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herein contained to the contrary, Tenant, at its sole cost and expense, and not Landlord, shall make any
<br />repairs to the Premises required as a result of the negligence or willful acts of Tenant, its employees, and
<br />contractors.
<br />(c) Tenant shall keep the Premises free from any and all liens arising out of any work
<br />performed, materials furnished or obligations incurred by Tenant.
<br />Utility Services. Tenant shall be solely responsible for, and promptly pay when due, all charges for gas,
<br />water, sewer, telephone, electricity, and all other utilities used by Tenant or consumed at the Premises
<br />during the Term. If Tenant refuses or neglects to pay any such utility charges, Landlord may, at Landlord's
<br />option, pay such charges, and Tenant shall, upon demand, pay to Landlord the amount paid by Landlord
<br />and all other costs incurred in connection therewith. In the event that any utility usage of Tenant is not
<br />separately metered or billed, Tenant agrees to pay to Landlord its equitable share of the charges for each
<br />utility as reasonably determined by Landlord. Notwithstanding the foregoing, in the event Tenant shares
<br />the Premises with another tenant, the utility charges shall be separated in a manner to be determined by the
<br />Landlord.
<br />Landlord Access. Landlord, or its authorized agents, shall have the right, upon reasonable notice, to enter
<br />the Premises during normal working hours (or at any time in the case of an emergency) for the following
<br />purposes: (a) inspecting the general condition and state of repair of the Premises, (b) making repairs
<br />required by Landlord, and (c) showing the Premises to any prospective purchaser, lender or tenant. At all
<br />times Landlord shall have a key or keys with which to unlock the doors on the Premises.
<br />Indemnification.
<br />(a) Tenant hereby agrees to indemnify and hold Landlord, NewMark Merrill Companies (the
<br />"Property Manager"), Landlord's agents, and Landlord's vendors (" Landlord Parties") harmless from and
<br />against any and all liabilities, damages, losses, demands, claims, costs, expenses (including reasonable
<br />attorneys' fees and costs), obligations, liens, penalties, fines, judgments, actions, causes of action and
<br />lawsuits (herein collectively "Liabilities"), which Landlord may suffer or incur arising out of, in connection
<br />with or resulting from this Agreement, including, but not limited to, Tenant's and Tenant's employees,
<br />representatives or agents of Tenant, or Tenant's customers and clients ("Tenant Parties") failure to observe
<br />or comply with any Laws, the conduct of Tenant's business, any activity, work or other things done,
<br />permitted or suffered by Tenant or the Tenant Parties in or about the Premises or other portions of the
<br />Center, or Tenant's occupancy of the Premises, or the breach or default of any of Tenant's obligations under
<br />this Agreement. Tenant further agrees that in case of any one or more Liabilities, threatened or actual,
<br />arising against Landlord, Tenant shall, upon notice from Landlord, defend Landlord at Tenant's sole cost
<br />and expense by counsel satisfactory to Landlord. Tenant's indemnification shall not include an
<br />indemnification for liability to the extent arising from the willful misconduct or gross negligence of
<br />Landlord. Landlord shall not be liable to Tenant or the Tenant Parties for any negligence, act or omission
<br />of any occupant of the Center or any owner or occupant of any property that is not owned by Landlord
<br />and/or that is adjoining the Center.
<br />(b) Tenant, as a material part of the consideration to Landlord for this Agreement, hereby
<br />assumes all risk of damage to property or injury to or death of persons, in, upon or about the Premises from
<br />any cause, including, but not limited to, fire, explosion, falling plaster, steam, gas, electricity, dampness,
<br />water or rain (whether same may leak from any part of the Building of which the Premises forms a part or
<br />from the pipes, appliances or plumbing works therein, or from the roof, street or subsurface, or from any
<br />other place), and Tenant hereby waives any and all claims with respect thereof against Landlord and the
<br />Landlord Parties. Landlord and the Landlord Parties shall not be liable for interference with the light or
<br />other incorporeal hereditaments, loss of business or profits of Tenant, damage to property entrusted to
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<br />Initials
<br />Initials
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