Common use of Indemnity and Insurance Clause in Contracts

Indemnity and Insurance. Tenant shall indemnify Landlord for, defend Landlord against, and save Landlord harmless from any liability, loss, cost, injury, damage, or other expense that may occur or be claimed by or with respect to any person or property on or about the Premises resulting form the use, misuse, occupancy, possession, or unoccupancy of the Premises by Tenant, its agents, employees, licensees, invitees or guests. Except where any loss, cost, injury or damage is the result of Landlord's sole fault or negligence, Landlord shall not have any liability for any loss, cost, injury or damage to the Premises, to Tenant or Tenant's employees, agents, licensees, invitees or guests or to any property of such persons. Except as set forth in the Section 8, Landlord shall not be responsible or liable for loss or damage to the contents of any improvements on the Premises, regardless of who owns the contents and regardless of how or by whom the loss or damage is caused. At its sole cost and expense, Tenant shall obtain and thereafter maintain in full force and effect, at all times during the lease term and any extension thereof, the following insurance with respect to the Premises: (a) comprehensive public liability insurance having limits of not less than $500,000 for bodily injury or death to one person, $500,00 for bodily injuries or death arising out of one occurrence, and $200,000 for property damage; (b) fire and extended coverage insurance in an amount equal to at least 85 percent of the current replacement value of the Premises, which replacement value shall be redetermined by Landlord at the beginning of each year of the lease term and any extension thereof. Landlord shall, upon each such redetermination, give written notice to Tenant of such redetermined replacement value. If Tenant fails to object to such redetermined replacement value within 21 days after its receipt of written notice thereof, such value shall be deemed acceptable to Tenant. If Tenant does object to such redetermined replacement value, the replacement value of the Premises shall then be determined by an appraisal by a firm or person selected by Landlord and approved by Tenant. Such firm or person's determination of the replacement value of the Premises shall be conclusive and binding upon Landlord and Tenant. The cost of any such appraisal shall be borne equally by Landlord and Tenant. If the replacement value of the Premises determined by such an appraisal is higher than the then existing limits of fire and extended insurance coverage, Tenant shall, at its sole cost and expense, promptly cause such insurance limits to be increased to the new replacement value of the Premises. The fire and extended coverage insurance policy shall specifically provide that Landlord and any mortgagee or lessor of Landlord are additional insureds and that all payments shall be made as their interests appear. Each insurance policy furnished under this Section 8 shall be issued by a responsible insurance company acceptable to Landlord which company shall be authorized to do business in Ohio, and such insurance coverage may be written under a blanket policy or policies obtained by Tenant, which policy or policies may include other real estate owned or leased by Tenant. Landlord, Tenant and any mortgagee or lessor of Landlord shall all be named as insured parties in each such insurance policy, and each policy shall provide for written notice to Landlord and to any mortgagee or lessor of Landlord at least ten days prior to any cancellation, modification, or lapse thereof. Tenant shall furnish Landlord with memorandum copies of such insurance policies prior to the commencement of the lease term.

Indemnity and Insurance. Tenant 10.1 Lessee shall indemnify Landlord forand hold harmless Lessor from and against any and all claims arising from this Agreement, defend Landlord againstthe Equipment and/or the conduct of Lessee’s business, and save Landlord shall further indemnify and hold harmless Lessor from and against any liabilityand all claims arising from arising from this Agreement, lossthe Equipment and/or the conduct of Lessee’s business. Such indemnity shall indemnify Lessor against costs, costattorney’s fees, injuryexpenses, damageand liabilities incurred in the defense of any such claim, action or proceeding brought thereon and in any case, action or proceeding brought thereon and in any case, action or proceeding brought thereon and in any case, action, or other proceeding to be brought against Lessor by reason of such claim. Lessee, upon notice of Lessor, shall defend the same at Lessee’s expense that may occur by counsel satisfactory to Lessor. Lessee, as a material part of the consideration to Lessor, hereby assumes all risk of damage to property or be claimed by or with respect injury to any person or property on persons in or about the Premises resulting form premises arising from any cause and Lessee hereby waives all claims and respect thereto against Lessor. This indemnity agreement shall arise and be effective even if the usecause of any such loss or damage, misusedeath, occupancy, possessionbodily injury, or unoccupancy personal injury, shall be caused or contributed to by Lessor or those for whom Lessor may be responsible, or by the condition of the Premises premises. In connection with this clause, Lessee shall maintain liability insurance to limits of at least $1,000,000.00 and obtain an endorsement naming Lessor as an additional insured. Notwithstanding the provision of this Section, Lessee shall not be required to indemnify Lessor if it be proved that any loss or damage has been caused solely by TenantLessor’s negligence, its agents, employees, licensees, invitees gross negligence or guests. Except where any intentional act. 10.2 The Lessee shall also take out and maintain insurance coverage on the Equipment to protect against loss, cost, injury or damage is the result of Landlord's sole fault or negligence, Landlord shall not have any liability for any loss, cost, injury destruction or damage to the PremisesEquipment by burglary, theft, misuse, mischief, malicious damages, flood, fire, storm, earthquake, other water damage, sprinkler leakage, act of god, tempest, explosion, aircraft or other aerial devices (including any articles dropped there from), strikes, riots, civil commotion and such other risk as Lessor may consider necessary from time to Tenant or Tenant's employees, agents, licensees, invitees or guests or to any property time. Lessee shall ensure that the interests of such persons. Except as set forth Lessor in the Section 8Equipment is noted in all insurance coverages required by this Agreement. 10.3 The Lessee covenants and agrees that it shall notify its insurer or all the provisions of this Agreement, Landlord and in particular draw its insurer’s attention to this Article 10, and shall not be responsible or liable for loss or damage to the contents produce copies of any improvements on the Premises, regardless current certificates of who owns the contents and regardless of how or insurance required by whom the loss or damage is caused. At its sole cost and expense, Tenant shall obtain and thereafter maintain in full force and effect, at all times during the lease term and any extension thereof, the following insurance with respect this Agreement to the Premises: (a) comprehensive public liability insurance having limits of not less than $500,000 for bodily injury or death to one person, $500,00 for bodily injuries or death arising out of one occurrence, and $200,000 for property damage; (b) fire and extended coverage insurance in an amount equal to at least 85 percent of the current replacement value of the Premises, which replacement value shall be redetermined by Landlord at the beginning of each year of the lease term and any extension thereof. Landlord shall, Lessor upon each such redetermination, give written notice to Tenant of such redetermined replacement value. If Tenant fails to object to such redetermined replacement value within 21 days after its receipt of written notice thereof, such value shall be deemed acceptable to Tenant. If Tenant does object to such redetermined replacement value, the replacement value of the Premises shall then be determined by an appraisal by a firm or person selected by Landlord and approved by Tenant. Such firm or person's determination of the replacement value of the Premises shall be conclusive and binding upon Landlord and Tenant. The cost of any such appraisal shall be borne equally by Landlord and Tenant. If the replacement value of the Premises determined by such an appraisal is higher than the then existing limits of fire and extended insurance coverage, Tenant shall, at its sole cost and expense, promptly cause such insurance limits to be increased to the new replacement value of the Premises. The fire and extended coverage insurance policy shall specifically provide that Landlord and any mortgagee or lessor of Landlord are additional insureds and that all payments shall be made as their interests appear. Each insurance policy furnished under this Section 8 shall be issued by a responsible insurance company acceptable to Landlord which company shall be authorized to do business in Ohio, and such insurance coverage may be written under a blanket policy or policies obtained by Tenant, which policy or policies may include other real estate owned or leased by Tenant. Landlord, Tenant and any mortgagee or lessor of Landlord shall all be named as insured parties in each such insurance policy, and each policy shall provide for written notice to Landlord and to any mortgagee or lessor of Landlord at least ten days prior to any cancellation, modification, or lapse thereof. Tenant shall furnish Landlord with memorandum copies of such insurance policies prior to the commencement of the lease termrequest.

Indemnity and Insurance. Tenant shall indemnify Landlord for, defend Landlord against, and save Landlord harmless from any liability, loss, cost, injury, damage, or other expense that may occur or be claimed by or with respect to any person or property on or about the Premises resulting form the use, misuse, occupancy, possession, or unoccupancy of the Premises by Tenant, its agents, employees, licensees, invitees or guests. Except where any loss, cost, injury or damage is the result of Landlord's sole fault or negligence, Landlord shall not have any liability for any loss, cost, injury or damage to the Premises, to Tenant or Tenant's employees, agents, licensees, invitees or guests or to any property of such persons. Except as set forth in the Section 8, Landlord shall not be responsible or liable for loss or damage to the contents of any improvements on the Premises, regardless of who owns the contents and regardless of how or by whom the loss or damage is caused. At its sole cost and expense, Tenant shall obtain and thereafter maintain in full force and effect, at all times during the lease term and any extension thereof, the following insurance with respect to the Premises: (a) comprehensive public liability insurance having limits of not less than $500,000 for bodily injury or death to one person, $500,00 for bodily injuries or death arising out of one occurrence, and $200,000 for property damage; (b) fire and extended coverage insurance in an amount equal to at least 85 percent of the current replacement value of the Premises, which replacement value shall be redetermined by Landlord at the beginning of each year of the lease term and any extension thereof. Landlord shall, upon each such redetermination, give written notice to Tenant of such redetermined replacement value. If Tenant fails to object to such redetermined replacement value within 21 days after its receipt of written notice thereof, such value shall be deemed acceptable to Tenant. If Tenant does object to such redetermined replacement value, the replacement value of the Premises shall then be determined by an appraisal by a firm or person selected by Landlord and approved by Tenant. Such firm or person's determination of the replacement value of the Premises shall be conclusive and binding upon Landlord and Tenant. The cost of any such appraisal shall be borne equally by Landlord and Tenant. If the replacement value of the Premises determined by such an appraisal is higher than the then existing limits of fire and extended insurance coverage, Tenant shall, at its sole cost and expense, promptly cause such insurance limits to be increased to the new replacement value of the Premises. The fire and extended coverage insurance policy shall specifically provide that Landlord and any mortgagee or lessor of Landlord are additional insureds and that all payments shall be made as their interests appear. Each insurance policy furnished under this Section 8 shall be issued by a responsible insurance company acceptable to Landlord which company shall be authorized to do business in Ohio, and such insurance coverage may be written under a blanket policy or policies obtained by Tenant, which policy or policies may include other real estate owned or leased by TenantXxxxxx. Landlord, Tenant and any mortgagee or lessor of Landlord shall all be named as insured parties in each such insurance policy, and each policy shall provide for written notice to Landlord and to any mortgagee or lessor of Landlord at least ten days prior to any cancellation, modification, or lapse thereof. Tenant shall furnish Landlord with memorandum copies of such insurance policies prior to the commencement of the lease term.

Indemnity and Insurance. Tenant 18.1. The Lessee shall indemnify Landlord forbe solely responsible to insure the goods, defend Landlord againststocks and other belongings arranged by them for their use against fire, earthquake riots and save Landlord harmless from any liabilitycivil commotion, loss, cost, injury, damage, terrorist action etc. or other expense that may occur or be claimed by or with respect to any person or property on or about ordinary perils and keep the Premises resulting form the use, misuse, occupancy, possession, or unoccupancy of the Premises by Tenant, its agents, employees, licensees, invitees or guests. Except where any loss, cost, injury or damage is the result of Landlord's sole fault or negligence, Landlord shall not have any liability for any loss, cost, injury or damage to the Premises, to Tenant or Tenant's employees, agents, licensees, invitees or guests or to any property of such persons. Except as set forth in the Section 8, Landlord shall not be responsible or liable for loss or damage to the contents of any improvements on the Premises, regardless of who owns the contents and regardless of how or by whom the loss or damage is caused. At its sole cost and expense, Tenant shall obtain and thereafter maintain in full force and effect, same insured at all times during the lease term and any extension thereof, the following insurance with respect to the Premises: (a) comprehensive public liability insurance having limits of not less than $500,000 for bodily injury or death to one person, $500,00 for bodily injuries or death arising out of one occurrence, and $200,000 for property damage; (b) fire and extended coverage insurance in an amount equal to at least 85 percent of the current replacement value of the Premises, which replacement value shall be redetermined by Landlord at the beginning of each year tenure of the lease term at its own cost and expenses. The Lessee hereby undertakes and agrees not to do or permit to be done any extension thereofact or things which may render void or voidable any insurance of the said Building and/or the said Premises or cause any increase in premium payable thereof for which it shall be fully responsible, accountable and liable. 18.2. Landlord shallThe Lessee shall be wholly responsible for any loss, upon each such redeterminationtheft, give written notice damage or injury caused to Tenant any person whomsoever or any property whatsoever whether directly or indirectly through accident or through the defective or damaged condition or any part of the interior of the said Premises or any fittings, fixtures or wiring therein for the repair of which the Lessee is responsible hereunder or through or any way owing to the spread of fire or smoke or flow of water from the said Premises or any part thereof or through the act, default or neglect of the Lessee, its employees, agents, visitors, or customers and agrees and undertakes to indemnify the Lessor/affected person. The Lessee shall also be solely responsible for the immediate medical attention to the physical injury caused to any person/visitor/customers visiting the Premises and/or the Building and to effect adequate insurance cover in respect of suck risks with a reputed insurance company. 18.3. The Lessee shall comply with all fire and safety precautions and shall not store any chemicals, inflammable liquids, acetylene, gas, alcohol, volatile explosive oil or hazardous substances in the Premises and will not use any of such redetermined replacement valuesubstances of fluid in the Premises for any unauthorized purpose and will ensure that there is no possibility of invalidating the said insurance. If Tenant fails to object to such redetermined replacement value within 21 days after its receipt of written notice thereofAdditionally, such value shall be deemed acceptable to Tenant. If Tenant does object to such redetermined replacement valuewhilst carrying out any fittings, decorations or renovation works, the replacement value of the Premises shall then be determined by an appraisal by a firm or person selected by Landlord Lessee will take out appropriate public liability and approved by Tenantcontractors all risks policies. Such firm or person's determination of the replacement value of the Premises shall be conclusive and binding upon Landlord and Tenant. The cost of any such appraisal shall be borne equally by Landlord and Tenant. If the replacement value of the Premises determined by such an appraisal is higher than the then existing limits of fire and extended insurance coverage, Tenant shall, at its sole cost and expense, promptly cause such insurance limits to be increased to the new replacement value of the Premises. The fire and extended coverage insurance policy shall specifically provide that Landlord and any mortgagee or lessor of Landlord are additional insureds and that all payments shall be made as their interests appear. Each insurance policy furnished under this Section 8 shall be issued by a responsible insurance company acceptable to Landlord which company shall be authorized to do business in Ohio, and such insurance coverage may be written under a blanket policy or policies obtained by Tenant, which policy or policies may include other real estate owned or leased by Tenant. Landlord, Tenant and any mortgagee or lessor of Landlord shall all be named as insured parties in each such insurance policy, and each policy shall provide for written notice to Landlord and to any mortgagee or lessor of Landlord at least ten days prior to any cancellation, modification, or lapse thereof. Tenant shall furnish Landlord with memorandum copies of All such insurance policies prior shall include a provision for waiver of subrogation against the Lessor. Lessee will use its best endeavours to protect and keep safe the Premises and the property contained therein from theft or robbery and shall keep all doors, windows and other openings closed and securely fastened when the Premises is not in use or left unoccupied. The Lessor reserves the right by its agent, caretaker employees, servants and workmen to enter and fasten the same if left insecurely fastened without subjecting itself to any liability if any theft/damage occurs on this account. The Lessee shall be wholly responsible for any/all losses or damage to the commencement other occupants of the lease termsaid building and/or to the Lessor due to theft or burglary occurred due to negligence of the Lessee or its employees, agents or customers and agrees and undertakes to indemnify all the pecuniary and consequential losses and damages to the Lessor/affected person(s).

