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maintain, at Lessee's expense, an air conditioning system maintenance contract) ventilating, electrical and lighting facilities and equipment within
<br />the Premises, fixtures, interior walls and interiors urface of exterior walls, ceilings, windows, doors, plate glass, and skylights, located within the
<br />Premises, and ail landscaping, driveways, parking lots, fences and signs located in the Premises and all sidewalks and parkways adjacent to the
<br />Premises.
<br />(b) If Lessee fails to perform Lessee's obligations under this Paragraph 7.2 or under any other paragraph of this Lease, Lessor may at
<br />Lessor's option enter upon the Premises after 10 days' prior written notice to Lessee (except in the case of emergency, in which case no notice shall
<br />be required), perform such obligations on Lessee's behalf and put the Premises in good order, condition and repair, and the cost thereof together
<br />with interest thereon at the maximum rate then allowable by law shall be due and payable as additional rent to Lessor together with Lessee's next
<br />rental installment.
<br />(c) On the last day of the term hereof, or on any sooner termination, Lessee shall sur'renderthe Premises toLessor inthe same condition
<br />as received, ordinary wear and tear excepted, clean and free of debris. Lessee shall repair any damage to the Premises occasioned by the
<br />installation or removal of itstrade fixtures, furnishings and equipment- Notwithstanding anything to the contrary otherwise stated in this Lease,
<br />Lessee shall leave the air lines, power panels, electrical distribution systems, lighting fixtures, space heaters, air conditioning, plumbing and
<br />fencing on the premises in good operating condition.
<br />7.3 Alterations and Additions.
<br />(a) Lessee shallnot, without Lessor's priorwritten consent make any alterations, improvements, additions, or Utility Installations in, on or.
<br />about the Premises, except for nonstructural alterations not exceeding $2,500 in cumulative costs during the term of this Lease. In any event,
<br />whether or not in excess of $2,500 in cumulative cost, Lessee shall make no change or alteration to the exterior of the Premises nor the exterior of
<br />the building(s) on the Premises without Lessor's prior written consent. As used in this Paragraph 7-3 the term "Utility Installation" shall mean
<br />carpeting, window coverings, air lines, power panels, electrical distribution systems, lighting fixtures, space heaters, air conditioning, plumbing,
<br />and fencing. Lessor may require that Lessee removeany or all of said alterations, improvements, additions or Utility Installations at the expiration of
<br />the term, and restore the Premises to their prior condition. Lessor may require Lessee to provide Lessor, at Lessee's sole cost and expense, a lien
<br />and completion bond in an amount equal to one and one-half times the estimated cost ofsuch improvements, to insure Lessor against any liability
<br />for mechanic's and matenalmen's liens and to insure completion of the work. Should Lessee make any alterations, improvements, additions or
<br />Utility Installations without the prior approval of Lessor, Lessor may require that Lessee remove any or all of the same.
<br />(b) Any alterations,improvements, additions or Utility Installations in, or about the Premises that Lessee shall desire to make and which
<br />requires the consent of the Lessor shall be presented to Lessor in written form, with proposed detailed plans. If Lessor shall give its consent, the
<br />consent shall be deemed conditioned upon Lessee acquiring a permit to do so from appropriate governmental agencies, the furnishing of a copy
<br />thereof to Lessor priorto the commencement of the work and the compliance by Lessee of all conditions of said permit in a prompt and expeditious
<br />manner.
<br />(c) Lessee shall pay, when due, all claims for laboror materials furnished or alleged to have been furnished to orfor Lessee at orfor use in
<br />the Premises, which claims are or maybe secured by any mechanics' or materialmen's lien against the Premises or any interesttherein. Lessee shall
<br />give Lessor not less than ten (10) days' notice prior to the commencement of any work in the Premises, and Lessor. shall have the right to post
<br />notices of non -responsibility in or on the Premises as provided bylaw. If Lessee shall, in good faith, contest the validity of any such lien, claim or
<br />demand, then Lessee shall, at its sole expense defend itself and Lessoragai nst the same and shall pay and satisfy anysuch adverse judgment that
<br />maybe rendered thereon before the enforcement thereof against the Lessor or the Premises, upon the condition that if Lessor shall require, Lessee
<br />shall furnish to Lessor surety bond satisfactory to Lessor in an amount equal to such contested lien claim ordemand indemnifying Lessor against
<br />liability for the same and holding the Premises free from the effect of such lien or claim. In addition, Lessor may require Lessee to pay Lessor's
<br />attorneys fees and costs in participating in such action if Lessor shall decide it is to its best interest to do so.
