Common use of OWNER'S AGREEMENTS Clause in Contracts

OWNER'S AGREEMENTS. 3.1 Owner, at its option, may pay directly all of the following charges relating to the Premises: taxes, special assessments, ground rents, insurance premiums (other than premiums arising out of Section 2.1(b) for which Property Manager is responsible), and mortgage payments. If Owner does not elect to make any or all of said payments, Property Manager shall do so out of the Bank Account, if so directed in writing by Owner. 3.2 Owner shall self-insure or, at its option, require Property Manager to coordinate the placement of property insurance upon the Premises including both liability and all risk property insurance and shall look first to such insurance or self-insurance for indemnity against any loss or damage to the Premises or to any tenant insurance, except in the case of Property Manager's negligence (when Property Manager is acting outside of the scope of its employment or in violation of this Agreement), gross negligence or willful misconduct, or as otherwise provided herein. To the extent that policies shall be procured, Owner shall obtain waivers of subrogation in favor of Property Manager under such policies. Property Manager shall be an insured as real estate manager on Owner's liability policy. 3.3 With respect to liabilities arising out of the use and operation of the Premises and arising under this Agreement except for liabilities arising out of section 2.1(b), Owner shall indemnify and save harmless Property Manager from and against all claims, losses and liabilities (including, without limitation, all costs and attorneys fees and expenses incurred in connection therewith) resulting from damage to property or injury to, or death of, persons, defamation and false arrest (including, but not limited to, the property and persons of the parties hereto and their agents, contractors, subcontractors and employees), occasioned by or arising out of, acts or omissions (other than criminal acts), of (i) Property Manager (except in the case of Property Manager's negligence when Property Manager is acting outside of the scope of its employment or in violation of this Agreement), gross negligence or willful misconduct, or (ii) Owner or Owner's agents, employees, contractors or subcontractors. Nothing contained in this Section 3.3 shall be construed as creating or evidencing an employment relationship between Owner and any or all persons employed or utilized by Property Manager pursuant to Section 2.1(b) for the operation and maintenance of the Premises.

OWNER'S AGREEMENTS. 3.1 Owner, at its option, may pay directly all of the following charges relating to the Premises: taxes, special assessments, ground rents, insurance premiums (other than premiums arising out of Section 2.1(b2.1 (b) for which Property Manager is responsible), and mortgage payments. If Owner does not elect to make any or all of said payments, Property Manager shall do so out of the Bank Account, if so directed in writing by Owner. 3.2 Owner shall self-insure or, at its option, require Property Manager to coordinate the placement of property insurance upon the Premises including both liability and all risk property insurance and shall look first to such insurance or self-insurance for indemnity against any loss or damage to the Premises or to any tenant insurance, except in the case of Property Manager's negligence (when Property Manager is acting outside of the scope of its employment or in violation of this Agreement), gross negligence or willful misconduct, or as otherwise provided herein. To the extent that policies shall be procured, Owner shall obtain waivers of subrogation in favor of Property Manager under such policies. Property Manager shall be an insured as real estate manager on Owner's liability policy. 3.3 With respect to liabilities arising out of the use and operation of the Premises and arising under this Agreement except for liabilities arising out of section 2.1(b), Owner shall indemnify and save harmless Property Manager from and against all claims, losses and liabilities (including, without limitation, limitations all costs and attorneys attorney's fees and expenses incurred in connection therewith) resulting from damage to property or injury to, or death of, persons, defamation and false arrest (including, but not limited to, the property and persons of the parties hereto and their agents, contractors, subcontractors and employees), occasioned by or arising out of, acts or omissions (other than criminal acts), of (i) Property Manager (except in the case of Property Manager's negligence when Property Manager is acting outside of the scope of its employment or in violation of this Agreement), gross negligence or willful misconduct, or (ii) Owner or Owner's agents, employees, contractors or subcontractors. Nothing contained in this Section 3.3 shall be construed as creating or evidencing an employment relationship between Owner and any or all persons employed or utilized by Property Manager pursuant to Section 2.1(b) for the operation and maintenance of the Premises.