Indemnity and Insurance. Tenant shall indemnify Landlord for, defend Landlord against, and save Landlord harmless from any liability, loss, cost, injury, damage, or other expense that may occur or be claimed by or with respect to any person or property on or about the Premises resulting form the use, misuse, occupancy, possession, or unoccupancy of the Premises by Tenant, its agents, employees, licensees, invitees or guests. Except where any loss, cost, injury or damage is the result of Landlord's sole fault or negligence, A. Landlord shall not have be liable at any liability time for any loss, costdamage or injury to the property or person of any person whomsoever at any time occasioned by or arising out of any act or omission of the Tenant, or of anyone holding under Tenant or the occupancy or use of the Premises or any part thereof or the parking lot by or under the Tenant, or directly or indirectly from any state or condition of the Premises or any part during the Term of this Lease. B. Notwithstanding anything to the contrary in this Lease and, irrespective of any insurance carried by Tenant for the benefit of Landlord, Tenant agrees to protect, indemnify, and hold Landlord and the Premises harmless from any and all damages or liabilities of whatsoever nature arising under the terms of this Lease or arising out of or in connection with the operation carried on by Tenant on, or the use or occupancy of, the Premises. Section 11.02. The Tenant shall carry and maintain, during the entire ten-n hereof, at Tenant's sole cost and expense, the following types of insurance, in the amount specified and in the form provided for in this section: A. Tenant shall procure, at Tenant's own expense, on or before the date of the commencement of the term of this Lease, and shall maintain continuously during the entire term hereof, public liability insurance in the amount of $2,000,000 combined single limit for the injury or death of any number of persons or property damage. The policy or policies of insurance shall provide, that among the persons insured thereunder shall be included Landlord and all other persons whom Landlord may be required to keep insured. The amount of such insurance shall be increased from time to time to meet adequate levels of insurance for comparable operations. B. During the term of this Lease, Tenant agrees, at its own expense, to insure and keep insured the building and all the improvements on the premises against loss or damage by fire and such other hazards as are embraced by the standard extended coverage endorsement approved for use in the State of California, in an amount not less than ninety percent (90%) of the replacement cost of the building and all the improvements on the premises (excluding foundations). C. Tenant shall be responsible, at Tenant's own expense, to insure and keep insured all of Tenant's personal property and contents maintained on the leased premises. A. All policies of insurance to be provided for herein by Tenant shall be issued by companies having not less than Best's AAA rating and shall be issued in the names of the Tenant and the Landlord and for the mutual and joint benefit and protection of the parties. All public liability and property damage policies shall contain a provision that the Landlord, although named as an insured, shall nevertheless be entitled to recovery under said policies for any loss, injury or damage to Landlord, its servants, agents and employees by reason of the Premisesnegligence of the Tenant. B. Tenant shall deliver to Landlord policies evidencing the insurance procured by Tenant, to Tenant or Tenant's employees, agents, licensees, invitees or guests or to any property deliver in lieu thereof certificates of coverage from the insurance company or companies writing the policy or policies of insurance, which certificates shall, among other things, designate the company writing the same, the number, amount, and provisions thereof Upon Landlord's written request, duplicate copies of such persons. Except as set forth certificates of insurance shall be delivered to Landlord's mortgages. C. Tenant agrees that on or before ten (10) days prior to expiration of any insurance policy, Tenant will deliver to Landlord written notification in the Section 8form of a receipt or other similar document from the applicable insurance company that said policy or policies have been renewed, Landlord or deliver certificates of coverage from another good and solvent insurance company for such coverage. D. Tenant shall procure an appropriate clause in, or an endorsement on, any policy of fire or extended coverage insurance provided herein, pursuant to which the insurance companies waive subrogation or consent to a waiver of right of recovery against Landlord, and Tenant does hereby agree that it shall not be responsible make any claim against or liable for seek to recover from Landlord any loss or damage to its property or the contents property of any improvements on the Premisesothers, regardless of who owns the contents and regardless of how resulting from fire or other hazards covered by whom the loss or damage is caused. At its sole cost and expense, Tenant shall obtain and thereafter maintain in full force and effect, at all times during the lease term and any extension thereof, the following insurance with respect to the Premises: (a) comprehensive public liability insurance having limits of not less than $500,000 for bodily injury or death to one person, $500,00 for bodily injuries or death arising out of one occurrence, and $200,000 for property damage; (b) such fire and extended coverage insurance in an amount equal to at least 85 percent of the current replacement value of the Premises, which replacement value shall be redetermined by Landlord at the beginning of each year of the lease term and any extension thereof. Landlord insurance. E. Tenant shall, upon each such redeterminationLandlord's written request, give written notice procure a mortgagee loss payable endorsement to Tenant of such redetermined replacement value. If Tenant fails to object the policies; provided, however, it is expressly understood that any policy proceeds paid to such redetermined replacement value within 21 days after its receipt of written notice thereof, such value mortgagee shall be deemed acceptable to Tenant. If Tenant does object to such redetermined replacement value, available for reconstruction in accordance with the replacement value terms of the Premises shall then be determined by an appraisal by a firm or person selected by Landlord and approved by Tenant. Such firm or person's determination of the replacement value of the Premises shall be conclusive and binding upon Landlord and Tenant. The cost of any such appraisal shall be borne equally by Landlord and Tenant. If the replacement value of the Premises determined by such an appraisal is higher than the then existing limits of fire and extended insurance coverage, Tenant shall, at its sole cost and expense, promptly cause such insurance limits to be increased to the new replacement value of the Premises. The fire and extended coverage insurance policy shall specifically provide that Landlord and any mortgagee or lessor of Landlord are additional insureds and that all payments shall be made as their interests appear. Each insurance policy furnished under this Section 8 shall be issued by a responsible insurance company acceptable to Landlord which company shall be authorized to do business in Ohio, and such insurance coverage may be written under a blanket policy or policies obtained by Tenant, which policy or policies may include other real estate owned or leased by Tenant. Landlord, Tenant and any mortgagee or lessor of Landlord shall all be named as insured parties in each such insurance policy, and each policy shall provide for written notice to Landlord and to any mortgagee or lessor of Landlord at least ten days prior to any cancellation, modification, or lapse thereof. Tenant shall furnish Landlord with memorandum copies of such insurance policies prior to the commencement of the lease termLease.

Indemnity and Insurance. Tenant shall Except for Lessor’s or Xxxxxx’s employee’s, contractor’s, and/or invitee’s negligence or willful misconduct, Xxxxxx agrees to and hereby does indemnify Landlord for, defend Landlord against, and save Landlord Lessor harmless from any liability, loss, cost, injury, damage, against all claims for damages to persons arising out of or other expense that may occur relating to Xxxxxx’s use or be claimed by or with respect to any person or property on or about the Premises resulting form the use, misuse, occupancy, possession, or unoccupancy occupancy of the Premises by Tenant, its agents, employees, licensees, invitees or guests. Except where any loss, cost, injury or damage is the result of Landlord's sole fault or negligence, Landlord shall not have any liability for any loss, cost, injury or damage to the Premises, and all expenses incurred by Lessor because thereof, including attorney’s fees and court costs. Except for Lessor’s or Xxxxxx’s employee’s, contractor’s, and/or invitees’ gross negligence or willful misconduct, Xxxxxx agrees to Tenant and hereby does indemnify and save Lessor harmless against all claims for damages to property arising out of or Tenant's relating to Xxxxxx’s use or occupancy of the Premises, and all expenses incurred by Lessor because thereof, including attorney’s fees and court costs. Lessor shall not be liable for any loss of property by theft or burglary from the Premises or the Facility in which the Premises is located, absent Lessor’s gross negligence or other willful act or omission giving rise to the same (or the grossly negligent or intentional acts or omissions of Lessor’s employees, agents, licenseescontractors, invitees visitors or guests employees). Xxxxxx agrees to pay for all damages to Lessor or to any property occupants thereof caused by Xxxxxx’s misuse or neglect of such persons. Except as set forth in the Section 8, Landlord shall not be responsible or liable for loss or damage to the contents of any improvements on the Premises, regardless its apparatus or appurtenances, by Xxxxxx’s invitees, employees, agents, visitors or licensees. Supplementing the foregoing and in addition thereto, Lessee shall during the Term of who owns the contents this Lease, and regardless of how or by whom the loss or damage is caused. At its sole cost and at Lessee’s expense, Tenant shall obtain and thereafter maintain in full force and effecteffect comprehensive general liability insurance with minimum limits of $1,000,000.00 per occurrence and $1,000,000.00 aggregate and property damage limits of $100,000.00, at all times and naming Lessor as additional insureds. Lessee must also maintain during the lease term and any extension thereofof the Lease, the following insurance with respect to the Premises: (a) comprehensive public liability insurance having limits of not less than $500,000 for bodily injury or death to one personbroad form coverage on Xxxxxx's personal business property, $500,00 for bodily injuries or death arising out of one occurrenceimprovements, and $200,000 for property damage; (b) fire betterments in such amounts and extended coverage insurance in an amount equal to at least 85 percent of the current replacement value of the Premises, which replacement value shall be redetermined by Landlord at the beginning of each year of the lease term and any extension thereofforms as Lessee may elect. Landlord shall, upon each such redetermination, give written notice to Tenant of such redetermined replacement value. If Tenant fails to object to such redetermined replacement value within 21 days after its receipt of written notice thereof, such value shall be deemed acceptable to Tenant. If Tenant does object to such redetermined replacement value, the replacement value of the Premises shall then be determined by an appraisal by a firm or person selected by Landlord and approved by Tenant. Such firm or person's determination of the replacement value of the Premises shall be conclusive and binding upon Landlord and Tenant. The cost of any such appraisal shall be borne equally by Landlord and Tenant. If the replacement value of the Premises determined by such an appraisal is higher than the then existing limits of fire and extended insurance coverage, Tenant shall, at its sole cost and expense, promptly cause such insurance limits to be increased to the new replacement value of the Premises. The fire and extended coverage insurance policy shall specifically provide that Landlord and any mortgagee or lessor of Landlord are additional insureds and that all payments shall be made as their interests appear. Each insurance policy furnished under this Section 8 shall be issued by a responsible insurance company acceptable to Landlord which company shall be authorized to do business in Ohio, and such insurance coverage may be written under a blanket policy or policies obtained by Tenant, which policy or policies may include other real estate owned or leased by Tenant. Landlord, Tenant and any mortgagee or lessor of Landlord shall all be named as insured parties in each such insurance policy, and each policy Lessee shall provide for written notice to Landlord and to any mortgagee or lessor of Landlord at least ten days prior to any cancellation, modification, or lapse thereof. Tenant shall furnish Landlord with memorandum copies evidence of such insurance policies to Lessor prior to the commencement of the lease termTerm of this Lease. Lessor and Lessee each hereby release and relieve the other, and waive its right of recovery, for loss or damage arising out of or incident to the perils insured against which perils occur in, on, or about the Premises, whether due to the negligence of Lessor or Lessee or their employees, contractors, and/or invitees with respect to the insurance actually carried, or required to be carried hereunder, to the extent of the proceeds realized from such insurance coverage. Lessor and Lessee shall, upon obtaining the policies of insurance required, give notice to the insurance carrier or carriers that the foregoing mutual waiver of subrogation is contained in this Lease. Within five (5) business days of execution of this Lease by all parties, Lessee shall provide Lessor with a Certificate of Insurance on a standard Xxxxx form evidencing the above-referenced insurance and providing for a thirty (30) day notice of cancellation/non-renewal. Insurance may be provided by endorsement of Xxxxxx’s blanket insurance policies.

Indemnity and Insurance. 6.01 The Tenant shall indemnify the Landlord forand save it harmless from and against any and all claims, defend Landlord againstcommon actions, damages, liabilities, and save Landlord harmless from any liability, loss, cost, injury, damage, expenses except as caused in whole or other expense that may occur in part by accident or be claimed by or with respect to any person or property on or about the Premises resulting form the use, misuse, occupancy, possession, or unoccupancy negligence of the Premises by TenantLandlord, its agentsin connection with loss of life, employees, licensees, invitees or guests. Except where any loss, cost, personal injury or damage is the result of Landlord's sole fault or negligence, Landlord shall not have any liability for any loss, cost, injury or and/or damage to the property arising from or out of any occurrence in or at the Leased Premises, to or from the occupancy or use by the Tenant of the Leased Premises or Tenant's employees, agents, licensees, invitees or guests or to any property of such persons. Except as set forth in the Section 8, Landlord shall not be responsible or liable for loss or damage to the contents of any improvements on the Premises, regardless of who owns the contents and regardless of how or by whom the loss or damage is caused. At its sole cost and expense, Tenant shall obtain and thereafter maintain in full force and effect, at all times during the lease term and any extension part thereof, the following insurance with respect to the Premises: (a) comprehensive public liability insurance having limits of not less than $500,000 for bodily injury or death to one person, $500,00 for bodily injuries occasioned wholly or death arising out of one occurrence, and $200,000 for property damage; (b) fire and extended coverage insurance in an amount equal to at least 85 percent part by any act or omission of the current replacement value Tenant, or agents of the Premises, which replacement value shall be redetermined by Landlord at the beginning of each year of the lease term and any extension thereof. Landlord shall, upon each such redetermination, give written notice to Tenant of such redetermined replacement value. If Tenant fails to object to such redetermined replacement value within 21 days after its receipt of written notice thereof, such value shall be deemed acceptable to Tenant. If Tenant does object to such redetermined replacement value, the replacement value of the Premises shall then be determined by an appraisal by a firm or person selected by Landlord and approved by Tenant. Such firm or person's determination of the replacement value of the Premises shall be conclusive and binding upon Landlord and Tenant. The cost Tenant shall also pay all costs, expenses and reasonable attorney fees that may be incurred or paid by the Landlord in enforcing the covenants and agreements of any such appraisal this Lease. 6.02 During the term of this lease, the Tenant shall be borne equally by Landlord and Tenant. If keep its personal property in the replacement value of the Leased Premises determined by such an appraisal is higher than the then existing limits of fire and extended insurance coverage, Tenant shallinsured, at its sole cost and expenseexpenses, promptly cause against claims, fire and other risks in a broad form coverage and for personal injury under a policy of general public liability insurance with a limit of at least Five Hundred Thousand ($500,000.00) Dollars. Such policy shall name the Landlord as an additional insured. Within thirty (30) days after a request by the Landlord, the Tenant shall deliver to the Landlord proof that such insurance limits to be increased to has been purchased and is in full force and effect. Both the new replacement value of the Premises. The fire and extended coverage insurance policy shall specifically provide that Landlord and any mortgagee mortgages holding a security interest in the real property shall have the reasonable right to specify insurance company or lessor of Landlord are additional insureds carriers, which shall carry the policies. Failure to pay premiums or deliver certificates as stated shall permit Landlord, at its option, to procure such insurance and that all payments pay the required premiums, which payment shall be made as their interests appear. Each insurance policy furnished under this Section 8 due immediately to the Landlord, or to terminate the lease. 6.03 The Landlord and all mortgagees shall be issued by a responsible insurance company acceptable to Landlord which company shall be authorized to do business in Ohio, and such insurance coverage may be written under a blanket policy or policies obtained by Tenant, which policy or policies may include other real estate owned or leased by Tenant. Landlord, Tenant and any mortgagee or lessor of Landlord shall additional named insured on all be named as insured parties in each such insurance policy, and each policy shall provide for written notice to Landlord and to any mortgagee or lessor of Landlord at least ten days prior to any cancellation, modification, or lapse thereof. Tenant shall furnish Landlord with memorandum copies of such insurance policies prior to the commencement of the lease termpolicies.