<br />(d) Unless Lessor requires their removal, asset forth in Paragraph 7.3(a), all alterations, improvements, additions and Utility Installations
<br />(whether or not such Utility Installations constitute trade fixtures of Lessee), which maybe made on the Premises, shall become the property of
<br />Lessor and remain upon and be surrendered with the Premises at the expiration of the term. Notwithstanding the provisions of this Paragraph
<br />7.3(d), Lessee's machineryand equipment, other than that which is affixed to the Premises so that it cannot be removed without material damageto
<br />the Presmises, shall remain the property of Lessee and may be removed by Lessee subject to the provisions of Paragraph 7.2(c).
<br />S. Insurance; Indemnity.
<br />8.1 Liability Insurance - Lessee. Lessee shall, at Lessee's expense, obtain and keep in force during the term of this Lease a policy of
<br />Combined Single Limit Bodily Injury and Property Damage Insurance insuring Lessee and Lessor against any liability arising out of the use,
<br />occupancy or maintenance of the Premises and all other areas appurtenant thereto. Such insurance shall be in an amount not less than $500,000
<br />per occurrence. The policy shall insure performance by Lessee of the indemnity provisions of this Paragraph 8. The limits of said insurance shall
<br />not, however, limit the liability of Lessee hereunder.
<br />8.2 Liability insurance -Lessor. Lessarshall obtain and keep in force during the term of this Lease a policy of Combined Single Limit Bodily
<br />Injury and Property Damage Insurance, insuring Lessor, but not Lessee, against any liability arising out of the ownership, use, occupancy or
<br />maintenance of the Premises and all areas appurtenant thereto in an amount not less than $500.000 per occurrence.
<br />8.3 Property Insurance. Lessor shall obtain and keep in force during the term of this Lease a policy or policies of insurance covering loss or
<br />damage to the Premises, but not Lessee's fixtures, equipment or tenant improvements in an amount not to exceed the full replacement value
<br />thereof, asthesame may existfrom time to time, providing protection against all perils included within the classification offire, extended coverage,
<br />vandalism, malicious mischief, flood (in the event same is required by a lender having a lien on the Premises) special extended perils ("all risk", as
<br />such term is used in the insurance industry) but not plate glass insurance. In addition, the Lessorshall obtain and keep in force, during theterm of
<br />this Lease, a policy of rental value insurance covering a period of one year, with loss payable to Lessor, which insurance shall also cover all real
<br />estate taxes and insurance costs for said period.
<br />8A Payment of Premium Increase.
<br />(a) Lessee shall pay to Lessor, during the term hereof, in addition to the rent, the amount of any increase in premiums for the insurance'
<br />required under Paragraphs 8.2 and 8.3 over and above such premiums paid during the Base Period, as hereinafter defined, whether such premium
<br />increase shall be the result of the nature of Lessee's occupancy, any actor omission of Lessee, requirements of the holder of a mortgage or deed of
<br />trust covering the Premises, increased valuation of the Premises, or general rate increases. In the event that the Premises have been occupied
<br />previously, the words "Base Period" shall mean the last twelve months of the prior occupancy. In the event that the Premises have never been
<br />previously occupied, the premiums during the"Base Period" shall be deemed to be the lowest premiums reasonably obtainable forsaid insurance
<br />assuming the most nominal use of the Premises. Provided, however, in lieu of the Base Period, the parties may insert a dollar amount atthe end of
<br />this sentence which figure shall be considered as the insurance premium forthe BasePeriod: $ XXX .Innoevent, however,
<br />shall Lessee be responsible for any portion of the premium cost attri butableto liability insurance coverage in excess of $1,000.000 procured under
<br />paragraph 8.2.
