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<br />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 /Torn 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 /Torn, but not limited to, fire, stearn, electricity, gas, water or rain, which may leak or flow
<br />/Torn or into any part of the Premises, or /Torn 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 /Torn conditions arising upon the Premises or upon other portions of the building of which the Premises
<br />are a part, or /Torn 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 /Torn any
<br />act or neglect of any other tenant of the"Center.
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<br />SECTION 10.5 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 /Torn 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 catTiers that the
<br />foregoing mutual waiver of subrogation is contained in this Lease.
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<br />ARTICLE XI. UTILITY CHARGES
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<br />SECTION 11.1 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 XII. 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 /Torn Landlord, execute, acknowledge and deliver to Landlord a statement in
<br />writing (a) certifying that this Lease is unmodified and in full force and efTect (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 specitying 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.
<br />SECTION 12.2 ATTORNMENT. In the event any proceedings are brought for the foreclosure of, or in the
<br />event of tile conveyance by deed in lieu of foreclosure, or in the event of exercise of the power of sale under, any mortg~ge
<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_Center or any portion thereof containing the Premises, Tenant hereby attorns to, and
<br />covenants and agrees to execute an mstrument 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 a~d 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 benefici~ries 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 ~rust, and, In the event of su.ch
<br />election and upon notification by such mortgagee or beneficiary to Tenant to that effect, thIs Lease shall be deemed prtor
<br />in lien to such mortgage or deed of trust, whether this Lease is dated prior to or subsequent to th~ date of said mortgage ~r
<br />deed of trust. Tenant agrees that upon the request of Landlord, or any mortgagee or beneficiary, Tenant shall execu e
<br />whatever instruments may be required to carry out the intent of this Section.
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