Indemnity and Insurance. 18.1 Tenant shall agrees to indemnify Landlord for, defend against and save Landlord against, harmless against and save Landlord harmless from any liability, and all loss, cost, injuryliability, damagedamage and expense, including, without limitation, reasonable attorney's fees and costs, incurred in connection with or arising from: (a) any default by Tenant in the observance or performance of any of the terms, covenants or conditions of this Lease on Tenant's part to be observed or performed, or other expense that may occur (b) the uses or be claimed occupancy or manner of uses or occupancy of the Premises by Tenant or with respect to any person or property entity claiming through or under Tenant, or (c) the condition of the Premises or any occurrence on the Premises from any cause whatsoever, except to the extent caused by the gross negligence or willful misconduct of Landlord, or (d) any acts, omissions or negligence of Tenant or of the contractors, agents, servants, employees, visitors or licensees of Tenant, in, on or about the Premises resulting form or the use, misuse, occupancy, possession, or unoccupancy Building. Tenant's obligations under this Section 18.1 shall survive the termination of the Premises Lease. 18.2 Tenant shall procure at its cost and expense and keep in effect during the Term comprehensive general liability insurance, including contractual liability with a combined single limit of liability of not less than two million dollars ($2,000,000.00), and with a deductible amount acceptable to Landlord. Such coverage shall be in a comprehensive general liability form with at least the following endorsements to the extent such endorsements are generally available: (i) deleting any employee exclusion on personal injury coverage, (ii) including employees as additional insureds, (iii) providing coverage and products completed operations coverage (where applicable), (iv) deleting any liquor liability exclusions, and (v) providing for coverage of employee's automobile nonownership liability. Such insurance shall name Landlord and any other party designated by Landlord as an additional insured, shall specifically include the liability assumed hereunder by Tenant, its agentsshall provide that it is primary insurance and not excess over contributory with any other valid, employeesexisting and applicable insurance covering the same loss carried by Landlord or any other party, licenseesshall provide for severability of interests, invitees shall further provide that an act or guests. Except where omission of one of the named insureds which would void or otherwise reduce coverage shall not reduce or void the coverage as to any lossinsured, costshall afford coverage for all claims based on acts, omissions, injury or damage is which occurred or arose (or the result onset of Landlord's sole fault which occurred or negligencearose) in whole or in part during the public period, and shall provide the Landlord will receive 30 days written notice from the insurer prior to any cancellation or changes of coverage. Tenant shall deliver to Landlord policies of such insurance satisfactory to Landlord on or before the Commencement Date, and thereafter at least 30 days before the expiration dates of expiring policies; and in the event Tenant shall fail to procure such insurance, or to deliver such policies, Landlord may, at its option, procure same for the account of Tenant, and the cost thereof shall not have any liability for any loss, cost, injury or damage be paid to the Premises, Landlord within five days after delivery to Tenant or of bills therefor. Tenant's employeescompliance with the provisions of this Article 18 shall in no way limit Tenant's liability under provisions of Article 19. 18.3 Tenant shall be responsible, agents, licensees, invitees or guests or to any property of such persons. Except as set forth in the Section 8, Landlord shall not be responsible or liable for loss or damage to the contents of any improvements on the Premises, regardless of who owns the contents and regardless of how or by whom the loss or damage is caused. At at its sole cost and expense, for separately insuring Tenant's Property. 18.4 Notwithstanding anything to the contrary contained herein, to the extent permitted by their respective policies of insurance and to the extent of insurance proceeds received with respect to a loss Tenant shall obtain hereby waives any right of recovery against Landlord and thereafter maintain in full force and effect, at all times during the lease term and against any extension thereof, the following other party maintaining a policy of insurance with respect to the Premises: (a) comprehensive public liability insurance having limits Building or any portion thereof or the contents of not less than $500,000 for bodily injury or death to one person, $500,00 for bodily injuries or death arising out of one occurrence, and $200,000 for property damage; (b) fire and extended coverage insurance in an amount equal to at least 85 percent any of the current replacement value same for any loss or damage maintained by such other party with respect to the Building or the Premises or any portion of any thereof or the contents of the Premisessame or any operation therein, which replacement value shall whether or not such loss is caused by the fault or negligence of Landlord. If any policy of insurance relating to the Premises carried on by Tenant does not permit the foregoing waiver or if the coverage under any such policy would be redetermined by Landlord at the beginning of each year of the lease term and any extension thereof. Landlord shall, upon each such redetermination, give written notice to Tenant invalidated as a result of such redetermined replacement value. If Tenant fails to object to such redetermined replacement value within 21 days after its receipt of written notice thereof, such value shall be deemed acceptable to Tenant. If Tenant does object to such redetermined replacement value, the replacement value of the Premises shall then be determined by an appraisal by a firm or person selected by Landlord and approved by Tenant. Such firm or person's determination of the replacement value of the Premises shall be conclusive and binding upon Landlord and Tenant. The cost of any such appraisal shall be borne equally by Landlord and Tenant. If the replacement value of the Premises determined by such an appraisal is higher than the then existing limits of fire and extended insurance coveragewaiver, Tenant shall, if possible, obtain from the insurer under such policy a waiver of all rights of subrogation the insurer might have against Landlord or any other party maintaining a policy of insurance covering the same loss, in connection with any claim, loss or damage covered by such policy. 18.5 In order that the business of Tenant may continue with as little interruption as possible, tenant shall, during the full term of this lease and any renewals or extensions thereof, maintain at its sole Tenant's own cost and expense, promptly cause such insurance limits to be increased to the new replacement value of the Premises. The fire and extended coverage expense an insurance policy shall specifically provide that Landlord and any mortgagee or lessor of Landlord are additional insureds and that all payments shall be made as their interests appear. Each insurance policy furnished under this Section 8 shall be issued by a responsible insurance company rated by A.M. Best as an A rated company, or better, which is acceptable to Landlord which company shall be and is authorized to do conduct insurance business in OhioCalifornia insuring for their full insurable value all fixtures and equipment and, and such insurance coverage may be written under a blanket policy to the extent possible, all merchandise that is, at any time during the term of this Lease, in or policies obtained on the Premises against damage or destruction by Tenantfire, which policy or policies may include other real estate owned or leased by Tenant. Landlord, Tenant and any mortgagee or lessor of Landlord shall all be named as insured parties in each such insurance policy, and each policy shall provide for written notice to Landlord and to any mortgagee or lessor of Landlord at least ten days prior to any cancellation, modificationtheft, or lapse thereof. Tenant shall furnish Landlord with memorandum copies of such insurance policies prior to the commencement of the lease termelements ("all-risk" insurance).

Indemnity and Insurance. (a) Tenant shall indemnify Landlord forindemnify, defend and hold harmless Landlord, its agents and employees from and against any and all liability (statutory or otherwise), claims, suits, demands, judgments, costs, interest and expense (including, but not limited to, reasonable attorneys’ fees and disbursements) arising from any injury to, or death of, any person or persons or damage to property (including loss of use thereof) unless fault is due to Landlord’s or Landlord’s agents, employees or contractors negligence or willful misconduct, arising out of (i) Tenant’s use of the Premises or conduct of business therein, (ii) any work or thing whatsoever done, or any condition created (other than by Landlord, its employees, agents or contractors) by or on behalf of Tenant in or about the Premises, including during the period of time, if any, prior to the Rent Commencement Date, that Tenant may have been given access to the Premises for the purpose of doing any work or making any installations, (iii) any condition of the Premises due to or resulting from any default by Tenant in the performance of Tenant’s obligations under this Lease, or (d) any negligence or willful misconduct of Tenant or its agents, contractors, employees, subtenants, licensees or invitees. In case any action or proceeding is brought against Landlord againstby reason of any one or more thereof, Tenant shall pay all costs, reasonable attorneys’ fees, expenses and save liabilities resulting therefrom and shall resist such action or proceeding if Landlord shall so request, at Tenant’s expense, by counsel reasonably satisfactory to Landlord. Xxxxxxxx agrees to and shall indemnify, defend and hold Tenant harmless from and against any liabilityand all claims, lossdemands, costlosses, injurydamages, damage, costs and expenses (including attorneys’ fees and expenses) or other expense that may occur death of or be claimed by or with respect injury to any person or property on or about the Premises resulting form the use, misuse, occupancy, possession, or unoccupancy of the Premises by Tenant, its agents, employees, licensees, invitees or guests. Except where any loss, cost, injury or damage is the result of Landlord's sole fault or negligence, Landlord shall not have any liability for any loss, cost, injury or damage to the Premises, to Tenant or Tenant's employees, agents, licensees, invitees or guests or to any property whatsoever arising out of such persons. Except as set forth in the Section 8Landlord’s negligence or willful misconduct, Landlord or relating to Landlord’s breach or default under this Lease. (b) Tenant shall not do or permit to be responsible done any act or liable for loss thing in or damage to upon the contents Demised Premises which will invalidate or be in conflict with any zoning permit or Certificate of any improvements on the Premises, regardless of who owns the contents and regardless of how or by whom the loss or damage is caused. At its sole cost and expense, Tenant shall obtain and thereafter maintain in full force and effect, at all times during the lease term and any extension thereof, the following insurance Occupancy issued with respect to the Building, or the terms of any fire, extended coverage, boiler and machinery, sprinkler leakage, water damage, including all risk and broad form flood insurance policies covering the Building and the fixtures and property therein; and Tenant shall, at its own expense, comply with all rules, orders, regulations or requirements of any Board of Fire Underwriters or any other similar body having jurisdiction of the Building with respect to Tenant’s particular manner of use of the Premises:, and shall not knowingly do or permit anything to be done in or upon the Demised Premises in a manner which increases any insurance rates upon the Building or on any property or equipment located therein over the rate in effect at the Commencement Date. Landlord acknowledges that the Permitted Use does not violate any of the foregoing and shall have no impact on said insurance rates. (ac) comprehensive public Tenant, at its own expense, shall provide and keep in force with companies which are rated B+12 or better by A.M. Best Company and licensed in the State of Connecticut: (i) commercial general liability insurance having limits of not less than $500,000 insuring against liability for bodily injury or death to one person, $500,00 for bodily injuries or death arising out of one occurrence, and $200,000 for property damage; , including contractual liability, in the amount of $1,000,000.00 maximum combined single limit per occurrence and fire legal liability limit of $1,000,000.00; (bii) excess or umbrella liability insurance with a minimum of $3,000,0000; and (iii) “Special Form” property insurance, including standard fire and extended coverage insurance in amounts necessary to provide replacement cost coverage for Tenant’s property, leasehold improvements, trade fixtures, machinery, equipment, furniture, furnishings and any alterations in which Tenant has an amount equal insurable property interest, including, without limitation, vandalism and malicious mischief and sprinkler leakage coverage. Tenant may satisfy the requirements herein through use of an umbrella or blanket insurance policy, provided that the coverage required herein is not diminished as a result thereof. (d) Notwithstanding any other provision of this Lease, in the event of loss or damage to at least 85 percent the Building or the Demised Premises, and/or any contents, Landlord and Tenant agree to look first to any insurance in its favor before making any claim against the other party. Landlord and Tenant shall obtain, for each policy of such insurance, provisions permitting waiver of any claim against the other party for loss or damage within the scope of the current replacement value insurance, and each party for itself and its insurers waives all such insured claims against the other parry. This clause shall be invalid should Tenant not provide such waiver in its insurance, or if such insurance shall not be in force for Tenant, at time of the Premisesloss. Tenant shall carry insurance to meet co-insurance requirements for Tenant’s personal property, which replacement value including improvements and betterments. (e) All insurance policies carried by Xxxxxxxx and Tenant hereunder shall be redetermined by contain a waiver of subrogation clause. (f) Landlord at the beginning of each year of the lease term and any extension thereof. (or its principals naming Landlord shall, upon each such redetermination, give written notice to Tenant of such redetermined replacement value. If Tenant fails to object to such redetermined replacement value within 21 days after its receipt of written notice thereof, such value as an additional insured) shall be deemed acceptable to Tenant. If Tenant does object to such redetermined replacement value, the replacement value of the Premises shall then be determined by an appraisal by a firm or person selected by Landlord and approved by Tenant. Such firm or person's determination of the replacement value of the Premises shall be conclusive and binding upon Landlord and Tenant. The cost of any such appraisal shall be borne equally by Landlord and Tenant. If the replacement value of the Premises determined by such an appraisal is higher than the then existing limits of fire and extended insurance coverage, Tenant shall, at its sole cost and expense, promptly cause such insurance limits to be increased to the new replacement value of the Premises. The maintain fire and extended coverage insurance policy shall specifically provide that Landlord on the Building and such endorsements as is reasonably consistent with other similarly situated buildings in an amount not less than the full replacement value thereof (which may be exclusive of foundations), or in such amounts as any mortgagee or lessor of Landlord are additional insureds and that all payments shall be made as their interests appear. Each insurance policy furnished under this Section 8 shall be issued by a responsible insurance company acceptable to Landlord which company shall be authorized to do business in Ohio, and such insurance coverage may be written under a blanket policy or policies obtained by Tenant, which policy or policies may include other real estate owned or leased by Tenant. Landlord, Tenant and any mortgagee or lessor of Landlord shall all require, with such deductibles as shall be named as insured parties in each such insurance policy, and each policy shall provide for written notice reasonably determined by Landlord from time to Landlord and to any mortgagee or lessor of Landlord at least ten days prior to any cancellation, modification, or lapse thereof. Tenant shall furnish Landlord with memorandum copies of such insurance policies prior to the commencement of the lease termtime.

