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option, require Tenant to assume Landlord's defense in any action covered by this Section through counsel satisfactory to
<br />Landlord. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or
<br />injury to persons in, upon or about the Premises from any cause whatsoever and Tenant hereby waives all its claims in
<br />respect thereof against Landlord except that which is caused by failure of Landlord to observe any of the terms and
<br />conditions of this Lease and such failure has persisted for an unreasonable period of time after written notice of such
<br />failure.
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<br /> SECTION 10.4 EXEMPTION OF LANDLORD. Landlord shall use its best efforts to conduct its activities
<br />with respect to the Premises in a prudent and businesslike manner. However, Landlord shall not be liable for any damage
<br />to property entrusted to employees of Landlord, its partners or agents, nor for loss of or damage to any property by theft or
<br />otherwise. Landlord shall not be liable for injury, damage or loss of business which may be sustained by the person,
<br />goods, wares, merchandise or property of Tenant, its employees, invitees or customers or any other person in or about the
<br />Premises caused by or resulting from, but not limited to, fire, steam, electricity, gas, water or rain, which may leak or flow
<br />from or into any part of the Premises, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers,
<br />wires, appliances, plumbing, air conditioning or lighting fixtures of the same, whether the injury, damage or loss of
<br />business results from conditions arising upon the Premises or upon other portions of the building of which the Premises
<br />are a part, or from other sources. Landlord shall not be liable for interference with the light or other incorporeal
<br />hereditaments. Tenant shall give prompt notice to Landlord in case of fire or accidents in the Premises or in the~
<br />Center or of defects therein or in the fixtures or equipment. Landlord shall not be liable for any damages arising from any
<br />act or neglect of any other tenant of the~Center.
<br /> SECTION 10.$ WAIVER OF SUBROGATION. Each party hereto does hereby waive, remise, release and
<br />discharge the other party hereto and any officer, director, shareholder, beneficiary, partner, agent, employee or
<br />representative of such other party, of and from any liability whatsoever hereafter arising from loss, damage or injury for
<br />which property insurance (fire and allied perils) containing a waiver of subrogation is carried by the injured party at the
<br />time of such loss, damage or injury, to the extent of any recovery by the injured party under such insurance. Tenant shall,
<br />upon obtaining the policies of insurance required hereunder, give notice to the insurance carrier or carriers that the
<br />foregoing mutual waiver of subrogation is contained in this Lease.
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<br />ARTICLE Xl. UTILITY CHARGES
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<br /> SECTION 1 !.1 UTILITY CHARGES. Tenant shall pay all initial deposits and fees, and all monthly service
<br />charges for water, electricity, sewage, gas, telephone and any other utility services furnished to the Premises and the
<br />improvements thereon during the entire term of this Lease. In the event any such services are not separately metered or
<br />billed to Tenant but rather are billed to and paid by Landlord, Tenant shall pay to Landlord its pro rata share of the cost of
<br />such services, as determined by Landlord, together with its pro rata share of the cost of making such determination.
<br />Landlord shall not be liable for any reason for any loss or damage resulting from an interruption of any of the above
<br />services.
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<br />ARTICLE Xll. OFF-SET STATEMENT, ATTORNMENT AND SUBORDINATION
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<br /> SECTION 12.1 OFF-SET STATEMENT. Tenant shall, at any time and from time to time upon not less
<br />than ten (10) days' prior written notice from Landlord, execute, acknowledge and deliver to Landlord a statement in
<br />writing (a) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such
<br />modification and certifying that this Lease, as so modified, is in full force and effect) and the dates to which the Minimum
<br />Rent and other charges are paid in advance, if any, without any offset or defense thereto and (b) acknowledging that there
<br />are not, to Tenant's knowledge, any uncured defaults on the part of Landlord hereunder, or specifying the defaults if any
<br />are claimed. Any statement may be relied upon by any prospective purchaser or encumbrancer of the Premises or of all or
<br />any portion of the real property of which the Premises are a part. Tenant's failure to deliver such statement within such
<br />time shall be conclusive upon Tenant (i) that this Lease is in full force and effect, without modification except as may be
<br />represented by Landlord, (ii) that there are no uncured defaults in Landlord's performance, and (iii) that not more than one
<br />month's Minimum Rent has been paid in advance.
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<br /> SECTION 12.2 ATTORNMENT. In the event any proceedings are brought for the foreclosure of, or in the
<br />event of the conveyance by deed in lieu of foreclosure, or in the event of exercise of the power of sale under, any mortgage
<br />and/or deed of trust made by Landlord, covering the Premises, or in the event Landlord sells, conveys or otherwise
<br /> transfers its interest in the any portion thereof containing the Premises, Tenant hereby attorns to, and
<br /> covenants and agrees to execute an in writing reasonably satisfactory to the new owner whereby Tenant attorns
<br /> to, the successor in interest and recognizes the successor as the Landlord under this Lease.
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<br /> SECTION 12.3 SUBORDINATION. Tenant agrees that this Lease shall, at the request of the Landlord, be
<br /> subordinate to any mortgages or deeds of trust that may hereafter be placed upon the Premises and to any and all advances
<br /> to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof, provided the
<br /> mortgagees or beneficiaries named in said mortgages or trust deeds shall agree to recognize the interest of Tenant under
<br /> this Lease in the event of foreclosure, if Tenant is not then in default. Tenant also agrees that any mortgagee or
<br /> beneficiary may elect to have this Lease constitute a prior lien to its mortgage or deed of trust, and, in the event of such
<br /> election and upon notification by such mortgagee or beneficiary to Tenant to that effect, this Lease shall be deemed prior
<br /> in lien to such mortgage or deed of trust, whether this Lease is dated prior to or subsequent to the date of said mortgage or
<br /> deed of trust. Tenant agrees that upon the request of Landlord, or any mortgagee or beneficiary, Tenant shall execute
<br /> whatever instruments may be required to carry out the intent of this Section.
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