Insurance Requirements

Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the license, lease or other agreement between Customer and the ADC licensor.

1.    Policies.

1.1    Property Insurance. At all times during the Term, Customer shall procure and maintain, at its sole expense, “All-Risk” (and at Licensor’s option earthquake, earthquake sprinkler leakage and/or flood) property insurance, in an amount not less than one hundred percent (100%) of replacement cost covering the full replacement value of all of Customer’s Personal Property in the Licensed Space. The proceeds of such insurance shall be used for the repair and replacement of the property so insured, except if this License is terminated the proceeds applicable to Customer’s Personal Property shall be paid to Customer.

1.2    Business Interruption Insurance. At all times during the Term, Customer shall procure and maintain business interruption insurance in such amount as will reimburse Customer for direct or indirect loss of earnings attributable to all perils insured against in Paragraph 1.1above for a period of not less than twelve (12) months.

1.3    Liability Insurance.
1.3.1    At all times during the Term, Customer shall procure and maintain, at its sole expense for the protection of Licensor and Customer, commercial general liability insurance applying to the use and occupancy of the Licensed Space and the business operated by Customer. Such insurance shall have a minimum combined single limit of liability of at least $1,000,000 per occurrence and a general aggregate limit of at least $2,000,000, and Customer shall provide in addition excess liability insurance on a following form basis, with overall limits of at least $5,000,000. All such policies shall be written to apply to all bodily injury (including death), property damage and personal injury losses, shall include blanket contractual liability, broad form property damage, independent contractor’s coverage, completed operations, products liability, cross liability and severance of interest clauses, and shall be endorsed to include Licensor and Licensor’s agents, beneficiaries, partners, employees, and any Holder of any Security Instrument designated by Licensor as additional insureds.

1.3.2    At all times during the Term, Customer shall procure and maintain, at its sole expense for the protection of Licensor and Customer, primary automobile liability insurance with limits of not less than $1,000,000 per occurrence covering owned, hired and non-owned vehicles used by Customer.

1.4    Workers’ Compensation; Employer’s Liability Insurance. At all times during the Term, Customer shall procure and maintain Workers’ Compensation Insurance in accordance with the laws of the state in which the Project is located and Employer’s Liability insurance with a limit not less than $1,000,000 Bodily Injury Each Accident; $1,000,000 Bodily Injury By Disease – Each Person; and $1,000,000 Bodily Injury By Disease – Policy Limit.

2.    Policy Requirements. All insurance required to be maintained by Customer under the License shall be issued by insurance companies authorized to do insurance business in the state in which the Project is located and that are rated not less than A/XII in Best’s Insurance Guide. All such insurance policies shall (a) be written as primary policies, not excess or contributing with or secondary to any other insurance as may be available to Licensor or to the additional insureds and (b) be endorsed so as to include a waiver of subrogation in accordance with and to the full extent of Customer’s waiver of claims with respect to Licensor and the other Licensor Parties or any other provision of the License. On or prior to the Commencement Date, Customer shall deliver to Licensor appropriate evidence of such insurance, which is binding on the insurance carrier and which is reasonably satisfactory to Licensor and binding on the insurance carrier (which shall not include Acord Form 25 Certificate of Insurance) confirming the existence of the insurance required to be carried by Customer herein, including evidence of required waivers of subrogation. No such policy shall be subject to cancellation or modification without thirty (30) days prior written notice to Licensor and to any Holder of any Security Instrument designated by Licensor, and each such policy shall be endorsed to provide that the insurer thereunder shall provide Licensor with written notice of any failure by Customer to pay any premium thereunder when due and such failure continues for a period of ten (10) business days after such date. Customer shall furnish Licensor with a replacement certificate with respect to any insurance prior to the expiration of the current policy. Customer shall have the right to provide the insurance required herein pursuant to blanket policies, but only if such blanket policies expressly provide coverage to the Licensed Space and the Licensor as required by this License without regard to claims made under such policies with respect to other persons.

3.    Waiver of Subrogation. Licensor and Customer shall each endeavor to secure an appropriate clause in, or an endorsement upon, each property damage insurance policy obtained by it and covering the Building, the Licensed Space or the property, fixtures and equipment located therein or thereon, pursuant to which the respective insurance companies waive subrogation and permit the insured, prior to any loss, to agree with a third party to waive any claim it might have against said third party. The waiver of subrogation or permission for waiver of any claim hereinbefore referred to shall extend to the agents of each party and its employees and, in the case of Customer, shall also extend to all other persons and entities occupying or using the Licensed Space (or any portion thereof) by, through or under Customer. If and to the extent that such waiver or permission can be obtained only upon payment of an additional charge then the party benefiting from the waiver or permission shall pay such charge upon demand, or shall be deemed to have agreed that the party obtaining the insurance coverage in question shall be free of any further obligations under the provisions hereof relating to such waiver or permission from such insurance companies.