Indemnity and Insurance. (a) Landlord shall obtain and keep in force during the Term of this Lease an all-risk policy of insurance insuring the Building, but not Tenant's furniture, fixtures, or equipment or any tenant improvements, against loss or damage by fire and extended coverage hazards. Landlord may, but shall not be required to, obtain and keep in force during the Term of this Lease an insurance policy providing earthquake coverage for the Building. Landlord may, but shall not be required to, carry similar insurance policies on any tenant improvements or on any Alterations upon the Premises in accordance with the provisions of this Lease. If the annual premiums for any such insurance exceed the standard premium rates due to the nature of Tenant's operations, Tenant shall, upon receipt of appropriate premium invoices, promptly reimburse Landlord for such excess premium. (b) Tenant shall, at Tenant's sole cost and expense, obtain and keep in force during the Term of this Lease: (i) a policy of comprehensive general liability insurance (including contractual liability coverage) insuring Tenant against any liability arising out of its use, occupancy, or maintenance of the Premises and all areas appurtenant thereto with a combined single limit of not less than Two Million Dollars ($2,000,000) for property damage or injury to or death of one or more than one person n any one accident or occurrence, (ii) workers' compensation insurance as required by law; and (iii) an all-risk policy of insurance insuring the personal property of Tenant in the Premises against loss or damage by fire and extended coverage hazards, for full replacement value. The limits of said insurance shall, however, not limit the liability of the Tenant hereunder. (c) All policies of insurance required to be carried by Tenant under this Section shall be written by companies rated A+ or better in "Best's Insurance Guide" and authorized to do business in California. A copy of the paid-up policy evidencing such insurance (appropriately authenticated by the insurer) or a certificate of the insurer certifying (i) that such insurance policies have been issued, (ii) the limits of such policies, and (iii) that the policies contain the provisions required hereunder, shall be delivered to Landlord not less than five (5) business days prior to the Commencement Date or such earlier date as Tenant or Tenant's contractors, agents or employees first enter the Premises to commence work on any tenant improvements required hereunder and, upon renewals, not less than thirty (30) days prior to the expiration of such coverage. (d) Each insurance policy required to be carried by Tenant hereunder shall contain the following provisions: (i) a cross-liability clause, (ii) a provision that such policy and the coverage evidenced thereby shall be primary and non-contributing with respect to any policies carried by Landlord and that any coverage carried by Landlord shall be excess insurance; (iii) a provision including The Prudential Insurance Company of America, PM Realty Group and any other parties in interest designated by Landlord as additional insureds; and (iv) a provision requiring the insurer to give Landlord thirty (30) days prior written notice before cancelling or changing the coverage provided by any such policy. (e) Tenant hereby waives all claims against Landlord for damages to any property or injury or death of any person occurring in, upon or about the Premises arising at any time and from any cause other than by reason of gross negligence or intentionally wrongful act of Landlord, its employees or contractors, and Tenant shall indemnify Landlord for, defend Landlord against, and save hold Landlord harmless from any liability, loss, cost, injury, damage, or other expense that may occur or be claimed by or with respect damage to any property or injury to or death of any person or property occurring in, on or about the Premises resulting form the use, misuse, occupancy, possession, except such as is caused by gross negligence or unoccupancy of the Premises by Tenantintentionally wrongful act or Landlord, its agents, contractors or employees, licensees, invitees . The foregoing indemnity obligation of Tenant shall include reasonable costs and expenses incurred by Landlord from the first notice that any claim or guestsdemand is to be made or may be made. Except where The provisions of this Section shall survive the termination of this Lease with respect to any loss, costdamage, injury or damage is the result of Landlord's sole fault or negligence, Landlord shall not have any liability for any loss, cost, injury or damage to the Premises, to Tenant or Tenant's employees, agents, licensees, invitees or guests or to any property of such persons. Except as set forth in the Section 8, Landlord shall not be responsible or liable for loss or damage to the contents of any improvements on the Premises, regardless of who owns the contents and regardless of how or by whom the loss or damage is caused. At its sole cost and expense, Tenant shall obtain and thereafter maintain in full force and effect, at all times during the lease term and any extension thereof, the following insurance with respect to the Premises: (a) comprehensive public liability insurance having limits of not less than $500,000 for bodily injury or death to one person, $500,00 for bodily injuries or death arising out of one occurrence, and $200,000 for property damage; (b) fire and extended coverage insurance in an amount equal to at least 85 percent of the current replacement value of the Premises, which replacement value shall be redetermined by Landlord at the beginning of each year of the lease term and any extension thereof. Landlord shall, upon each such redetermination, give written notice to Tenant of such redetermined replacement value. If Tenant fails to object occurring prior to such redetermined replacement value within 21 days after its receipt of written notice thereof, such value shall be deemed acceptable to Tenant. If Tenant does object to such redetermined replacement value, the replacement value of the Premises shall then be determined by an appraisal by a firm or person selected by Landlord and approved by Tenant. Such firm or person's determination of the replacement value of the Premises shall be conclusive and binding upon Landlord and Tenant. The cost of any such appraisal shall be borne equally by Landlord and Tenant. If the replacement value of the Premises determined by such an appraisal is higher than the then existing limits of fire and extended insurance coverage, Tenant shall, at its sole cost and expense, promptly cause such insurance limits to be increased to the new replacement value of the Premises. The fire and extended coverage insurance policy shall specifically provide that Landlord and any mortgagee or lessor of Landlord are additional insureds and that all payments shall be made as their interests appear. Each insurance policy furnished under this Section 8 shall be issued by a responsible insurance company acceptable to Landlord which company shall be authorized to do business in Ohio, and such insurance coverage may be written under a blanket policy or policies obtained by Tenant, which policy or policies may include other real estate owned or leased by Tenant. Landlord, Tenant and any mortgagee or lessor of Landlord shall all be named as insured parties in each such insurance policy, and each policy shall provide for written notice to Landlord and to any mortgagee or lessor of Landlord at least ten days prior to any cancellation, modification, or lapse thereof. Tenant shall furnish Landlord with memorandum copies of such insurance policies prior to the commencement of the lease termtermination.

Indemnity and Insurance. Tenant shall The Lessee hereby agrees to indemnify Landlord for, defend Landlord against, the Lessor against and save Landlord to hold the Lessor harmless from any liability, loss, cost, injury, damage, and all claims or other expense that may occur or be claimed by or with respect to any person or property on or about the Premises resulting form the use, misuse, occupancy, possession, or unoccupancy of the Premises by Tenant, its agents, employees, licensees, invitees or guests. Except where any loss, cost, injury or damage is the result of Landlord's sole fault or negligence, Landlord shall not have any liability for any loss, cost, injury or damage to the Premises, to Tenant or Tenant's employees, agents, licensees, invitees or guests or to any property of such persons. Except as set forth in the Section 8, Landlord shall not be responsible or liable demands for loss or damage to the contents of property or for injury or death to any improvements on the Premisesperson from any cause whatsoever while in, regardless of who owns the contents upon or about said leased premises, including walkways and regardless of how or by whom the loss or damage is caused. At its sole cost and expenseparking lots, Tenant shall obtain and thereafter maintain in full force and effect, at all times during the term of this lease term and or any extension thereof, the following insurance with respect to the Premises: (a) comprehensive public liability insurance having limits of not less than $500,000 for bodily injury or death to one person, $500,00 for bodily injuries or death arising out of one occurrence, and $200,000 for property damage; (b) fire and extended coverage insurance or in an amount equal to at least 85 percent connection with Lessee's use or occupancy of the current replacement value of the Premises, which replacement value shall be redetermined by Landlord at the beginning of each year of the lease term and any extension thereof. Landlord shall, upon each such redetermination, give written notice to Tenant of such redetermined replacement value. If Tenant fails to object to such redetermined replacement value within 21 days after its receipt of written notice thereof, such value shall be deemed acceptable to Tenant. If Tenant does object to such redetermined replacement value, the replacement value of the Premises shall then be determined by an appraisal by a firm or person selected by Landlord and approved by Tenant. Such firm or person's determination of the replacement value of the Premises shall be conclusive and binding upon Landlord and Tenantleased premises. The cost of any such appraisal shall be borne equally by Landlord Lessee agrees to acquire and Tenant. If the replacement value of the Premises determined by such an appraisal is higher than the then existing limits of fire and extended maintain from a reputable insurance coverage, Tenant shallcompany, at its sole cost and expense, promptly cause public liability insurance against property damage or personal injury growing out of the use of or occurring on or about the leased premises with liability limits of not less than One Million Dollars ($1,000,000) for injuries to one person and One Million Dollars ($1,000,000) for injuries to more than one person in any one accident or occurrence, and for loss or damage to the property of any person or persons, for not less than One Hundred Thousand Dollars ($100,000). The Lessor shall be named as an additionally named insured on all such insurance limits policies and Lessee shall furnish the Lessor a certificate by the insurer indicating said coverage to be increased in effect. It is understood by and between the Lessor and Lessee that the Lessee will only be able to obtain the new replacement value above coverage therefore an umbrella policy will be obtained to increase the limits up to $500,000.00 for injuries to one person or more than one person at the sole cost and expense of the PremisesLessee. The In addition, sums due for said insurance shall be paid for by the Lessee as additional rent for the succeeding month. During the term of this Lease or any extension or renewal thereof, the Lessee, as it sole cost and expense, shall provide fire and extended coverage insurance policy shall specifically provide that Landlord for the full insurable value not less than ($100.000) of the real property (building) improvements, which term includes machinery, fixtures, air conditioning and any mortgagee or lessor equipment affixed to the building, which are a part of Landlord are the leased premises. The Lessor is to be named additional insureds insured and that all payments shall be made as their interests appear. Each provided with a certificate of insurance policy furnished under this Section 8 shall be issued by a responsible insurance company acceptable to Landlord which company shall be authorized to do business in Ohio, and the insurer showing such insurance coverage may to be written under a blanket policy or policies obtained by Tenant, which policy or policies may include other real estate owned or leased by Tenant. Landlord, Tenant and any mortgagee or lessor of Landlord shall all be named as insured parties in each such insurance policy, and each policy shall provide for written notice to Landlord and to any mortgagee or lessor of Landlord at least ten days prior to any cancellation, modification, or lapse thereof. Tenant shall furnish Landlord with memorandum copies of such insurance policies prior to the commencement of the lease termeffect.

Indemnity and Insurance. (A) During the term of this Lease, and at any other time while Tenant or any person claiming under Tenant shall indemnify Landlord forbe upon the Entire Parcel, defend Landlord againstTenant shall to the extent permitted by law, and save Landlord harmless from from, and defend and indemnify Landlord against any liability, loss, cost, and all injury, loss or damage, and any and all claims for injury, loss or other expense that may occur or be claimed damage, of whatever nature (i) caused by or with respect resulting from, or claimed to have been caused by or to have resulted from, any act, omission or negligence of Tenant or any person or property on claiming under Tenant (including without limitation, subtenants of Tenant and employees and contractors of Tenant and its subtenants) no matter where occurring, and (ii) occurring in, upon or about the Demised Premises resulting form or in connection with the use, misuseoccupancy or control thereof, occupancyno matter how caused. This indemnity and hold harmless agreement shall include indemnity against all costs, possessionexpenses and liabilities incurred in connection with any and such injury, or unoccupancy of the Premises by Tenant, its agents, employees, licensees, invitees or guests. Except where any loss, cost, injury or damage is the result of Landlord's sole fault or negligence, Landlord shall not have any liability for any loss, cost, injury or damage to the Premises, to Tenant or Tenant's employees, agents, licensees, invitees or guests or to any property of such persons. Except as set forth in the Section 8, Landlord shall not be responsible or liable for loss or damage or any such claim, or any proceeding brought thereon or the defense thereof. If Tenant or any person claiming under Tenant or the whole or any part of the property of the Tenant or any person claiming under Tenant shall be injured, lost or damaged by theft, fire, water, steam or in an other way or manner, whether similar or dissimilar to the contents foregoing, then, to the extent permitted by law, no part of any improvements on the Premisessaid injury, regardless of who owns the contents and regardless of how or by whom the loss or damage is causedshall be borne by Landlord, its employees or its agents. At its sole cost Landlord shall, to the extent permitted by law, shall save the Tenant harmless from and expense, defend and indemnify the Tenant against injury or loss as a result of the Landlord's negligent and willful misconduct (B) Tenant shall obtain and thereafter maintain in full force and effectcommercial general liability insurance, at all times during the lease term and any extension thereof, the following insurance with respect to the Premises: (a) comprehensive public liability Demised Premises and its appurtenances, issued by an insurance having limits company approved by Landlord, naming Landlord and Tenant and any designees of Landlord as insureds, in amounts of not less than One Million Dollars ($500,000 for bodily injury 1,000,000.00) with respect to injuries to any one person and not less than Three Million Dollars ($3,000,000.00) with respect to injuries suffered in any one accident and not less than One Hundred Thousand Dollars($100,000.00) with respect to property, or death to one person, $500,00 for bodily injuries or death arising out of one occurrence, and $200,000 for property damage; (b) fire and extended coverage insurance in an amount equal to at least 85 percent of the current replacement value of the Premises, which replacement value such greater amounts as shall be redetermined by Landlord at required the beginning of each year of the lease term and any extension thereof. Landlord shall, upon each such redetermination, give written notice to Tenant of such redetermined replacement value. If Tenant fails to object to such redetermined replacement value within 21 days after its receipt of written notice thereof, such value shall be deemed acceptable to Tenant. If Tenant does object to such redetermined replacement value, the replacement value of the Premises shall then be determined by an appraisal by a firm or person selected by Landlord and approved by Tenant. Such firm or person's determination of the replacement value of the Premises shall be conclusive and binding upon Landlord and Tenant. The cost holder of any such appraisal shall be borne equally by Landlord and Tenant. If mortgage upon the replacement value Demised Premises or premises of which the Demised Premises determined by such an appraisal is higher than the then existing limits of fire and extended insurance coverage, Tenant shall, at its sole cost and expense, promptly cause such insurance limits to be increased to the new replacement value of the Premises. The fire and extended coverage insurance policy shall specifically provide that Landlord and any mortgagee or lessor of Landlord are additional insureds and that all payments shall be made as their interests appear. Each insurance policy furnished under this Section 8 shall be issued by a responsible insurance company acceptable to Landlord which company shall be authorized to do business in Ohio, and such insurance coverage may be written under a blanket policy or policies obtained by Tenant, which policy or policies may include other real estate owned or leased by Tenant. Landlord, Tenant and any mortgagee or lessor of Landlord shall all be named as insured parties in each such insurance policy, and each policy shall provide for written notice to Landlord and to any mortgagee or lessor of Landlord at least ten days prior to any cancellation, modification, or lapse thereofpart. Tenant shall furnish deliver to Landlord with memorandum copies the policies of such insurance policies insurance, or certificates thereof, at least fifteen (15) days prior to the commencement of the lease termterm of this Lease and each renewal policy or certificate thereof in form acceptable to Landlord, at least fifteen (15) days prior to the expiration of the policy it renews. All such insurance policies shall provide that such policies shall not be canceled or changed without at least fifteen (15) days notice to Landlord.

