Insurance Requirements. Prior to the commencement of the construction of Tenant’s Work (or any part thereof), Landlord shall receive from Tenant certificates of insurance with endorsements from Tenant’s General Contractor and each of Tenant’s Construction Agents, evidencing commercial general liability, automobile liability and workers’ compensation (to be carried by Tenant’s General Contractor and each of Tenant’s Construction Agents) in an amount and with coverage reasonably acceptable to Landlord, but in no event less than ​. Each policy issued pursuant to this Work Letter shall name Landlord and all its allied entities and, at Landlord’s request, any other Landlord Party or Lender, as an additional insured with respect to the named insured’s work. All insurance shall be written as primary policies and any insurance carried by Landlord and all its allied entities shall be excess and non-contributory. Copies of all policies or certificates of insurance with the additional insured endorsement for the named insured’s work (CG2010 1185 or its equivalent complies with this request; provided, however, that any form of insurance that limits coverage to “ongoing operations” or otherwise does not grant additional insured status under the products/completed operations coverage shall not be deemed the equivalent of the 2010 11/5 endorsement) and proof of primary, non-contributory coverage shall be delivered to Landlord by Tenant at least three (3) days prior to the commencement of any alterations, modifications or improvements hereunder (as depicted on [Schedule 2] of this Work Letter attached hereto and made a part hereof).

General Terms. Certificates for all insurance carried pursuant to this [Section 4.2.2.4] shall be delivered to Landlord before the commencement of construction of the Improvements and before the Contractor's equipment is moved onto the site. All such policies of insurance must contain a provision that the company writing said policy will give Landlord thirty (30) days prior written notice of any cancellation or lapse of the effective date or any reduction in the amounts of such insurance. In the event that the Improvements are damaged by any cause during the course of the construction thereof, Tenant shall immediately repair the same at Tenant's sole cost and expense. Tenant's Construction Agents shall maintain all of the foregoing insurance coverage in force until the Improvements are fully completed and accepted by Landlord, except for any Products and Completed Operation Coverage insurance required by Landlord, which is to be maintained for ten (10) years following completion of the work and acceptance by Landlord and Tenant. All policies carried under this [Section 4.2.2.4] shall insure Landlord and Tenant, as their interests may appear, as well as Contractor and Tenant's Construction Agents. All insurance, except Workers' Compensation, maintained by Tenant's Construction Agents shall preclude subrogation claims by the insurer against anyone insured thereunder. Such insurance shall provide that it is primary insurance as respects the owner and that any other insurance maintained by owner is excess and noncontributing with the insurance required hereunder. The requirements for the foregoing insurance shall not derogate from the provisions for indemnification of Landlord by Tenant under [Section 4.2.2.2] of this Work Letter.

General Terms. Certificates for all insurance carried pursuant to this [Section 4.2.2.5] shall be delivered to Landlord before the commencement of construction of the Tenant Improvements and before the Contractor's equipment is moved onto the site. All such policies of insurance must contain a provision that the company writing said policy will give Landlord ​ days prior written notice of any cancellation or lapse of the effective date or any reduction in the amounts of such insurance. In the event that the Tenant Improvements are damaged by any cause during the course of the construction thereof, Tenant shall immediately repair the same at Tenant's sole cost and expense. Tenant's Agents shall maintain all of the foregoing insurance coverage in force until the Tenant Improvements are fully completed and accepted by Landlord, except for any Products and Completed Operation Coverage insurance required by Landlord, which is to be maintained for ​ years following completion of the work and acceptance by Landlord and Tenant. All policies carried under this [Section 4.2.2.5] shall insure Landlord and Tenant, as their interests may appear, as well as the Contractor and Tenant's Agents. All insurance, except Workers' Compensation, maintained by Tenant's Agents shall preclude subrogation claims by the insurer against anyone insured thereunder. Such insurance shall provide that it is primary insurance as respects the owner and that any other insurance maintained by owner is excess and noncontributing with the insurance required hereunder. The requirements for the foregoing insurance shall not derogate from the provisions for indemnification of Landlord by Tenant under [Section 4.2.2.2] of this Tenant Work Letter.