OWNER'S AGREEMENTS. 3.1 Owner, at its option, may pay directly all of the following charges relating to the Premises: taxes, special assessments, ground rents, insurance premiums (other than premiums arising out of Section 2.1(b) for which Property Manager is responsible), and mortgage payments. If Owner does not elect to make any or all of said paymentsmakes such election, Property Manager Agent shall do so out advise Owner of the Bank Accountdue dates of such taxes assessments, if insurance premiums and mortgage payments. Otherwise, Agent shall make such payments promptly so directed in writing by Owneras to avoid late fees, penalties or other charges. 3.2 At Owner's option, Owner shall self-insure or, at its option, require Property Manager to coordinate the placement of property or carry insurance upon the Premises including both liability and all risk property insurance and shall look first solely to such insurance or self-insurance for indemnity against any loss or damage to the Premises or to any tenant insurancePremises, except to the extent provided in the case of Property Manager's negligence (when Property Manager is acting outside of the scope of its employment or in violation Section 3.3 of this Agreement), gross negligence or willful misconduct, or as otherwise provided herein. To the extent that policies shall be procured, Owner shall obtain waivers of subrogation in favor of Property Manager against the Agent under all such policies. Property Manager Owner shall provide and maintain at Owner's sole cost and expense commercial general liability insurance, including bodily injury, contractual liability (with respect to the indemnity set forth in Section 3.3 hereof) and broad form property damage liability, in connection with the ownership, use and occupancy of the Premises, in the amount of not less that $100,000,000. Agent shall be named in the commercial general liability policies as an additional insured, with a restrictive endorsement, which means Agent is an additional insured as real estate manager on Owner's liability policywith respect to the locations specified in this Agreement only. 3.3 With respect to liabilities arising out of the use and operation of the Premises and arising under this Agreement except for liabilities arising out of section 2.1(b)Except as herein expressly provided, Owner shall agrees to indemnify and save harmless Property Manager Agent and its shareholders, directors, officers and employees from and against all claims, losses and liabilities resulting from: (including, without limitation, all costs and attorneys fees and expenses incurred in connection therewithi) resulting from damage to property or injury to, or death of, personspersons from any cause whatsoever when Agent's intent is as to carrying out the provisions of this Agreement or acting under the direction of Owner in or about the Premises; (ii) claims for personal injury, including but not limited to defamation and false arrest arrest, when Agent is carrying out the provisions of this Agreement or acting under the direction of Owner, and (including, but not limited to, the property and persons of the parties hereto and their agents, contractors, subcontractors and employees), iii) claims occasioned by or in connection with or arising out of, of acts or omissions (omissions, other than criminal acts), of of the Agent when Agent's intent is as to carrying out the provisions of this Agreement or acting under the direction of Owner and to defend or cause to be defended, at no expense to Agent or such persons, any claim, action or proceeding brought against Agent or such persons or Agent and Owner, jointly or severally, arising out of the foregoing, and to hold Agent and such persons harmless from any judgment, loss or settlement on account thereof. Nothwithstanding the foregoing, Owner shall not be responsible for indemnifying or defending Agent and Agent agrees to indemnify and save harmless Owner and its shareholders, directors, officers and employees, from and against claims, losses and liabilities resulting from (i) Property Manager any acts or omissions that constitute gross negligence, misconduct or fraud on the part of Agent, its employees or contractors, (except in the case of Property Manager's negligence when Property Manager is acting ii) any acts or omissions that are outside of the scope of its employment Agent's authority or in violation of responsibility under this Agreement, and (iii) the default by Agent under this Agreement (collectively, clauses (i), gross negligence or willful misconduct, or (ii) and (iii) are hereinafter referred to as "Agent Indemnification Events"). Notwithstanding the foregoing, Agent shall not be responsible for indemnifying or defending Owner in respect of any matter, claim or liability which is covered by any commercial general liability insurance policies carried by Owner and under which Agent is named as an additional insured unless such matter, claim or liability arises from Agent Indemnification Events. In the event of such Agent Indemnification Events, Agent shall indemnify and defend Owner as provided above and shall look to Agent's own insurance, not Owner's agentspolicy of insurance in which Agent is named as an additional insured, employees, contractors or subcontractors. Nothing contained in this Section 3.3 shall be construed as creating or evidencing an employment relationship between the primary insurance with respect to such acts of Agent without right of contribution from Owner's insurance except to the extent Owner and any or all persons employed or utilized by Property Manager pursuant to Section 2.1(b) for the operation and maintenance of the Premises.has been contributorily