Indemnity and Insurance. Tenant shall (I) TENANT agrees to save LANDLORD harmless from, and indemnify Landlord for, defend Landlord LANDLORD against, and save Landlord harmless from covenants not to xxx LANDLORD for, to the extent permitted by law, any liability, loss, cost, and all injury, loss or damage and any and all claims of injury, loss or damage, or other expense that may occur or be claimed of whatever nature (a) caused by or with respect resulting from, or claimed to have been caused by or to have resulted from, any person act, omission or property on negligence of LANDLORD, by TENANT or anyone claiming under TENANT (including, but without limitation subtenants and concessionaires of TENANT and, employees and contractors of TENANT or its subtenants or concessionaires), no matter where occurring and (b) occurring upon or about the Premises resulting form the useDemised Premises, misuseincluding but not limited to common areas, occupancyparking lots, possessionlandscaped areas, or unoccupancy no matter how caused, all of the Premises by Tenantforegoing REGARDLESS OF ANY NEGLIGENCE ON LANDLORD'S PART. This covenant, its agentsindemnity and hold harmless agreement shall include indemnity against all costs, employeesexpenses and liabilities incurred in connection with any such injury, licensees, invitees or guests. Except where any loss, cost, injury or damage is the result of Landlord's sole fault or negligence, Landlord shall not have any liability for any loss, cost, injury or damage to the Premises, to Tenant or Tenant's employees, agents, licensees, invitees or guests or to any property of such persons. Except as set forth in the Section 8, Landlord shall not be responsible or liable for loss or damage or any such claim, or any proceeding brought thereon or the defense thereof. If TENANT or anyone claiming under TENANT, or the whole or any other part of the property of TENANT or anyone claiming under TENANT shall be injured, lost or damaged by theft, fire, water or steam or in any other way or manner, whether similar or dissimilar to the contents foregoing, no part of any improvements on the Premisessaid injury, regardless of who owns the contents and regardless of how or by whom the loss or damage is causedto be borne by LANDLORD. At its sole cost and expense, Tenant shall obtain and thereafter maintain in full force and effect, at all times during the lease term and any extension thereof, the following insurance with respect TENANT covenants not to the Premises: (a) comprehensive public liability insurance having limits of not less than $500,000 for bodily injury or death to one person, $500,00 for bodily injuries or death arising out of one occurrencexxx LANDLORD for, and $200,000 agrees that LANDLORD shall not be liable to TENANT or anyone claiming under TENANT for property damage; (b) fire and extended coverage insurance in an amount equal to at least 85 percent any injury, loss or damage that may be caused by or result from the fault or negligence of any persons occupying adjoining premises or any other part of the current replacement value of the Entire Premises, which replacement value shall be redetermined or as the result of criminal acts by Landlord at the beginning third parties, regardless of each year of the lease term and any extension thereof. Landlord shall, upon each such redetermination, give written notice to Tenant of such redetermined replacement value. If Tenant fails to object to such redetermined replacement value within 21 days after its receipt of written notice thereof, such value shall be deemed acceptable to Tenant. If Tenant does object to such redetermined replacement value, the replacement value of the Premises shall then be determined by an appraisal by a firm or person selected by Landlord and approved by Tenant. Such firm or person's determination of the replacement value of the Premises shall be conclusive and binding upon Landlord and Tenant. The cost of any such appraisal shall be borne equally by Landlord and Tenant. If the replacement value of the Premises determined by such an appraisal is higher than the then existing limits of fire and extended insurance coverage, Tenant shall, at its sole cost and expense, promptly cause such insurance limits to be increased to the new replacement value of the Premises. The fire and extended coverage insurance policy shall specifically provide that Landlord and any mortgagee or lessor of Landlord are additional insureds and that all payments shall be made as their interests appear. Each insurance policy furnished under this Section 8 shall be issued by a responsible insurance company acceptable to Landlord which company shall be authorized to do business in Ohio, and such insurance coverage may be written under a blanket policy or policies obtained by Tenant, which policy or policies may include other real estate owned or leased by Tenant. Landlord, Tenant and any mortgagee or lessor of Landlord shall all be named as insured parties in each such insurance policy, and each policy shall provide for written notice to Landlord and to any mortgagee or lessor of Landlord at least ten days prior to any cancellation, modification, or lapse thereof. Tenant shall furnish Landlord with memorandum copies of such insurance policies prior to the commencement of the lease termforseeability.

Indemnity and Insurance. Tenant shall agrees to indemnify Landlord for, defend Landlord against, and save harmless Landlord harmless from and against all claims of whatever nature arising from any liabilityact, loss, cost, injury, damageomission or negligence of Tenant, or other expense that may occur Tenant's officers, agents, servants, licensees or be claimed by contractors, or with respect arising from any accident, injury or damage whatsoever caused to any person or to the property on of any person during the term hereof in or about the Demised Premises. This indemnity and hold harmless agreement shall include indemnity against all costs, expenses, and liabilities incurred in connection with any such claim or proceeding brought thereon and the defense thereof. Tenant agrees to use and occupy the Demised Premises resulting form the use, misuse, occupancy, possession, or unoccupancy of the Premises by Tenant, its agents, employees, licensees, invitees or guests. Except where any loss, cost, injury or damage is the result of Landlord's sole fault or negligence, and further agrees that Landlord shall not have any no responsibility or liability for any loss, cost, injury or damage to the Premises, to Tenant or Tenant's employees, agents, licensees, invitees or guests or to any property of such persons. Except as set forth in the Section 8, Landlord shall not be responsible or liable for loss or damage to fixtures, equipment, merchandise or other personal property of Tenant. Tenant shall not carry any stock of goods or do anything in or about said Demised Premises which will in any way tend to increase insurance rates on said Demised Premises or the contents of Building in which the same are located. If Landlord shall consent to such use, Tenant agrees to pay as additional rental any improvements increase in premiums for insurance against loss by fire or extended coverage risks resulting from the business carried on in the Demised Premises by Tenant. If Tenant installs any electrical equipment that overloads the power lines to the Building or if any insurance company insuring the Building or the Demised Premises makes any safety recommendations regarding the Demised Premises, regardless Tenant shall at its own expense, make whatever changes are necessary to comply with the requirements of who owns the contents insurance underwriters, insurance rating bureaus, loss control specialists or governmental authorities having jurisdiction. Tenant agrees to procure and regardless maintain a policy or policies of how or by whom the loss or damage is caused. At insurance, at its sole own cost and expense, insuring Landlord and Tenant shall obtain from all claims, demands, or actions made by or on behalf of any person or persons, firm, or corporation arising from, related to, or connected with the conduct and thereafter maintain operation of Tenant's business in full force the Demised Premises for injury to or death of one or more persons and effect, at all times during for damage to property in the lease term and any extension thereof, the following insurance with respect to the Premises: (a) comprehensive public liability insurance having limits combined single limit of not less than $500,000 for bodily injury 1,000,000 each occurrence. Tenant shall carry like coverage against loss or death damage by boiler or internal explosion by boilers, if there is a boiler in the Demised Premises. Said insurance shall not be subject to one person, $500,00 for bodily injuries or death arising out of one occurrencecancellation except after at least thirty (30) days' prior written notice to Landlord, and $200,000 the policy or policies, or duly executed certificate or certificates for property damage; (b) fire and extended coverage insurance in an amount equal to at least 85 percent the same, together with satisfactory evidence of the current replacement value payment of the Premisespremium thereon, which replacement value shall be redetermined by deposited with Landlord at the beginning of each year commencement of the lease term and any extension thereof. Landlord shall, upon each such redetermination, give written notice renewals thereof no less than thirty (30) days prior to Tenant the expiration of the term of such redetermined replacement valuecoverage. If Tenant fails to object to comply with such redetermined replacement value within 21 days after requirement, Landlord may obtain such insurance and keep the same in effect, and Tenant shall pay landlord the premium cost thereof upon demand. Landlord shall procure at its receipt own expense during the term of written notice thereofthis Lease fire, windstorm, extended coverage, such value other insurance as Landlord may obtain, and rental loss insurance on the Project provided, however, Tenant shall be deemed acceptable to Tenant. If Tenant does object to such redetermined replacement value, the replacement value reimburse Landlord for its share of the Premises shall then be determined by an appraisal by a firm or person selected by actual net cost and expense to Landlord and approved by Tenant. Such firm or person's determination of the replacement value of the Premises shall be conclusive and binding upon Landlord and Tenant. The cost of any such appraisal shall be borne equally by Landlord and Tenant. If the replacement value of the Premises determined by such an appraisal is higher than the then existing limits of fire and fire, windstorm, extended insurance coverage, Tenant shall, at its sole cost and expense, promptly cause such insurance limits to be increased to the new replacement value of the Premises. The fire and extended coverage insurance policy shall specifically provide that Landlord and any mortgagee or lessor of Landlord are additional insureds and that all payments shall be made as their interests appear. Each insurance policy furnished under this Section 8 shall be issued by a responsible insurance company acceptable to Landlord which company shall be authorized to do business in Ohio, and such insurance coverage may be written under a blanket policy or policies obtained by Tenant, which policy or policies may include other real estate owned or leased by Tenant. Landlord, Tenant and any mortgagee or lessor of Landlord shall all be named as insured parties in each such insurance policy, and each policy shall provide for written notice to Landlord and to any mortgagee or lessor of Landlord at least ten days prior to any cancellation, modification, or lapse thereofrental loss insurance. Tenant shall furnish procure at its own expense from the time Tenant takes possession until the end of the Lease Term, fire, extended coverage, vandalism, and sprinkler leakage insurance on the Demised Premises. This property insurance shall include floor coverings and/or any improvements and fixtures and signs installed by Landlord. Each of Landlord with memorandum copies of such insurance policies prior and Tenant hereby releases the other from any and all liability or responsibility (to the commencement other or anyone claiming through or under them by way of subrogation or otherwise) for any loss or damage to property caused by fire or any other insured peril, even if such fire or other casualty shall have been caused by the fault or negligence of the lease termother party or anyone for whom such party may be responsible. Tenant also agrees to obtain a waiver of subrogation from its insurer, subject to availability.

Indemnity and Insurance. 11.1 Except in the event of negligence on the part of Landlord or Landlord's willful misconduct, Tenant shall agrees to save Landlord harmless from, and indemnify Landlord for, defend Landlord against, to the extent permitted by law, any and save Landlord harmless from any liability, loss, cost, all injury, damageloss or damage and any and all claims for injury, loss or damage and any and all claims for injury, loss of whatever nature (1) caused by or resulting from or, claimed to have been caused by or to have resulted from, any act, omission or negligence of Tenant or anyone claiming under Tenant (including, but without limitation, subtenants and concessionaires of Tenant and employees and contractors of Tenant or its subtenants or concessionaires), no matter where occurring, or other expense that may occur or be claimed by or with respect to any person or property on (2) occurring upon or about the Premises resulting form the usePremises, misuseno matter how caused. This indemnity and hold harmless agreement shall include indemnity against all costs, occupancyexpenses and liabilities, possessionincurred in connection with any such injury, loss or damage or any such claim, or unoccupancy any proceeding brought thereon or the defense thereof. To the maximum extent that this Lease may be made effective according to law, Tenant agrees to use and occupy the Premises at its sole risk. Without limiting the generality of the Premises immediately preceding sentence, if Tenant or anyone claiming under Tenant or the whole or any part of the property of Tenant or anyone claiming under Tenant shall be injured, lost or damaged by Tenanttheft, its agentsfire, employeeswater or steam or in any other way or manner, licenseeswhether similar or dissimilar to the foregoing, invitees or guests. Except where any lossno part of said injury, cost, injury loss or damage is the result of Landlord's sole fault to be borne by Landlord or negligence, Landlord shall not have any liability for any loss, cost, injury or damage to the Premises, to its agents. Tenant or Tenant's employees, agents, licensees, invitees or guests or to any property of such persons. Except as set forth in the Section 8, agrees that Landlord shall not be responsible liable to Tenant or liable anyone claiming under Tenant for any injury, loss or damage to that may be caused by or result from the contents fault or negligence of any improvements on persons occupying adjoining premises or any other part ot the Entire Premises. 11.2 Tenant will maintain general comprehensive public liability insurance, regardless of who owns the contents and regardless of how or by whom the loss or damage is caused. At its sole cost and expense, Tenant shall obtain and thereafter maintain in full force and effect, at all times during the lease term and any extension thereof, the following insurance with respect to the Premises: (a) comprehensive public liability Premises and its appurtenances, issued by insurance having limits companies authorized to do business in the Commonwealth of Massachusetts, naming Landlord and Tenant as the insureds, in amounts not less than $ 2,000,0000 with respect to injuries to any one person and not less than $ 3,000,000 with respect to injuries suffered in any one accident, and not less than $500,000 for bodily injury or death with respect to one person, $500,00 for bodily injuries or death arising out of one occurrence, and $200,000 for property damage; (b) fire and extended coverage insurance in an amount equal to at least 85 percent of the current replacement value of the Premises, which replacement value shall be redetermined by Landlord at the beginning of each year of the lease term and any extension thereof. Landlord shall, upon each such redetermination, give written notice to Tenant of such redetermined replacement value. If Tenant fails to object to such redetermined replacement value within 21 days after its receipt of written notice thereof, such value shall be deemed acceptable to Tenant. If Tenant does object to such redetermined replacement value, the replacement value of the Premises shall then be determined by an appraisal by a firm or person selected by Landlord and approved by Tenantproperty. Such firm or person's determination of the replacement value of the Premises policies shall be conclusive and binding upon Landlord and Tenant. The cost of any such appraisal shall be borne equally by Landlord and Tenant. If the replacement value of the Premises determined by such an appraisal is higher than the then existing limits of fire and extended insurance coverage, Tenant shall, at its sole cost and expense, promptly cause such insurance limits to be increased to the new replacement value of the Premises. The fire and extended coverage insurance policy shall specifically provide that Landlord is a named additional insured under such policy and any mortgagee each and every certificate of insurance as required to be provided by Tenant to Landlord shall name OWNER as the certificate holder and the so called descriptions or lessor special conditions section of certificate shall state that the Landlord are as herein defined is a named additional insureds and that all payments insured. Such policies of insurance or certificates thereof shall be made as their interests appear. Each insurance policy furnished under this Section 8 shall be issued by a responsible insurance company acceptable delivered to Landlord which company shall be authorized to do business in Ohio, and such insurance coverage may be written under a blanket policy or policies obtained by Tenant, which policy or policies may include other real estate owned or leased by Tenant. Landlord, Tenant and any mortgagee or lessor of Landlord shall all be named as insured parties in each such insurance policy, and each policy shall provide for written notice to Landlord and to any mortgagee or lessor of Landlord at least ten fifteen (15) days prior to any cancellation, modification, or lapse thereof. Tenant shall furnish Landlord with memorandum copies of such insurance policies prior to the commencement of the lease term.term of this Lease, and each renewal policy or certificate thereof, at least fifteen (15) days prior to the expiration of the policy it renews. In the event the Tenant fails to

