landlord is unable, or elects not to remedy such condition, then Landlord shall have all of the remedies provided for in this Lease in the event of a default by Tenant. (j) Tenant shall not do or permit to be done any act or things upon or about the Premises of or the Building, which will (i) result in the assertion of any defense by the insurer to any claim under, (ii) invalidate, or (iii) be in conflict with, the insurance policies of Landlord or Tenant covering the Building, the Premises or fixtures and property therein, or which would increase the rate of fire insurance applicable to the Building to an amount higher than it otherwise would be; and Tenant shall neither do nor permit to be done any act or thing upon or about the Premises or the Building which shall or might subject Landlord to any liability or responsibility for injury to any person or persons or to property, provided that nothing in this Subparagraph 8(j) Paragraph 8 shall prevent Tenant's or limit Tenants use of the Premises for the purposes stated in Paragraph 6 hereof. (k) If, It as a result of any act or omission by or on the part of Tenant or violation of this Lease, whether or not Landlord has consented to the same, the rate of "All Risk" or other type of insurance maintained by Landlord on the Building and fixtures and property therein, shall be increased to an amount higher than it otherwise would be, Tenant shall reimburse Landlord for all increases of Landlord's fire insurance premiums so caused, such reimbursement to be Additional Rent payable within five (5) days after demand therefor by Landlord. If. (l) Landlord shall provide any or all of the following types of insurance, due to abandonment of, or failure to occupy the demised premises with commercially reasonable deductibles as determined by Tenant, any such insurance shall be canceled by the insurance carrier, then Tenant hereby indemnities Landlord against liability which would have been covered by such insurance. In any action or proceeding wherein Landlord and Tenant are partiesin amounts and coverages as may be determined by Landlord in its discretion: "all risk" property insurance subject to standard exclusions, a schedule or "make-up" of rates for covering the Building or the Premises issued Project, and such other risks as Landlord or its mortgagees may from time to time deem appropriate; and commercial general liability coverage. Landlord shall not be required to carry insurance of any kind on Tenants alterations, trade fixtures, furnishings, equipment interior plate glass, signs and all other items of personal property and alterations, and shall not be obligated to repair or replace that property should damage occur. All proceeds of insurance maintained by the body making fire insurance rates or established by insurance carrier providing coverage for Landlord upon the Building or demised premises and the Project shall be presumptive evidence the property of the facts stated thereinLandlord, including the items and charges taken into consideration in fixing the "All Risk" insurance rate then applicable whether or not Landlord is obligated to the Building or the Premiseselects to make any repairs.