OWNER'S AGREEMENTS. 3.1 Owner, at its option, may pay directly all of the following charges relating to the Premises: taxes, special assessments, ground rents, insurance premiums (other than premiums arising out of Section 2.1(b) for which Property Manager is responsible), and mortgage payments. If Owner does not elect to make any or all of said paymentsmakes such election, Property Manager Agent shall do so out advise Owner of the Bank Accountdue dates of such taxes assessments, if so directed in writing by Ownerinsurance premiums and mortgage payments. 3.2 Owner shall self-insure or, at its option, require Property Manager to coordinate the placement of property carry insurance upon the Premises including both liability and all risk property insurance and shall look first solely to such insurance or self-insurance for indemnity against any loss or damage to the Premises or Premises, and to any tenant insurance, except in the case of Property Manager's negligence (when Property Manager is acting outside of the scope of its employment or in violation of this Agreement), gross negligence or willful misconduct, or as otherwise provided herein. To the extent that policies shall be procured, Owner shall obtain waivers of subrogation in favor of Property Manager subrogations against the Agent under such policiespolicies if available at no additional cost to Owner. Property Manager Owner shall provide and maintain at Owner's sole cost and expense public liability insurance, including bodily injury, contractual liability (with respect to the indemnity set forth in Section 3.3 hereof) and broad form property damage liability, in connection with the ownership, use and occupancy of the Premises, in the amount of not less than $100,000,000. Agent shall be named in the public liability policies as an insured as real estate manager on Owner's liability policyadditional insured. 3.3 With respect Owner agrees to liabilities arising out of the use and operation of the Premises and arising under this Agreement except for liabilities arising out of section 2.1(b), Owner shall indemnify and save harmless Property Manager Agent and its shareholders, directors, officers and employees from and against all claims, losses and liabilities resulting from: (including, without limitation, all costs and attorneys fees and expenses incurred in connection therewithi) resulting from damage to property or injury to, or death of, persons, persons from any cause whatsoever when Agent is carrying out the provisions of this Agreement or acting under the direction of Owner in or about the Premises; (ii) claims for defamation and false arrest when Agent is carrying out the provisions of this Agreement or acting under the direction of Owner, and (including, but not limited to, the property and persons of the parties hereto and their agents, contractors, subcontractors and employees), iii) claims occasioned by or in connection with or arising out of, of acts or omissions (omissions, other than criminal acts), of (i) Property Manager of the Agent when Agent is carrying out the provisions of this Agreement or acting under the direction of Owner (except in the case cases of Property ManagerAgent's willful misconduct or gross negligence when Property Manager is acting outside and to defend or cause to be defended, at no expense to Agent or such persons, any claim, action or proceeding brought against Agent or such persons or Agent and Owner, jointly or severally, arising out of the scope foregoing, and to hold Agent and such persons harmless from any judgment, loss or settlement on account thereof. Notwithstanding the foregoing, Owner shall not be responsible for indemnifying or defending Agent or such persons in respect of its employment any matter, claim or liability in respect of which Agent is obligated to indemnify Owner as provided in the following sentence. Agent agrees to indemnify and save harmless Owner from and against all claims, losses and liabilities resulting from injury to, or death of, persons in or about the Premises or for defamation and false arrest in each case caused in whole or in violation of this Agreement), part by the willful misconduct or gross negligence of Agent, and to defend, at no expense to Owner, any claim, action or willful misconduct, or (ii) proceeding brought against Owner or Owner's agents, employees, contractors or subcontractors. Nothing contained in this Section 3.3 shall be construed as creating or evidencing an employment relationship between Owner and any Agent, jointly or all persons employed or utilized by Property Manager pursuant to Section 2.1(b) for the operation and maintenance severally, arising out of the Premisesforegoing, and to hold Owner harmless from any judgments, loss or settlement on account thereof.