Indemnity and Insurance. (a) Hold Harmless Clause. Tenant shall agrees to indemnify and hold Landlord forand the property of Landlord, defend Landlord againstincluding Demised Premises, free and save Landlord harmless from any and all claims, liability, loss, costdamages resulting from Tenant's occupation and use of said premises, injuryspecifically including, damagewithout limitation, any claim, liability, loss or other expense that may occur damage arising by reason of: (1) The death or be claimed by or with respect to injury of any person or property on persons, including Tenant or about the Premises resulting form the use, misuse, occupancy, possessionany person who is an employee or agent of Tenant, or unoccupancy by reason of the Premises damage to or destruction of any property, including property owned by Tenant or any person who is an employee or agent of Tenant, and caused or allegedly caused by either the condition of the Demised Premises, or act or omission of Tenant, its agents, employees, licenseesservants, contractors, sublessees, customers or invitees on the Demised Premises provided no negligent act or guests. Except where omission on the part of the Landlords contributed thereto: (2) Any work performed on the Demised Premises or materials furnished to the Demised Premises at the instance or request of Tenant or any lossagent or employee of Tenant; and (3) Tenant's failure to perform any provisions of this Lease or to comply with any requirement of law or any requirement imposed on Landlord or the Demised Premises by any duly authorized governmental agency or political subdivision. (4) All Tenants personal property of every kind and description, costincluding trade fixtures, injury or damage is which may at any time be n the result of LandlordDemised Premises shall be kept at Tenant's sole fault risk or negligenceat the risk of those claiming under Tenant, Landlord shall not have any liability for any loss, cost, injury or damage to the Premises, to Tenant or Tenant's employees, agents, licensees, invitees or guests or to any property of such persons. Except as set forth in the Section 8, and Landlord shall not be responsible or liable to Tenant for any loss of business or other loss or damage that may be occasioned by or through the acts or omissions of persons occupying adjoining premises or any part of premises adjacent to or connected with the contents Demised Premises or any part of the building of which the Demised Premises are part or for any improvements on the Premises, regardless of who owns the contents and regardless of how or by whom the loss or damage is caused. At its sole cost and expense, Tenant shall obtain and thereafter maintain in full force and effect, at all times during the lease term and of any extension thereof, the following insurance with respect to the Premises: (a) comprehensive public liability insurance having limits of not less than $500,000 for bodily injury or death to one person, $500,00 for bodily injuries or death arising out of one occurrence, and $200,000 for property damage; (b) fire and extended coverage insurance in an amount equal to at least 85 percent of the current replacement value of the Premises, which replacement value shall be redetermined by Landlord at the beginning of each year of the lease term and any extension thereof. Landlord shall, upon each such redetermination, give written notice to Tenant of such redetermined replacement value. If Tenant fails to object to such redetermined replacement value within 21 days after its receipt of written notice thereof, such value shall be deemed acceptable kind resulting to Tenant. If , its business or property or the business or property of others claiming under Tenant does object to such redetermined replacement valuefrom burst, overflowing, stopped or leaking water, gas, sewer or steam pipes, or heating, cooling or plumbing fixtures, or from electric wires or gas odors within the replacement value Demised Premises for any cause whatsoever, except as may result from and be directly caused by the negligence of the Premises shall then be determined by an appraisal by a firm or person selected by Landlord and approved by Tenant. Such firm or person's determination of the replacement value of the Premises shall be conclusive and binding upon Landlord and Tenant. The cost of any such appraisal shall be borne equally by Landlord and Tenant. If the replacement value of the Premises determined by such an appraisal is higher than the then existing limits of fire and extended insurance coverage, Tenant shall, at its sole cost and expense, promptly cause such insurance limits to be increased to the new replacement value of the Premises. The fire and extended coverage insurance policy shall specifically provide that Landlord and any mortgagee or lessor of Landlord are additional insureds and that all payments shall be made as their interests appear. Each insurance policy furnished under this Section 8 shall be issued by a responsible insurance company acceptable to Landlord which company shall be authorized to do business in Ohio, and such insurance coverage may be written under a blanket policy or policies obtained by Tenant, which policy or policies may include other real estate owned or leased by Tenant. Landlord, Tenant and any mortgagee its agents or lessor of Landlord shall all be named as insured parties in each such insurance policy, and each policy shall provide for written notice to Landlord and to any mortgagee or lessor of Landlord at least ten days prior to any cancellation, modification, or lapse thereof. Tenant shall furnish Landlord with memorandum copies of such insurance policies prior to the commencement of the lease termemployees.

Indemnity and Insurance. Tenant shall i. Lessee agrees to save Lessor harmless from, and indemnify Landlord for, defend Landlord Lessor against, to the extent permitted by law, any and save Landlord harmless from any liability, loss, cost, all injury, loss or damage, and any and all claims of injury, loss or other expense that may occur or be claimed damage, of whatever nature (a) caused by or with respect resulting from, or claimed to have been caused by or to have resulted from, any person act, omission or property on negligence of Lessee or anyone claiming under Lessee (including, but without limitation, subtenants and concessionaires of Lessee and employees and contractors of Lessee or its subtenants or concessionaires), no matter where occurring, or (b) occurring upon or about the Premises resulting form the use, misuse, occupancy, possession, or unoccupancy of the Premises by Tenant, its agents, employees, licensees, invitees or guests. Except where any loss, cost, injury or damage is the result of Landlord's sole fault or negligence, Landlord shall not have any liability for any loss, cost, injury or damage to the Demised Premises, to Tenant or Tenant's employeesno matter how caused. This indemnity and hold harmless agreement shall include indemnity against all costs, agentsexpenses and liabilities incurred in connection with any such injury, licensees, invitees or guests or to any property of such persons. Except as set forth in the Section 8, Landlord shall not be responsible or liable for loss or damage or any such claim, or any proceeding brought thereon or the defense thereof. If Lessee or anyone claiming under Lessee, or the whole or any other part of the property of Lessee or anyone claiming under Lessee shall be injured, lost or damaged by theft, fire, water or steam, or in any other way or manner, whether similar or dissimilar to the contents foregoing, no part of any improvements on the Premisessaid injury, regardless of who owns the contents and regardless of how or by whom the loss or damage is causedto be borne by Lessor or its agents unless the same shall be caused by or result solely from the fault of negligence of Lessor or its agents. At its sole cost and expenseXxxxxx agrees that Lessor shall not be liable to Lessee or anyone claiming under Lessee for any injury, Tenant shall obtain and thereafter loss, or damage that may be caused by or result from the fault or negligence of any persons occupying adjoining Premises or any other part of the Entire Premises. ii. Lessee will maintain in full force and effectgeneral comprehensive public liability insurance, at all times during the lease term and any extension thereof, the following insurance with respect to the Premises: (a) comprehensive public liability insurance having limits of Demised Premises and its appurtenances, naming Lessor and Lessee as insured, in amounts not less than One Million ($500,000 for bodily injury or death 1,000,000.00) Dollars with respect to injuries to any one person, person and not less than One Million ($500,00 for bodily 1,000,000.00) Dollars with respect to injuries or death arising out of suffered in any one occurrenceaccident, and not less than One Million ($200,000 for property damage; 1,000,000.00) Dollars with respect to property. Lessee will keep all plate glass insured naming Lessor and Xxxxxx as insured as their interest may appear. Lessor may, from time to time, increase the amount of such Public Liability insurance coverage by giving ninety (b90) fire and extended coverage insurance in an amount equal to at least 85 percent of the current replacement value of the Premises, which replacement value shall be redetermined by Landlord at the beginning of each year of the lease term and any extension thereof. Landlord shall, upon each such redetermination, give days prior written notice thereof to Tenant of such redetermined replacement value. If Tenant fails to object to such redetermined replacement value within 21 days after its receipt of written notice thereofLessee, such value in which event, all subsequent policies acquired by Lessee shall be deemed acceptable to Tenant. If Tenant does object to such redetermined replacement value, the replacement value of the Premises shall then be determined by an appraisal by a firm or person selected by Landlord and approved by Tenant. Such firm or person's determination of the replacement value of the Premises shall be conclusive and binding upon Landlord and Tenant. The cost of any such appraisal shall be borne equally by Landlord and Tenant. If the replacement value of the Premises determined by such an appraisal is higher than the then existing limits of fire and extended insurance coverage, Tenant shall, at its sole cost and expense, promptly cause such insurance limits to be increased conform to the new replacement value insurance requirements. Lessee shall deliver to Lessor the policies of the Premises. The fire and extended coverage insurance policy shall specifically provide that Landlord and any mortgagee such insurance, or lessor of Landlord are additional insureds and that all payments shall be made as their interests appear. Each insurance policy furnished under this Section 8 shall be issued by a responsible insurance company acceptable to Landlord which company shall be authorized to do business in Ohiocertificates thereof, and such insurance coverage may be written under a blanket policy or policies obtained by Tenant, which policy or policies may include other real estate owned or leased by Tenant. Landlord, Tenant and any mortgagee or lessor of Landlord shall all be named as insured parties in each such insurance policy, and each policy shall provide for written notice to Landlord and to any mortgagee or lessor of Landlord at least ten fifteen (15) days prior to any cancellation, modification, or lapse thereof. Tenant shall furnish Landlord with memorandum copies of such insurance policies prior to the commencement of the lease termterm of this Lease, and each renewal policy or certificate thereof, at least fifteen (15) days prior to the expiration of the policy it renews. In the event Lessee does not deliver the policies and certificates of insurance to Lessor as aforesaid, Lessor shall have the right to purchase said insurance on behalf of Lessee, and upon submission to Lessee of a bill for the amount paid by Lessor, Lessee shall remit within five (5) days of receipt of said statement the amount owed, together with interest thereon at a rate equal to the highest rate allowed by law to be charged by Lessor per annum. In the event of an increase in Lessors Insurance Premium, with regard to Lessor's property located at 00000&00000 XX 00 Xxxxxx, ----------- Sunrise, FL, Lessee agrees to pay its proportionate share of any escalation during the term of this Lease and any renewal or extension thereof, including any period during which Lessee shall transact business in the Demised Premises prior to the commencement of the term of this Lease. Base year to be 2000. These charges will be considered "additional rent" and will be subject to Late Fees as defined herein if not paid within thirty (30) days after receipt of a written statement from Lessor setting forth Lessee's share of such an increase.

Indemnity and Insurance. Tenant shall Hold-Harmless Clause Section 5.01. Lessee agrees to indemnify Landlord forand hold Lessor harmless from all claims, defend Landlord againstliability, loss, damage, or expenses resulting from Lessee's occupation and use of the premises, specifically including, without limitation, any claim, liability, loss, or damage arising by reason of: (a) The death or injury of any person or persons, including Lessee or any person who is an employee or agent of Lessee, or by reason of the damage to or destruction of any property, including property owned by Lessee, its agent or employee, and save Landlord caused or allegedly caused by either the condition of the premises, or some act or omission of Lessee or of its agent, contractor, employee, servant, or sublessee on the premises; (b) Any work performed on the premises or materials furnished to the premises at the request of Lessee, its agent or employee; (c) Lessee's failure to perform any provision of this lease or to comply with any requirement imposed on Lessor or the leased premises by any duly authorized governmental agency or political subdivision. Notwithstanding the above, Lessee shall be under no duty to indemnify and hold Lessor harmless from any liability, loss, cost, injury, damageclaims, or other expense that may occur damages arising because of any grossly negligent, intentional or be claimed by or with respect to any person or property on or about the Premises resulting form the use, misuse, occupancy, possession, or unoccupancy willful acts of the Premises by TenantLessor, its agents, employees, licensees, invitees agent or guests. Except where any loss, cost, injury or damage is the result of Landlord's sole fault or negligence, Landlord shall not have any liability for any loss, cost, injury or damage to the Premises, to Tenant or Tenant's employees, agents, licensees, invitees or guests or to any property of such persons. Except as set forth employee acting in the course and scope of their agency or employment. Liability Insurance Section 85.02. Lessee shall, Landlord shall not be responsible or liable for loss or damage to the contents of any improvements on the Premises, regardless of who owns the contents and regardless of how or by whom the loss or damage is caused. At at its sole own cost and expense, Tenant maintain during the entire term of this lease and any renewals or extensions of the lease, a broad form comprehensive coverage policy of public liability insurance issued by an insurance company acceptable to Lessor and insuring Lessee and Lessor against loss or liability caused by or connected with Lessee's occupation and use of the premises under this lease in amounts not less than: (a) $1,000,000.00 combined single limit for injury to or death as a result of any one accident or incident. Such public liability insurance and property damage insurance shall obtain insure performance of Lessee of the indemnity provisions of Section 5.01 above. Lessor shall be named as an additional insured in the policy. Fire and thereafter maintain in full force Casualty Insurance Section 5.03. Lessee shall, at Lessee's own cost and effectexpense, at all times during the term of this lease term keep all furniture, fixtures and any extension thereof, equipment located on the following premises insured for their full insurable value by insurance with respect companies authorized to the Premises: (a) comprehensive public liability issue such insurance having limits of not less than $500,000 for bodily injury in California against loss or death to one person, $500,00 for bodily injuries or death arising out of one occurrence, and $200,000 for property damage; (b) destruction by fire and the perils commonly covered under the standard extended coverage endorsement to fire insurance policies in an amount equal to at least 85 percent of the current replacement value of the Premises, which replacement value San Xxxx Obispo County. Any loss payable under such insurance shall be redetermined by Landlord at the beginning of each year of the lease term payable to Lessee and any extension thereof. Landlord shall, upon each such redetermination, give written notice to Tenant of such redetermined replacement value. If Tenant fails to object to such redetermined replacement value within 21 days after its receipt of written notice thereof, such value shall be deemed acceptable to Tenant. If Tenant does object to such redetermined replacement value, the replacement value of the Premises shall then be determined by an appraisal by a firm or person selected by Landlord and approved by Tenant. Such firm or person's determination of the replacement value of the Premises shall be conclusive and binding upon Landlord and Tenant. The cost of any such appraisal shall be borne equally by Landlord and Tenant. If the replacement value of the Premises determined by such an appraisal is higher than the then existing limits of fire and extended insurance coverage, Tenant shall, at its sole cost and expense, promptly cause such insurance limits to be increased to the new replacement value of the Premises. The fire and extended coverage insurance policy shall specifically provide that Landlord and any mortgagee or lessor of Landlord are additional insureds and that all payments shall be made Lessor as their interests may appear. Each Any proceeds received because of a loss covered by such insurance shall be used and applied in the manner required by Section 6.06 of this lease. Deposit of Insurance with Lessor Section 5.04. Lessee shall within 10 days after the execution of this lease and promptly thereafter when any policy is replaced, rewritten, or renewed, deliver to Lessor a copy of each insurance policy furnished under required by this Section 8 shall be issued lease or a certificate executed by a responsible the insurance company acceptable to Landlord which company shall be or companies or their authorized to do business in Ohio, and agent evidencing such insurance coverage may be written under a blanket policy or policies obtained by Tenant, which policy or policies may include other real estate owned or leased by Tenant. Landlord, Tenant and any mortgagee or lessor of Landlord shall all be named as insured parties in each such insurance policy, and each policy shall provide for written notice to Landlord and to any mortgagee or lessor of Landlord at least ten days prior to any cancellation, modification, or lapse thereof. Tenant shall furnish Landlord with memorandum copies of such insurance policies prior to the commencement of the lease termpolicies.

