TeleNav 2011 Annual Report Download - page 136

Parties are named as additional insureds and that Landlord is designated as a loss payee with respect to Tenant’
s Property Insurance on any
Tenant-
Insured Improvements. If Tenant fails to deliver such policies or certificates, then Landlord may, at its option, procure such policies for
the account of Tenant, in which event Tenant shall pay Landlord the cost thereof within five (5) days after written demand.
10.5 Subrogation
. Notwithstanding anything to the contrary in this Lease, each party waives, and shall cause its insurance carrier
to waive, any right of recovery against the other party, any of its (direct or indirect) owners, or any of their respective beneficiaries, trustees,
officers, directors, employees or agents for any loss of or damage to property which loss or damage is (or, if the insurance required hereunder
had been carried, would have been) covered by insurance. For purposes of this Section 10.5 only, (a) any deductible with respect to a party’
s
insurance shall be deemed covered by, and recoverable by such party under, valid and collectable policies of insurance, and (b) any contractor
retained by Landlord to install, maintain or monitor a fire or security alarm for the Buildings shall be deemed an agent of Landlord.
10.6 Additional Insurance Obligations .
Tenant shall carry and maintain during the Lease Term, at its expense, the amounts of
the insurance required to be carried by Tenant under this Article 10
, and such other types and amounts of insurance covering the Premises and
Tenant’
s operations therein, as may be reasonably requested by Landlord, but not in excess of the amounts and types of insurance then being
required by landlords of buildings comparable to and in the vicinity of the Buildings.
10.7 Landlord’s Insurance . Subject to reimbursement as an Expense in accordance with the provisions of Article 4
hereof,
Landlord shall procure and maintain in effect throughout the Lease Term commercial general liability insurance, property insurance and/or such
other types of insurance as are normally carried by reasonably prudent owners of commercial properties substantially similar to, and in the
vicinity of, the Project. Such coverages shall be in such amounts, from such companies and on such other terms and conditions as Landlord may
from time to time reasonably determine, and Landlord shall have the right, but not the obligation, to change, cancel, decrease or increase any
insurance coverages in respect of the Building, add additional forms of insurance as Landlord shall deem reasonably necessary, and/or obtain
umbrella or other policies covering both the Building and other assets owned by or associated with Landlord or its affiliates, in which event the
cost thereof shall be equitably allocated; provided, however, that Landlord shall, at all times during the Lease Term, maintain “
special causes of
loss” (
or similar) property insurance coverage on the Base Building in the amount of the full replacement value thereof as reasonably estimated
by Landlord (without deduction for depreciation), subject to reasonable deductible amounts (“ Landlord’s Casualty Policy ”),
and loss of rents
coverage for a period of not less than twelve (12) months.
ARTICLE 11
DAMAGE AND DESTRUCTION
11.1 Completion Estimate; Termination Rights .
11.1.1 Tenant shall promptly notify Landlord of any damage to the Premises resulting from any fire or other casualty (“
Casualty ”) of which Tenant is aware (“ Tenant’s Casualty Notice ”).
With reasonable promptness after discovering the Casualty, Landlord
shall provide Tenant with written notice (the “ Completion Estimate ”)
stating the reasonable estimate by an independent architect selected by
Landlord with the approval of Tenant, which shall not be unreasonably withheld or delayed, of the date by which it is reasonably possible using
standard working methods (without the payment of overtime or other premiums), to substantially complete the Landlord Casualty Repairs (the “
Landlord Restoration Date ”)
and the date by which it is reasonably possible for Tenant to substantially complete any Tenant Casualty Repairs
(the “ Final Restoration Date ”,
and the difference between the Landlord Restoration Date and the Final Restoration Date is herein referred to
as “ Tenant’s Estimated Restoration Period ”). As used herein, (A) “ Tenant Casualty Repairs ”
means the following, which work shall be
performed by Tenant in accordance with the procedures for Alterations set forth in Article 8
of this Lease: (i) if Tenant so elects, the repair and
restoration of any Tenant Specialized Improvements or Alterations made to the Premises by Tenant prior to the date of the Casualty; or
(ii) subject to Landlord’
s rights pursuant to clause (B) below, if Tenant elects not to repair or restore any such Tenant Specialized Improvements
or Alterations, then Tenant Casualty Repairs shall include repair and restoration of the affected portion of the Premises to a Standard
Office/R&D Configuration; and (B) “ Landlord Casualty Repairs ”
means the repair and restoration of the Premises, including any damaged
Building and/or Exterior Areas, the Front Entrance Work (as defined in Section 4.1.2
of the Tenant Work Letter) and the Tenant Improvements
performed pursuant to the Tenant Work Letter to the condition required by Section 11.2
, other than the Tenant Casualty Repairs; provided,
however, that if Tenant elects not to repair or restore any Tenant Specialized Improvements or Alterations pursuant to clause (A) above, then
Landlord Casualty Repairs shall, at Landlord’
s election, include the repair and restoration of any such Tenant Specialized Improvements or
Alterations, or the repair and restoration of the affected portion of the Premises to a Standard Office/R&D Configuration.
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