OWNER'S AGREEMENTS. 3.1 Owner, at its option, may pay directly all of the following charges relating to the Premises: taxes, special assessments, ground rents, insurance premiums (other than premiums arising out of Section 2.1(b) for which Property Manager is responsible), and mortgage payments. If Owner does not elect to make any or all of said paymentsmakes such election, Property Manager Agent shall do so out advise Owner of the Bank Accountdue dates of such taxes assessments, if so directed in writing by Ownerinsurance premiums and mortgage payments. 3.2 Owner shall self-insure or, at its option, require Property Manager bear the cost of all premiums relating to coordinate the placement of property insurance upon the Premises including both liability and all risk property insurance and procured by Agent for Owner pursuant to Section 2.2 hereof. Owner shall look first solely to such insurance or self-insurance for indemnity against any loss or damage to the Premises or to any tenant insurance, except in the case of Property Manager's negligence (when Property Manager is acting outside of the scope of its employment or in violation of this Agreement), gross negligence or willful misconduct, or as otherwise provided herein. To the extent that policies shall be procured, Owner and shall obtain waivers of subrogation in favor of Property Manager against the Agent under such policies. Property Manager shall be an insured as real estate manager on policies if available at no additional cost to Owner's liability policy. 3.3 With respect to liabilities arising out Except in cases of the use and operation of the Premises and arising under this Agreement except for liabilities arising out of section 2.1(b)Agent's willful misconduct or gross negligence, Owner shall agrees to indemnify and save harmless Property Manager Agent and its partners (and the shareholders, trustees and officers thereof) and employees from and against all claims, losses and liabilities resulting from: (including, without limitation, all costs and attorneys fees and expenses incurred in connection therewithi) resulting from damage to property or injury to, or death of, persons, persons from any cause whatsoever when Agent is carrying out the provisions of this Agreement or acting under the direction of Owner in or about the Premises; (ii) claims for defamation and false arrest when Agent is carrying out the provisions of this Agreement or acting under the direction of Owner; and (including, but not limited to, the property and persons of the parties hereto and their agents, contractors, subcontractors and employees), iii) claims occasioned by or in connection with or arising out of, of acts or omissions (omissions, other than criminal acts), of (i) Property Manager (except of the Agent when Agent is carrying out the provisions of this Agreement or acting under the direction of Owner, and to defend or cause to be defended, at no expense to Agent or such persons, any claim, action or proceeding brought against Agent or such persons or Agent and Owner, jointly or severally, arising out of the foregoing, and to hold Agent and such persons harmless from any judgment, loss or settlement on account thereof. Notwithstanding the foregoing, Owner shall not be responsible for indemnifying or defending Agent or such persons in respect of any matter, claim or liability in respect of which Agent is obligated to indemnify Owner as provided in the following sentence. Agent agrees to indemnify and save harmless Owner from and against all claims, losses and liabilities resulting from injury to, or death of, persons in or about the Premises or for deformation and false arrest in each case caused in whole or in part by the willful misfeasance or gross negligence of Property Manager's negligence when Property Manager is acting outside Agent, and to defend, at no expense to Owner, any claim, action or proceeding brought against Owner or Owner and Agent, jointly or severally, arising out of the scope foregoing, and to hold Owner harmless from any judgments, loss or settlement on account thereof. Notwithstanding the foregoing, Agent shall not be responsible for indemnifying or defending Owner in respect of its employment any matter, claim or in violation liability which is covered by any public liability insurance policies carried by Owner and under which Agent is named as an additional insured. The indemnification obligations of this Agreement), gross negligence or willful misconduct, or (ii) Owner or Owner's agents, employees, contractors or subcontractors. Nothing contained in and Agent under this Section 3.3 shall in each case be construed conditioned upon (a) prompt notice from the other party after such party learns of any claim or basis therefor which is covered by such indemnity, (b) such party's not taking any steps which would bar Owner or Agent, as creating the case may be, from obtaining recovery under applicable insurance policies or evidencing an employment relationship between would prejudice the defense of the claim in question, and (c) such party's taking of all necessary steps which if not taken would result in Owner and any or all persons employed Agent, as the case may be, being barred from obtaining recovery under applicable insurance policies or utilized by Property Manager pursuant would prejudice the defense of the claim in question. The provisions of this Section 3.3 shall survive the expiration or termination of this Agreement. 