Indemnity and Insurance. (a) To the extent not covered by the insurance required to be maintained by Landlord hereunder, Tenant shall indemnify hereby indemnifies and saves harmless Landlord for, defend Landlord against, from and save Landlord harmless from against any liability, claims and all loss, cost, injuryliability, damagedamage and/or expense, including, but not limited to reasonable counsel fees, penalties and fines, incurred in connection with or arising from (i) any default by Tenant in the observance or performance of any of the provisions, covenants or conditions of this Lease on Tenant's part to be observed or performed, (ii) the use or occupancy or manner of use or occupancy of the Demised Premises by Tenant or any person claiming through or under Tenant, or other expense that may occur (iii) any acts, omissions, or be claimed by negligence of Tenant or with respect to any person such person, or property on any contractor, agent, servant, employee, visitor or licensee of Tenant, or any such person, in or about the Premises resulting form the useDemised Premises. If any action or proceeding shall be brought against Landlord based upon any such claim, misuse, occupancy, possession, or unoccupancy of the Premises by Tenant, its agentsupon notice from Landlord, employeesshall cause such action or proceeding to be defended, licenseesat Tenant's expense, invitees by counsel acting for Tenant's insurance carriers in connection with such defense or guests. Except where by other counsel reasonably satisfactory to Landlord. (b) To the extent not covered by insurance required to be maintained by Tenant hereunder, Landlord hereby indemnifies and saves harmless Tenant from and against any claims and all loss, cost, injury liability, damage and/or expense, including, but not limited to reasonable counsel fees, penalties and fines, incurred in connection with or damage is arising from (i) any default by Landlord in the result observance or performance of any of the provisions, covenants or conditions of this Lease on Landlord's part to be observed or performed, or (ii) any acts, omissions, or negligence of Landlord or any such person, or any contractor, agent, servant, employee, visitor or licensee of Landlord, or any such person, in or about the Demised Premises. If any action or proceeding shall be brought against Tenant based upon any such claim, Landlord, upon notice from Tenant, shall cause such action or proceeding to be defended, at Landlord's sole fault or negligenceexpense, Landlord shall not have any liability by counsel acting for any loss, cost, injury or damage to the Premises, to Tenant or TenantLandlord's employees, agents, licensees, invitees or guests or to any property of insurance carriers in connection with such persons. Except as set forth in the Section 8, Landlord shall not be responsible or liable for loss or damage to the contents of any improvements on the Premises, regardless of who owns the contents and regardless of how defense or by whom the loss or damage is caused. At its sole cost and expense, Tenant shall obtain and thereafter maintain in full force and effect, at all times during the lease term and any extension thereof, the following insurance with respect to the Premises: (a) comprehensive public liability insurance having limits of not less than $500,000 for bodily injury or death to one person, $500,00 for bodily injuries or death arising out of one occurrence, and $200,000 for property damage; (b) fire and extended coverage insurance in an amount equal to at least 85 percent of the current replacement value of the Premises, which replacement value shall be redetermined by Landlord at the beginning of each year of the lease term and any extension thereof. Landlord shall, upon each such redetermination, give written notice to Tenant of such redetermined replacement value. If Tenant fails to object to such redetermined replacement value within 21 days after its receipt of written notice thereof, such value shall be deemed acceptable other counsel reasonably satisfactory to Tenant. Section 7.02. If Tenant does object to such redetermined replacement value, the replacement value of the Premises shall then be determined by an appraisal by a firm or person selected by Landlord and approved by Tenant. Such firm or person's determination of the replacement value of the Premises shall be conclusive and binding upon Landlord and Tenant. The cost of any such appraisal shall be borne equally by Landlord and Tenant. If the replacement value of the Premises determined by such an appraisal is higher than the then existing limits of fire and extended insurance coverage, Tenant shall, at its sole cost during the Term (including any extension term) and expense, promptly cause such insurance limits to be increased to the new replacement value of the Premises. The fire and extended coverage insurance policy shall specifically provide that Landlord and during any mortgagee or lessor of Landlord are additional insureds and that all payments shall be made as their interests appear. Each insurance policy furnished under this Section 8 shall be issued by a responsible insurance company acceptable to Landlord which company shall be authorized to do business in Ohio, and such insurance coverage may be written under a blanket policy or policies obtained by Tenant, which policy or policies may include other real estate owned or leased by Tenant. Landlord, Tenant and any mortgagee or lessor of Landlord shall all be named as insured parties in each such insurance policy, and each policy shall provide for written notice to Landlord and to any mortgagee or lessor of Landlord at least ten days prior to any cancellation, modification, or lapse thereof. Tenant shall furnish Landlord with memorandum copies of such insurance policies period prior to the commencement of the lease term.Term during which Tenant or anyone acting by or on behalf of Tenant enters the Demised Premises, at Tenant's own cost and expense, maintain and provide: (a) comprehensive general liability insurance for the benefit and protection of Landlord and Tenant (said policy to name Landlord, ground lessor, if any, and any other parties designated by Landlord, as co-insureds) in an amount not less than $1,000,000 for injuries or

Indemnity and Insurance. (A) Landlord shall not be held responsible for and are hereby expressly relieved from all liability by reason of any injury, loss or damage to any person or property in or about the Building, however caused, including but not limited go vandalism, water, snow, frost, steam, sewage, illuminating gas sewer, or odors or by the bursting or leaking of pipes or plumbing, and shall apply equally whether such damage be caused by the act or neglect of other tenants or occupants of the Building, any contractors performing work in the Building or any other persons. All Tenant’s personal property shall be at the risk of the Tenant only and Landlord shall not be liable for any damage thereto or theft thereof. Landlord shall not be liable for any act, neglect or delay not authorized by Landlord or Landlord’s employees or contractors and any such act, neglect or delay of such employees or contractors shall not be construed or considered as an actual or constructive eviction of the Tenant nor shall it in any way operate to release the Tenant from the punctual performance of each and all of the other covenants herein contained by the Tenant to be performed. (B) Tenant shall indemnify Landlord for, defend Landlord against, and save Landlord harmless from any liabilityand all claims, lossactions, costdamages, injuryliabilities and expenses, damageincluding counsel fees and court costs, in connection with personal injuries or other expense that may occur or be claimed by or with respect damage to any person or property on or about the Premises resulting form the use, misuse, occupancy, possession, or unoccupancy arising from its occupancy of the Premises or occasioned in whole or in part by any act or omission of Tenant, its agents, contractors, employees, customers, licensees, invitees guests, or guests. Except where any loss, cost, injury or damage is the result of Landlord's sole fault or negligence, Landlord shall not have any liability for any loss, cost, injury or damage to the Premises, to Tenant or Tenant's employees, agents, licensees, invitees or guests or to any property of such persons. Except as set forth in the Section 8, Landlord shall not be responsible or liable for loss or damage to the contents of any improvements on the Premises, regardless of who owns the contents and regardless of how or by whom the loss or damage is caused. At its sole cost and expense, other person. (C) Tenant shall obtain and thereafter maintain in full force and effectprovide commercial general liability insurance, at all times during the lease term and any extension thereofor its equivalent, the following insurance with respect to the Premises: (a) comprehensive public liability insurance having limits of not less than at least Two Million and No/100 Dollars ($500,000 2,000,000.00) per occurrence and general aggregate for bodily injury or death to one person, $500,00 for bodily injuries or death arising out of one occurrence, and $200,000 for property damage; , as well as six (b6) fire and extended months” business interruption insurance. Tenant also shall carry contents coverage insurance in an amount equal to on its property at least 85 percent of the current full replacement value of the Premises, which replacement value cost. All policies shall be redetermined by Landlord at the beginning of each year of the lease term and any extension thereof. Landlord shall, upon each such redetermination, give written notice to Tenant of such redetermined replacement value. If Tenant fails to object to such redetermined replacement value within 21 days after its receipt of written notice thereof, such value shall be deemed acceptable to Tenant. If Tenant does object to such redetermined replacement value, the replacement value of the Premises shall then be determined by an appraisal by a firm or person selected by name Landlord and approved by Tenant. Such firm or person's determination of the replacement value of the Premises shall be conclusive and binding upon Landlord and Tenant. The cost of any such appraisal shall be borne equally by Landlord and Tenant. If the replacement value of the Premises determined by such an appraisal is higher than the then existing limits of fire and extended insurance coverageLandlord’s Agent as additional insureds, Tenant shall, at its sole cost and expense, promptly cause such insurance limits with a certificate thereof to be increased to the new replacement value of the Premises. The fire and extended coverage insurance policy shall specifically provide that Landlord and any mortgagee or lessor of Landlord are additional insureds and that all payments shall be made as their interests appear. Each insurance policy furnished under this Section 8 shall be issued by a responsible insurance company acceptable to Landlord which company shall be authorized to do business in Ohio, and such insurance coverage may be written under a blanket policy or policies obtained by Tenant, which policy or policies may include other real estate owned or leased by Tenant. Landlord, Tenant and any mortgagee or lessor of Landlord shall all be named as insured parties in each such insurance policy, and each policy shall provide for written notice to Landlord and Landlord’s Agent containing a provision that the policies may not be canceled or changed without giving to any mortgagee or lessor of the Landlord and Landlord’s Agent at least ten (30) days written notice prior to any cancellationsuch change or expiration or cancellation of any policy. (D) Anything in this Lease to the contrary notwithstanding, modificationLandlord and Tenant each hereby waives any and all rights of recovery, claim, action or cause of action against the other for any loss or damage that may occur to the Premises or any improvements thereto, the Building or any personal property of Landlord or Tenant, arising from any cause that (i) would be insured against under the terms of any insurance required to be carried hereunder; or (ii) is insured against under the terms of any insurance actually carried, regardless of whether the same is required hereunder. The foregoing waiver shall apply regardless of the cause or origin of such claim, including but not limited to the negligence of a party, or lapse thereofsuch party’s agents, officers, employees or contractors. Tenant The foregoing waiver shall furnish Landlord with memorandum copies not apply if it would have the effect, but only to the extent of such effect, of invalidating any insurance policies prior coverage of Landlord or Tenant. Each party shall obtain any special endorsements, if any, required by their respective insurers to evidence compliance with the commencement of the lease termaforementioned waiver.