During such times as the Tenant is performing work or having work or services performed in or to the Leased Premises, the Tenant shall require its contractors, and their subcontractors of all tiers, to obtain and maintain commercial general liability, automobile, workers compensation, employer’s liability, builder’s risk, and equipment/property insurance in such amounts and on such terms as are customarily required of such contractors and subcontractors on similar projects. The amounts and terms of all such insurance are subject to the Landlord’s written approval, which approval shall not be unreasonably withheld. The commercial general liability and auto insurance carried by the Tenant’s contractors and their subcontractors of all tiers pursuant to this section shall name the Additional Insureds as additional insureds with respect to liability arising out of or related to their work or services. Such insurance shall provide primary coverage without contribution from any other insurance carried by or for the benefit of the Landlord, the Landlord's managing agent, or other Additional Insureds. Such insurance shall also waive any right of subrogation against each Additional Insured. The Tenant shall obtain and submit to the Landlord, prior to the earlier of # the entry onto the Leased Premises by such contractors or subcontractors or # commencement of the work or services, certificates of insurance evidencing compliance with the requirements of this section.

General Terms. Certificates for all of the foregoing insurance coverage shall be delivered to Landlord before the commencement of construction of the Tenant Improvements and before the Contractor’s equipment is moved onto the site. All such policies of insurance must contain a provision that the company writing said policy will endeavor to give Landlord thirty (30) days’ prior written notice of any cancellation of such insurance. In the event that the Tenant Improvements are damaged by any cause during the course of the construction thereof, Tenant shall immediately repair the same at Tenant’s sole cost and expense. Tenant’s Agents shall maintain all of the foregoing insurance coverage in force until the Tenant Improvements are fully completed and accepted by Landlord, except for any Products and Completed Operations Coverage insurance required by Landlord, which is to be maintained for one (1) year following completion of the work and acceptance by Landlord and Tenant. All policies carried hereunder shall insure Landlord, [[Organization B:Organization]] as Landlord’s manager, and Tenant, as their interests may appear, as well as Tenant’s Agents. All insurance, except Workers’ Compensation, maintained by Tenant’s Agents shall preclude subrogation claims by the insurer against anyone insured thereunder. Such insurance shall provide that it is primary insurance as respects Landlord and Tenant and that any other insurance maintained by Landlord or Tenant is excess and noncontributing with the insurance required hereunder. The requirements for the foregoing insurance shall not derogate from the provisions for indemnification of Landlord by Tenant under the Lease and/or this Workletter.

General Terms. Certificates for all insurance carried pursuant to this [Section 4.2.2.4] shall be delivered to Landlord before the commencement of construction of the Tenant Improvements and before the Contractor’s equipment is moved onto the site. All such policies of insurance must contain a provision that the company writing said policy will give Landlord thirty (30) days prior written notice of any cancellation or lapse of the effective date or any reduction in the amounts of such insurance. In the event that the Tenant Improvements are damaged by any cause during the course of the construction thereof, Tenant shall immediately repair the same at Tenant’s sole cost and expense. Tenant’s Agents shall maintain all of the foregoing insurance coverage in force until the Tenant Improvements are fully completed and accepted by Landlord, except for any Products and Completed Operation Coverage insurance required by Landlord, which is to be maintained for ten (10) years following completion of the work and acceptance by Landlord and Tenant. All policies carried under this [Section 4.2.2.4] shall insure Landlord and Tenant, as their interests may appear, as well as Contractor and Tenant’s Agents. All insurance, except Workers’ Compensation, maintained by Tenant’s Agents shall preclude subrogation claims by the insurer against anyone insured thereunder. Such insurance shall provide that it is primary insurance as respects the owner and that any other insurance maintained by owner is excess and noncontributing with the insurance required hereunder. The requirements for the foregoing insurance shall not derogate from the provisions for indemnification of Landlord by Tenant under [Section 4.2.2.2] of this Work Letter. Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of the Tenant Improvements and naming Landlord as a co-obligee.

Insurance. Prior to the commencement of Tenant’s Work, Tenant, at its own cost and expense, shall obtain, or require its contractors to obtain, and thereafter maintain so long as such construction activities are being performed, at least the following minimum insurance coverages: # builder’s risk – completed value form builder’s risk policy providing insurance against direct cause of physical loss, including the cost of debris removal, in the amount of not less than the full insurable replacement cost of Tenant’s Work; # commercial general liability insurance in the amount of one million dollars ($1,000,000) combined single limit per occurrence and two million dollars ($2,000,000) in the aggregate, including completed operations coverage; # automobile liability insurance in the amount of one million dollars ($1,000,000) combined single limit per accident; # umbrella liability insurance in the amount of five million dollars ($5,000,000); # workers’ compensation insurance in the statutory amount required; and # employers liability insurance in the amount of one million dollars ($1,000,000) bodily injury per accident and one million dollars ($1,000,000) bodily injury by disease both as a policy limit and per employee. Landlord shall be an additional insured on the policies of builder’s risk and liability insurance required to be maintained by Tenant. Prior to the commencement of Tenant’s Work, Tenant shall deliver to Landlord’s representative certificates of all required insurance together with evidence of the payment of premiums.