3.4 Owner shall provide such office space on the Premises as may be necessary for Agent to Section 2.1(b) properly perform its functions under this Agreement. Agent shall not be required to pay for utilities, telephone service or rent for the operation office area on the Premises occupied by Agent. Agent shall have the right to use the fixtures, furniture, furnishings and maintenance equipment, if any, which are the property of Owner in said office space. Owner shall also provide space on the Premises for use as community rooms and information and service centers where the use of such space is determined by Owner to be in the best interest of the Premises. All income derived from the utilization and/or operation of such community rooms and/or information or service centers shall belong to the Owner and all expenses relating thereto shall be borne by Owner. 3.5 Except as otherwise provided in this Agreement, everything done by Agent in the performance of its obligations under this Agreement and all expenses incurred pursuant hereto shall be for and on behalf of Owner and for its account. Except as otherwise provided herein, all debts and liabilities incurred to third parties in the ordinary course of business of managing the Premises as provided herein are and shall be obligations of Owner, and Agent shall not be liable for any such obligations by reason of its management, supervision or operation of the Premises for Owner.

OWNER'S AGREEMENTS. 3.1 Owner, at its option, may pay directly all of the following charges relating to the Premises: taxes, special assessments, ground rents, insurance premiums (other than premiums arising out of Section 2.1(b) for which Property Manager is responsible), ) and mortgage payments. If Owner does not elect to make any or all of said payments, Property Manager shall do so out of the Bank Account, if so directed in writing by Owner. 3.2 Owner shall self-insure or, at its option, require Property Manager to coordinate the placement of property insurance upon the Premises including both liability and all risk property insurance and shall look first solely to such insurance or self-insurance for indemnity against any loss or damage to the Premises or to any tenant insurancePremises, except in the case of Property Manager's negligence (when Property Manager is acting outside of the scope of its employment or in violation of this Agreement), gross negligence or willful misconduct, or as otherwise provided herein. To the extent that policies shall be procured, Owner shall obtain waivers of subrogation in favor of against Property Manager under such policies. Property Manager shall be an insured as real estate manager on Owner's liability policy. 3.3 With respect to liabilities arising out of the use and operation of the Premises and arising under this Agreement except for liabilities arising out of section 2.1(b), Owner shall indemnify and save harmless Property Manager from and against all claims, losses and liabilities (including, without limitation, all costs and attorneys attorney's fees and expenses incurred in connection therewith) resulting from damage to property or injury to, or death of, persons, defamation and false arrest (including, but not limited to, the property and persons of the parties hereto and their agents, contractors, subcontractors and employees), occasioned by or arising out of, of acts or omissions omissions, (other than criminal acts), of (i) Property Manager (except in cases of willful misconduct or gross negligence), (ii) the case employees, contractors or subcontractors of Property Manager's negligence when Property Manager is acting outside (except in cases of the scope of its employment willful misconduct or in violation of this Agreementgross negligence), gross negligence or willful misconduct, or (iiiii) Owner or Owner's agents, employees, contractors or and subcontractors. Nothing contained in this Section 3.3 shall be construed as creating or evidencing an employment relationship between Owner and any or all persons employed or utilized by Property Manager pursuant to Section 2.1(b) for the operation and maintenance of the Premises.