<br />(b) Lessee shall pay any such premium increases to Lessor within 30 days after receipt by Lessee of a copy of the premium statement or
<br />other satisfactory evidence of the amount due. if the insurance policies maintained hereunder cover other improvements in addition to the
<br />Premises, Lessor shall also deliverto Lessee a statement of the amount of such increase attributable to the Premises and showing in reasonable
<br />detail, the manner in which such amount was computed. If the term of this Lease shall not expire concurrently with the expiration of the period
<br />covered by such insurance, Lessee's liability for premium increases shall be prorated on an annual basis.
<br />(c) If the Premises are part of a larger building, then Lessee shall not be responsible for paying any increase in the property insurance
<br />premium caused by the acts or omissions of any other tenant of the building of which the Premises area part.
<br />8.5 Insurance Policies. Insurance required hereunder shall be in companies holding a "General Policyholders Rating" of at least B plus, or
<br />such other rating as maybe required by a lender having alien on the Premises, asset forth in the most current issue of "Best's Insurance Guide".
<br />Lessee shall deliver to Lessor copies of policies of liability insurance required under Paragraph 8.1 or certificates evidencing the existence and
<br />amounts of such insurance. No such policy shall be cancellable or subject to reduction of coverage or other modificatiorrexcept after thirty (30)
<br />days' prior written notice to Lessor_ Lessee shall, at least thirty (30) days prior to the expiration of such policies, furnish Lessor with renewals or
<br />"binders" thereof, or Lessor may order such insurance and charge the cost thereof to Lessee, which amount shall be payable by Lessee upon
<br />demand. Lessee shall not do or permit to be done anything which shall invalidate the insurance policies referred to in Paragraph 8.3.
<br />8.6 Waiver of Subrogation. Lessee and Lessor each hereby release and relieve the other, and waive their entire right of recovery against the
<br />other for loss ordamage arising out of orincidentto the perils insured against under paragraph 8.3. which perils occur in, on or about the Premises,
<br />whether due to the neg I Igence of Lessor or Lessee or their agents, employees, contractors and/or invitees. Lessee and Lessor shall, upon obtaining
<br />the policies of insurance required hereunder, give notice to the insurance carrier or carriers that the foregoing mutual waiver of subrogation is
<br />contained in this Lease.
<br />8.7 Indemnity. Lessee shall indemnify and hold harmless Lessor from and against any and all claims arising from Lessee's use of the
<br />Premises, or from the conduct of Lessee's business or from any activity, work or things done, permitted or suffered by Lessee in or about the
<br />Premises or elsewhere and shall further indemnify and hold harmless Lessorfrom and against any and all claims arising from any breach or default
<br />in the performance of any obligation on Lessee's part to be performed underthe terms of this Lease, or arising from any negligence of the Lessee, or
<br />any of Lessee's agents, contractors, or employees, and from and against all costs, attorney's fees, expenses and liabilities incurred in the defense of
<br />any such claim or any action or proceeding brought thereon; and in caseanyaction orproceeding be brought against Lessor by reason of any such
<br />claim, Lessee upon notice from Lessor shell defend the same at Lessee's expense by counsel satisfactory to Lessor. Lessee, as a material part of the
<br />consideration to Lessor, hereby assumes all risk of damage to property or injury to persons, in, upon or about the Premises arising from any cause
<br />and Lessee hereby waives all claims in respect thereof against Lessor.
<br />8.8 Exemption of Lessor from Liability_ Lessee hereby agrees that Lessor shall not be liable for injury to Lessee's business or any loss of
<br />income therefrom or for damage to the goods, wares, merchandise or other property of Lessee, Lessee's employees, invitees, customers, or any
<br />other person in or about the Premises, nor shall Lessor be liable for injury to the person of Lessee, Lessee's employees, agents or contractors,
<br />whethersuch damage or injury is caused by or results from fire, steam, electricity, gas, wateror rain, or from the breakage, leakage, obstruction or
<br />other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, or from any other cause, whether the said
<br />damage or injury results from conditions arising upon the Premises cr upon other portions of the building of which the Premises are a part, orfrom
<br />other sources or places and regardless of whether the cause of such damage or injury orthe means of repairing the same is inaccessible to Lessee.
<br />Lessor shall not be liable for any damages arising from any act or neglect of any other tenant, if any, of the building in which the Premises are
<br />located.
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<br />GROSS — 2 —
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