Third-Party Contractors. Tenant shall obtain and deliver to Landlord, Third Party Contractor's certificates of insurance and applicable endorsements at least seven (7) business days prior to the commencement of work in or about the Premises by any vendor or any other third-party contractor (collectively, a "Third Party Contractor"). All such insurance shall # name Landlord as an additional insured under such party's liability policies as required by [Section 10.3.1] above and this [Section 10.6], # provide a waiver of subrogation in favor of Landlord under such Third Party Contractor's commercial general liability insurance, # be primary and any insurance carried by Landlord shall be excess and non-contributing, and # comply with Landlord's reasonable minimum insurance requirements.

Third-Party Contractors. Tenant shall obtain and deliver to Landlord, Third Party Contractor's certificates of insurance and applicable endorsements at least seven (7) business days prior to the commencement of work in or about the Premises by any vendor or any other third-party contractor (collectively, a "Third Party Contractor"). All such insurance shall # name Landlord as an additional insured under such party's liability policies as required by [Section 10.3.1] above and this [Section 10.6], # provide a waiver of subrogation in favor of Landlord under such Third Party Contractor's commercial general liability insurance, # be primary and any insurance carried by Landlord shall be excess and non-contributing, and # comply with Landlord's minimum insurance requirements.

Deliverables. Prior to commencement of the Alterations, Tenant shall deliver to Landlord # any building or other permit required by Requirements in connection with the Alterations; # a copy of executed construction contract(s); and # written acknowledgments from all materialmen, contractors, artisans, mechanics, laborers and any other persons furnishing to Tenant with respect to the Premises any labor, services, materials, supplies or equipment in excess of Fifty Thousand Dollars ($50,000.00) in the aggregate that they will look exclusively to Tenant for payment of any sums in connection therewith and that Landlord shall have no liability for such costs. In addition, Tenant shall require its general contractor to carry and maintain the following insurance, at no expense to Landlord, and Tenant shall furnish Landlord with satisfactory evidence thereof prior to the commencement of construction of the Alterations: # commercial general liability insurance with limits of not less than Five Million Dollars ($5,000,000.00) combined single limit for bodily injury and property damage, including personal injury and death, and contractor's protective liability, and products and complete d operations coverage in an amount not less than Five Million Dollars ($5,000,000.00) in the aggregates # commercial automobile liability insurance with a policy limit of not less than One Million Dollars ($1,000,000.00) each accident for bodily injury and property damage, providing coverage at least as broad as the Insurance Services Office (ISO) Business Auto Coverage form covering Automobile Liability code 1 “any auto,” and insuring against all loss in connection with the ownership, maintenance and operation of automotive equipment that is owned, hired or non-owned; and # worker’s compensation with statutory limits and employer’s liability insurance with a limit of not less than One Million Dollars ($1,000,000.00) per occurrence. All insurance required by this Section 10.2(c) shall be issued by solvent companies qualified to do business in the State of California, and with a Best & Company rating of A:VIII or better. All such insurance policies (except workers’ compensation insurance) shall # provide that Landlord, Landlord’s managing agent, any Encumbrancer, and any other person reasonably requested by Landlord is designated as an additional insured with respect to liability arising out of work performed by or for Tenant’s general contractor without limitation as to coverage afforded under such policy pursuant to an endorsement providing coverage at least as broad as ISO form CG 20 37 10 01 or its equivalent, # specify that such insurance is primary and that any insurance or self- insurance maintained by Landlord shall not contribute with it, # provide that the insurer agrees not to cancel the policy or materially reduce coverage without at least thirty (30) days’ prior written notice to all additional insureds (except in the event of a cancellation as a result of nonpayment, in which event the insurer shall give all additional insureds at least ten (10) days’ prior notice), and # specify that bankruptcy of the contractor will not absolve or limit the liability of the insurer. Tenant shall cause Tenant’s general contractor to notify Landlord within ten (10) days after any material modification of any policy of insurance required under this Section. No policy maintained by contractor shall contain a deductible which is not commercially reasonable. Landlord may inspect the original policies of such insurance coverage at any time. Upon Landlord’s request, Tenant shall deliver complete certified copies of such policies. Tenant’s general contractor shall furnish Landlord evidence of insurance for its subcontractors as may be reasonably required by Landlord. Tenant acknowledges and agrees that Landlord may require other types of insurance coverage and/or increase the insurance limits set forth above if Landlord reasonably determines such increase is required to protect adequately the parties named as insureds or additional insureds under such insurance.