OWNER'S AGREEMENTS. 3.1 Owner, at its option, may pay directly all of the following charges relating to the Premises: taxes, special assessments, ground rents, insurance premiums (other than premiums arising out of Section 2.1(b) for which Property Manager is responsible), and mortgage payments. If Owner does not elect to make any or all of said paymentsmakes such election, Property Manager Agent shall do so out advise Owner of the Bank Accountdue dates of such taxes assessments, if so directed in writing by Ownerinsurance premiums and mortgage payments. 3.2 Owner shall self-insure or, at its option, require Property Manager bear the cost of all premiums relating to coordinate the placement of property insurance upon the Premises including both liability and all risk property insurance and procured by Agent for Owner pursuant to Section 2.2 hereof. Owner shall look first solely to such insurance or self-insurance for indemnity against any loss or damage to the Premises or to any tenant insurance, except in the case of Property Manager's negligence (when Property Manager is acting outside of the scope of its employment or in violation of this Agreement), gross negligence or willful misconduct, or as otherwise provided herein. To the extent that policies shall be procured, Owner and shall obtain waivers of subrogation in favor of Property Manager against the Agent under such policies. Property Manager shall be an insured as real estate manager on policies if available at no additional cost to Owner's liability policy. 3.3 With respect Owner agrees to liabilities arising out of the use and operation of the Premises and arising under this Agreement except for liabilities arising out of section 2.1(b), Owner shall indemnify and save harmless Property Manager Agent and its partners (and the shareholders, trustees and officers thereof) and employees from and against all claims, losses and liabilities resulting from: (including, without limitation, all costs and attorneys fees and expenses incurred in connection therewithi) resulting from damage to property or injury to, or death of, persons, persons from any cause whatsoever when Agent is carrying out the provisions of this Agreement or acting under the direction of Owner in or about the Premises; (ii) claims for defamation and false arrest when Agent is carrying out the provisions of this Agreement or acting under the direction of Owner; and (including, but not limited to, the property and persons of the parties hereto and their agents, contractors, subcontractors and employees), iii) claims occasioned by or in connection with or arising out of, of acts or omissions (omissions, other than criminal acts), of (i) Property Manager of the Agent when Agent is carrying out the provisions of this Agreement or acting under the direction of Owner (except in the case cases of Property ManagerAgent's negligence when Property Manager is acting outside willful misconduct or gross negligence), and to defend or cause to be defended, at no expense to Agent or such persons, any claim, action or proceeding brought against Agent or such persons or Agent and Owner, jointly or severally, arising out of the scope foregoing, and to hold Agent and such persons harmless from any judgment, loss or settlement on account thereof. Notwithstanding the foregoing, Owner shall not be responsible for indemnifying or defending Agent or such persons in respect of its employment any matter, claim or liability in respect of which Agent is obligated to indemnify Owner as provided in the following sentence. Agent agrees to indemnify and save harmless Owner from and against all claims, losses and liabilities resulting from injury to, or death of, persons in or about the Premises or for deformation and false arrest in each case caused in whole or in violation of this Agreement), part by the willful misfeasance or gross negligence of Agent, and to defend, at no expense to Owner, any claim, action or willful misconduct, or (ii) proceeding brought against Owner or Owner's agentsOwner and Agent, employeesjointly or severally, contractors arising out of the foregoing, and to hold Owner harmless from any judgments, loss or subcontractorssettlement on account thereof. Nothing contained Notwithstanding the foregoing, Agent shall not be responsible for indemnifying or defending Owner in respect of any matter, claim or liability which is covered by any public liability insurance policies carried by Owner and under which Agent is named as an additional insured. The indemnification obligations of Owner and Agent under this Section 3.3 shall in each case be construed conditioned upon (a) prompt notice from the other party after such party learns of any claim or basis therefor which is covered by such indemnity, (b) such party's not taking any steps which would bar Owner or Agent, as creating the case may be, from obtaining recovery under applicable insurance policies or evidencing an employment relationship between would prejudice the defense of the claim in question, and (c) such party's taking of all necessary steps which if not taken would result in Owner and any or all persons employed Agent, as the case may be, being barred from obtaining recovery under applicable insurance policies or utilized by Property Manager pursuant would prejudice the defense of the claim in question. The provisions of this Section 3.3 shall survive the expiration or termination of this Agreement. 3.4 Owner shall provide such office space on the Premises as may be necessary for Agent to Section 2.1(b) properly perform its functions under this Agreement. Agent shall not be required to pay for utilities, telephone service or rent for the operation office area on the Premises occupied by Agent. Agent shall have the right to use the fixtures, furniture, furnishings and maintenance equipment, if any, which are the property of Owner in said office space. Owner shall also provide space on the Premises for use as community rooms and information and service centers where the use of such space is determined by Owner to be in the best interest of the Premises. All income derived from the utilization and/or operation of such community rooms and/or information or service centers shall belong to the Owner and all expenses relating thereto shall be borne by Owner. 3.5 Except as otherwise provided in this Agreement, everything done by Agent in the performance of its obligations under this Agreement and all expenses incurred pursuant hereto shall be for and on behalf of Owner and for its account. Except as otherwise provided herein, all debts and liabilities incurred to third parties in the ordinary course of business of managing the Premises as provided herein are and shall be obligations of Owner, and Agent shall not be liable for any such obligations by reason of its management, supervision or operation of the Premises for Owner.

OWNER'S AGREEMENTS. 3.1 Owner, at its option, may pay directly all of the following charges relating to the Premises: taxes, special assessments, ground rents, insurance premiums (other than premiums arising out of Section 2.1(b) for which Property Manager is responsible), and mortgage payments. If Owner does not elect to make any or all of said paymentsmakes such election, Property Manager Agent shall do so out advise Owner of the Bank Accountdue dates of such taxes assessments, if so directed in writing by Ownerinsurance premiums and mortgage payments. 3.2 Owner shall self-insure or, at its option, require Property Manager bear the cost of all premiums relating to coordinate the placement of property insurance upon the Premises including both liability and all risk property insurance and procured by Agent for Owner pursuant to Section 2.2 hereof. Owner shall look first solely to such insurance or self-insurance for indemnity against any loss or damage to the Premises or to any tenant insurance, except in the case of Property Manager's negligence (when Property Manager is acting outside of the scope of its employment or in violation of this Agreement), gross negligence or willful misconduct, or as otherwise provided herein. To the extent that policies shall be procured, Owner and shall obtain waivers of subrogation in favor of Property Manager against the Agent under such policies. Property Manager shall be an insured as real estate manager on policies if available at no additional cost to Owner's liability policy. 3.3 With respect Owner agrees to liabilities arising out of the use and operation of the Premises and arising under this Agreement except for liabilities arising out of section 2.1(b), Owner shall indemnify and save harmless Property Manager Agent and its partners (and the shareholders, trustees and officers thereof) and employees from and against all claims, losses and liabilities resulting from: (including, without limitation, all costs and attorneys fees and expenses incurred in connection therewithi) resulting from damage to property or injury to, or death of, persons, persons from any cause whatsoever when Agent is carrying out the provisions of this Agreement or acting under the direction of Owner in or about the Premises; (ii) claims for defamation and false arrest when Agent is carrying out the provisions of this Agreement or acting under the direction of Owner; and (including, but not limited to, the property and persons of the parties hereto and their agents, contractors, subcontractors and employees), iii) claims occasioned by or in connection with or arising out of, of acts or omissions (omissions, other than criminal acts), of (i) Property Manager of the Agent when Agent is carrying out the provisions of this Agreement or acting under the direction of Owner (except in the case cases of Property ManagerAgent's negligence when Property Manager is acting outside willful misconduct or gross negligence), and to defend or cause to be defended, at no expense to Agent or such persons, any claim, action or proceeding brought against Agent or such persons or Agent and Owner, jointly or severally, arising out of the scope foregoing, and to hold Agent and such persons harmless from any judgment, loss or settlement on account thereof. Notwithstanding the foregoing, Owner shall not be responsible for indemnifying or defending Agent or such persons in respect of its employment any matter, claim or liability in respect of which Agent is obligated to indemnify Owner as provided in the following sentence. Agent agrees to indemnify and save harmless Owner from and against all claims, losses and liabilities resulting from injury to, or death of, persons in or about the Premises or for defamation and false arrest in each case caused in whole or in violation of this Agreement), part by the willful misconduct or gross negligence of Agent, and to defend, at no expense to Owner, any claim, action or willful misconduct, or (ii) proceeding brought against Owner or Owner's agentsOwner and Agent, employeesjointly or severally, contractors arising out of the foregoing, and to hold Owner harmless from any judgments, loss or subcontractorssettlement on account thereof. Nothing contained Notwithstanding the foregoing, Agent shall not be responsible for indemnifying or defending Owner in respect of any matter, claim or liability which is covered by any public liability insurance policies (including any self-insured retention) carried by Owner and under which Agent is named as an additional insured. The indemnification obligations of Owner and Agent under this Section 3.3 shall in each case be construed conditioned upon (a) prompt notice from the other party after such party learns of any claim or basis therefor which is covered by such indemnity, (b) such party's not taking any steps which would bar Owner or Agent, as creating the case may be, from obtaining recovery under applicable insurance policies or evidencing an employment relationship between would prejudice the defense of the claim in question, and (c) such party's taking of all necessary steps which if not taken would result in Owner and any or all persons employed Agent, as the case may be, being barred from obtaining recovery under applicable insurance policies or utilized by Property Manager pursuant would prejudice the defense of the claim in question. The provisions of this Section 3.3 shall survive the expiration or termination of this Agreement. 3.4 Owner shall provide such office space on the Premises as may be necessary for Agent to Section 2.1(b) properly perform its functions under this Agreement. Agent shall not be required to pay for utilities, telephone service or rent for the operation office area on the Premises occupied by Agent. Agent shall have the right to use the fixtures, furniture, furnishings and maintenance equipment, if any, which are the property of Owner in said office space. Owner shall also provide space on the Premises for use as community rooms and information and service centers where the use of such space is determined by Owner to be in the best interest of the Premises. All income derived from the utilization and/or operation of such community rooms and/or information or service centers shall belong to the Owner and all expenses relating thereto shall be borne by Owner. 3.5 Except as otherwise provided in this Agreement, everything done by Agent in the performance of its obligations under this Agreement and all expenses incurred pursuant hereto shall be for and on behalf of Owner and for its account. Except as otherwise provided herein, all debts and liabilities incurred to third parties in the ordinary course of business of managing the Premises as provided herein are and shall be obligations of Owner, and Agent shall not be liable for any such obligations by reason of its management, supervision or operation of the Premises for Owner.

OWNER'S AGREEMENTS. 3.1 Owner, at its option, may pay directly all of the following charges relating to the Premises: taxes, special assessments, ground rents, insurance premiums (other than premiums arising out of Section 2.1(b) for which Property Manager is responsible), and mortgage payments. If Owner does not elect to make any or all of said payments, Property Manager shall do so out of the Bank Account, if so directed in writing by Owner. 3.2 Owner shall self-insure or, at its option, require Property Manager to coordinate the placement of property insurance upon the Premises including both liability and all risk property insurance and shall look first to such insurance or self-insurance for indemnity against any loss or damage to the Premises or to any tenant insurance, except in the case of Property Manager's negligence (when Property Manager is acting outside of the scope of its employment or in violation of this Agreement), gross negligence or willful misconduct, or as otherwise provided herein. To the extent that policies shall be procured, Owner shall obtain waivers of subrogation in favor of Property Manager under such policies. Property Manager shall be an as insured as real estate manager on Owner's liability policy. 3.3 With respect to liabilities arising out of the use and operation of the Premises and arising under this Agreement except for liabilities arising out of section 2.1(b2.1 (b), Owner shall indemnify and save harmless Property Manager from and against all claims, losses and liabilities (including, without limitation, all costs and attorneys attorney's fees and expenses incurred in connection therewith) resulting from damage to property or injury to, or death of, of persons, defamation and false arrest (including, but not limited to, the property and persons of the parties hereto and their agents, contractors, subcontractors and employees), occasioned by or arising out of, acts or omissions (other than criminal acts), of (i) Property Manager (except in the case of Property Manager's negligence when Property Manager is acting outside of the scope of its employment or in violation of this Agreement), gross negligence or willful misconduct, or (ii) Owner or Owner's agents, employees, contractors or subcontractors. Nothing contained in this Section 3.3 shall be construed as creating or evidencing an employment relationship between Owner and any or all persons employed or utilized by Property Manager pursuant to Section 2.1(b2.1 (b) for the operation and maintenance of the Premises.