Indemnity and Insurance. Tenant shall agrees to indemnify Landlord for, defend Landlord against, and save harmless Landlord harmless from and against all claims of whatever nature arising from any liabilityact, loss, cost, injury, damageomission or negligence of Tenant, or other expense that may occur Tenant's officers, agents, servants, licensees or be claimed by contractors, or with respect arising from any accident, injury or damage whatsoever caused to any person or to the property on of any person during the term hereof in or about the Demised Premises. This indemnity and hold harmless agreement shall include indemnity against all costs, expenses, and liabilities incurred in connection with any such claim or proceeding brought thereon and the defense thereof. Tenant agrees to use and occupy the Demised Premises resulting form the use, misuse, occupancy, possession, or unoccupancy of the Premises by Tenant, its agents, employees, licensees, invitees or guests. Except where any loss, cost, injury or damage is the result of Landlord's sole fault or negligence, and further agrees that Landlord shall not have any no responsibility or liability for any loss, cost, injury or damage to the Premises, to Tenant or Tenant's employees, agents, licensees, invitees or guests or to any property of such persons. Except as set forth in the Section 8, Landlord shall not be responsible or liable for loss or damage to fixtures, equipment, merchandise or other personal property of Tenant. Tenant shall not carry any stock of goods or do anything in or about said Demised Premises which will in any way tend to increase insurance rates on said Demised Premises or the contents of Building in which the same are located. If Landlord shall consent to such use, Tenant agrees to pay as additional rental any improvements increase in premiums for insurance against loss by fire or extended coverage risks resulting from the business carried on in the Demised Premises by Tenant. If Tenant installs any electrical equipment that overloads the power lines to the Building or if any insurance company insuring the Building or the Demised Premises makes any safety recommendations regarding the Demised Premises, regardless Tenant shall at its own expense, make whatever changes are necessary to comply with the requirements of who owns the contents insurance underwriters, insurance rating bureaus, loss control specialists or governmental authorities having jurisdiction. Tenant agrees to procure and regardless maintain a policy or policies of how or by whom the loss or damage is caused. At insurance, at its sole own cost and expense, insuring Landlord and Tenant shall obtain from all claims, demands, or actions made by or on behalf of any person or persons, firm, or corporation arising from, related to, or connected with the conduct and thereafter maintain operation of Tenant's business in full force the Demised Premises for injury to or death of one or more persons and effect, at all times during for damage to property in the lease term and any extension thereof, the following insurance with respect to the Premises: (a) comprehensive public liability insurance having limits combined single limit of not less than $500,000 for bodily injury 1,000,000 each occurrence. Tenant shall carry like coverage against loss or death damage by boiler or internal explosion by boilers, if there is a boiler in the Demised Premises. Said insurance shall not be subject to one person, $500,00 for bodily injuries or death arising out of one occurrencecancellation except after at least thirty (30) days' prior written notice to Landlord, and $200,000 the policy or policies, or duly executed certificate or certificates for property damage; (b) fire and extended coverage insurance in an amount equal to at least 85 percent the same, together with satisfactory evidence of the current replacement value payment of the Premisespremium thereon, which replacement value shall be redetermined by deposited with Landlord at the beginning of each year commencement of the lease term and any extension thereof. Landlord shall, upon each such redetermination, give written notice renewals thereof no less than thirty (30) days prior to Tenant the expiration of the term of such redetermined replacement valuecoverage. If Tenant fails to object to comply with such redetermined replacement value within 21 days after requirement, Landlord may obtain such insurance and keep the same in effect, and Tenant shall pay Landlord the premium cost thereof upon demand. Landlord shall procure at its receipt own expense during the term of written notice thereofthis Lease fire, windstorm, extended coverage, such value other insurance as Landlord may obtain, and rental loss insurance on the Project provided, however, Tenant shall be deemed acceptable to Tenant. If Tenant does object to such redetermined replacement value, the replacement value reimburse Landlord for its share of the Premises shall then be determined by an appraisal by a firm or person selected by actual net cost and expense to Landlord and approved by Tenant. Such firm or person's determination of the replacement value of the Premises shall be conclusive and binding upon Landlord and Tenant. The cost of any such appraisal shall be borne equally by Landlord and Tenant. If the replacement value of the Premises determined by such an appraisal is higher than the then existing limits of fire and fire, windstorm, extended insurance coverage, Tenant shall, at its sole cost and expense, promptly cause such insurance limits to be increased to the new replacement value of the Premises. The fire and extended coverage insurance policy shall specifically provide that Landlord and any mortgagee or lessor of Landlord are additional insureds and that all payments shall be made as their interests appear. Each insurance policy furnished under this Section 8 shall be issued by a responsible insurance company acceptable to Landlord which company shall be authorized to do business in Ohio, and such insurance coverage may be written under a blanket policy or policies obtained by Tenant, which policy or policies may include other real estate owned or leased by Tenant. Landlord, Tenant and any mortgagee or lessor of Landlord shall all be named as insured parties in each such insurance policy, and each policy shall provide for written notice to Landlord and to any mortgagee or lessor of Landlord at least ten days prior to any cancellation, modification, or lapse thereofrental loss insurance. Tenant shall furnish procure at its own expense from the time Tenant takes possession until the end of the Lease Term, fire, extended coverage, vandalism, and sprinkler leakage insurance on the Demised Premises. This property insurance shall include floor coverings and/or any improvements and fixtures and signs installed by Landlord. Each of Landlord with memorandum copies of such insurance policies prior and Tenant hereby releases the other from any and all liability or responsibility (to the commencement other or anyone claiming through or under them by way of subrogation or otherwise) for any loss or damage to property caused by fire or any other insured peril, even if such fire or other casualty shall have been caused by the fault or negligence of the lease termother party or anyone for whom such party may be responsible. Tenant also agrees to obtain a waiver of subrogation from its insurer, subject to availability.

Indemnity and Insurance. Indemnity. The Tenant shall indemnify Landlord forindemnify, defend Landlord against, and save harmless the Landlord harmless and the Landlord’s ground lessees, mortgagees and managing agent for the Building (collectively, the ““Indemnitees”“) from any liabilityand against all claims, loss, costor damage of whatever nature, injury, damagearising from (i) any breach by Tenant of any obligation of Tenant under this Lease, or other expense that may occur (ii) any negligence or be claimed by misconduct of the Tenant, or with respect the Tenant’s contractors, licensees, agents, servants or employees, or (iii) any accident, injury or damage whatsoever caused to any person or property on or about the Premises resulting form the use, misuse, occupancy, possession, or unoccupancy of the Premises by Tenant, its agents, employees, licensees, invitees or guests. Except where any loss, cost, injury or damage is the result of Landlord's sole fault or negligence, Landlord shall not have any liability for any loss, cost, injury or damage to in the Premises, to occurring after the Commencement Date and until the end of the Term and thereafter, so long as the Tenant or Tenant's employeesis in occupancy of any part of the Premises, agents, licensees, invitees or guests or to any property of such persons. Except as set forth provided that the foregoing indemnity in the Section 8, Landlord clause (ii) shall not be responsible or liable for include any claims, loss or damage to the contents extent arising from any negligence or willful misconduct of the Landlord, or the Landlord’s contractors, licensees, agents, servants or employees or the Landlord’s ground lessees, mortgagees or managing agent for the Building. The Landlord shall indemnify, defend and save harmless the Tenant from and against all claims, loss, or damage of whatever nature, arising from (i) any breach by Landlord of any improvements on obligation of Landlord under this Lease, or (ii) any negligence or misconduct of the Landlord, or the Landlord’s contractors, licensees, agents, servants or employees, or (iii) any accident, injury or damage whatsoever caused to any person or property in the Premises, regardless of who owns the contents Building or on or about the Land, occurring after the Commencement Date and regardless of how or by whom until the loss or damage is caused. At its sole cost and expense, Tenant shall obtain and thereafter maintain in full force and effect, at all times during the lease term and any extension thereof, the following insurance with respect to the Premises: (a) comprehensive public liability insurance having limits of not less than $500,000 for bodily injury or death to one person, $500,00 for bodily injuries or death arising out of one occurrence, and $200,000 for property damage; (b) fire and extended coverage insurance in an amount equal to at least 85 percent end of the current replacement value Term and thereafter, so long as the Tenant is in occupancy of any part of the Premises, which replacement value provided that the foregoing indemnity in clause (ii) shall not include any claims, loss or damage to the extent arising from any negligence or willful misconduct of the Tenant, or the Tenant’s contractors, licensees, agents, servants or employees occurring following the Commencement Date and until the expiration or earlier termination of the Term of this Lease. The foregoing indemnity and hold harmless agreements shall include indemnity against reasonable attorneys’ fees and all other costs, expenses and liabilities incurred in connection with any such claim or proceeding brought thereon, and the defense thereof, but shall be redetermined by Landlord at the beginning of each year of the lease term and any extension thereof. Landlord shall, upon each such redetermination, give written notice to Tenant of such redetermined replacement value. If Tenant fails to object to such redetermined replacement value within 21 days after its receipt of written notice thereof, such value shall be deemed acceptable to Tenant. If Tenant does object to such redetermined replacement value, the replacement value of the Premises shall then be determined by an appraisal by a firm or person selected by Landlord and approved by Tenant. Such firm or person's determination of the replacement value of the Premises shall be conclusive and binding upon Landlord and Tenant. The cost of any such appraisal shall be borne equally by Landlord and Tenant. If the replacement value of the Premises determined by such an appraisal is higher than the then existing limits of fire and extended insurance coverage, Tenant shall, at its sole cost and expense, promptly cause such insurance limits to be increased subject to the new replacement value of the Premises. The fire limitations specified in Sections 7.4 and extended coverage insurance policy shall specifically provide that Landlord and any mortgagee or lessor of Landlord are additional insureds and that all payments shall be made as their interests appear. Each insurance policy furnished under this Section 8 shall be issued by a responsible insurance company acceptable to Landlord which company shall be authorized to do business in Ohio, and such insurance coverage may be written under a blanket policy or policies obtained by Tenant, which policy or policies may include other real estate owned or leased by Tenant. Landlord, Tenant and any mortgagee or lessor of Landlord shall all be named as insured parties in each such insurance policy, and each policy shall provide for written notice to Landlord and to any mortgagee or lessor of Landlord at least ten days prior to any cancellation, modification, or lapse thereof. Tenant shall furnish Landlord with memorandum copies of such insurance policies prior to the commencement of the lease term12.11.

Indemnity and Insurance. (A) During the term of this Lease, and at any other time while Tenant or any person claiming under Tenant shall be upon the Entire Parcel, Tenant shall to the extent permitted by law, hold Landlord harmless from, and defend and indemnify Landlord foragainst any and all injury, defend Landlord againstloss or damage, and save Landlord harmless any and all claims for injury, loss or damage, of whatever nature (i) caused by or resulting from, or claimed to have been caused by or to have resulted from any liabilityact, loss, cost, injury, damage, omission or other expense that may occur negligence of Tenant or be claimed by or with respect to any person or property on claiming under Tenant (including without limitation, sub-Tenants of Tenant and employees and contractors of Tenant and its sub-Tenants) no matter where occurring, and (ii) occurring in, upon or about the Demised Premises resulting form or in connection with the use, misuseoccupancy or control thereof, occupancyno matter how caused excluding acts of God. This indemnity and hold harmless agreement shall include indemnity against all costs, possessionexpenses and liabilities incurred in connection with any and such injury, or unoccupancy of the Premises by Tenant, its agents, employees, licensees, invitees or guests. Except where any loss, cost, injury or damage is the result of Landlord's sole fault or negligence, Landlord shall not have any liability for any loss, cost, injury or damage to the Premises, to Tenant or Tenant's employees, agents, licensees, invitees or guests or to any property of such persons. Except as set forth in the Section 8, Landlord shall not be responsible or liable for loss or damage or any such claim, or any proceeding brought thereon or the defense thereof (iii) except if caused by the direct wrongful acts of the Landlord, hereafter, if Tenant or any person claiming under Tenant or the whole or any part of the property of Tenant or any person claiming under Tenant shall be injured, lost or damaged by theft, fire, water, or steam or in any other way or manner, whether similar or dissimilar to the contents foregoing, then, to the extent permitted by law, no part of any improvements on the Premisessaid injury, regardless of who owns the contents and regardless of how or by whom the loss or damage is caused. At shall be borne by Landlord, its sole cost and expense, employees or its agents. (B) Tenant shall obtain maintain and thereafter maintain in full force and effectpay for general comprehensive public liability insurance, at all times during the lease term and any extension thereof, the following insurance with respect to the Premises: (a) comprehensive public liability Demised Premises and its appurtenances, issued by an insurance having limits company approved by Landlord, naming Landlord and Tenant and any designees of Landlord as additional named insureds, in amounts of not less than One Million dollars ($500,000 for bodily injury 1,000,000.00) with respect to injuries to any one person and not less than Two million dollars ($2,000,000.00) with respect to injuries suffered in any one accident and not less than One Million Dollars ($1,000,000) with respect to property, or death to one person, $500,00 for bodily injuries or death arising out of one occurrence, and $200,000 for property damage; (b) fire and extended coverage insurance in an amount equal to at least 85 percent of the current replacement value of the Premises, which replacement value such greater amounts as shall be redetermined by Landlord at reasonably required the beginning of each year of the lease term and any extension thereof. Landlord shall, upon each such redetermination, give written notice to Tenant of such redetermined replacement value. If Tenant fails to object to such redetermined replacement value within 21 days after its receipt of written notice thereof, such value shall be deemed acceptable to Tenant. If Tenant does object to such redetermined replacement value, the replacement value of the Premises shall then be determined by an appraisal by a firm or person selected by Landlord and approved by Tenant. Such firm or person's determination of the replacement value of the Premises shall be conclusive and binding upon Landlord and Tenant. The cost holder of any such appraisal shall be borne equally by Landlord and Tenant. If mortgage upon the replacement value Demised Premises or premises of which the Demised Premises determined by such an appraisal is higher than the then existing limits of fire and extended insurance coverage, Tenant shall, at its sole cost and expense, promptly cause such insurance limits to be increased to the new replacement value of the Premises. The fire and extended coverage insurance policy shall specifically provide that Landlord and any mortgagee or lessor of Landlord are additional insureds and that all payments shall be made as their interests appear. Each insurance policy furnished under this Section 8 shall be issued by a responsible insurance company acceptable to Landlord which company shall be authorized to do business in Ohio, and such insurance coverage may be written under a blanket policy or policies obtained by Tenant, which policy or policies may include other real estate owned or leased by Tenant. Landlord, Tenant and any mortgagee or lessor of Landlord shall all be named as insured parties in each such insurance policy, and each policy shall provide for written notice to Landlord and to any mortgagee or lessor of Landlord at least ten days prior to any cancellation, modification, or lapse thereofpart. Tenant shall furnish deliver to Landlord with memorandum copies the policies of such insurance policies insurance, or certificates thereof, at least fifteen (15) days prior to the commencement of the lease termterm of this Lease and each renewal policy or certificate thereof in form acceptable to Landlord, at least fifteen (15) days prior to the expiration of the policy it renews. All such insurance policies shall provide that such policies shall not be cancelled or changed without at least fifteen (15) days notice to Landlord.

Indemnity and Insurance. Tenant shall indemnify Landlord forindemnify, defend and hold harmless Landlord, its agents and employees from and against any and all liability (statutory or otherwise), claims, suits, demands, judgments, costs, interest and expense (including, but not limited to, reasonable attorneys' fees and disbursements) arising from any injury to, or death of, any person or persons or damage to property (including loss of use thereof) unless fault is due to Landlord's or Landlord's agents, employees or contractors negligence or willful misconduct, arising out of (i) Tenant's use of the Premises or conduct of business therein, (ii) any work or thing whatsoever done, or any condition created (other than by Landlord, its employees, agents or contractors) by or on behalf of Tenant in or about the Premises, including during the period of time, if any, prior to the Rent Commencement Date, that Tenant may have been given access to the Premises for the purpose of doing any work or making any installations, (iii) any condition of the Premises due to or resulting from any default by Tenant in the performance of Tenant's obligations under this Lease, or (d) any negligence or willful misconduct of Tenant or its agents, contractors, employees, subtenants, licensees or invitees . In case any action or proceeding is brought against Landlord againstby reason of any one or more thereof, Tenant shall pay all costs, reasonable attorneys' fees, expenses and save liabilities resulting therefrom and shall resist such action or proceeding if Landlord shall so request, at Tenant's expense, by counsel reasonably satisfactory to Landlord . Xxxxxxxx agrees to and shall indemnify, defend and hold Tenant harmless from and against any liabilityand all claims, lossdemands, costlosses, injurydamages, damage, costs and expenses (including attorneys' fees and expenses) or other expense that may occur death of or be claimed by or with respect injury to any person or damage to any property on or about the Premises resulting form the use, misuse, occupancy, possession, or unoccupancy of the Premises by Tenant, its agents, employees, licensees, invitees or guests. Except where any loss, cost, injury or damage is the result whatsoever arising out of Landlord's sole fault negligence or negligencewillful misconduct, Landlord or relating to Landlord's breach or default under this Lease . (b) Tenant shall not have do or permit to be done any liability for act or thing in or upon the Demised Premises which will invalidate or be in conflict with any loss, cost, injury zoning permit or damage to the Premises, to Tenant or Tenant's employees, agents, licensees, invitees or guests or to any property Certificate of such persons. Except as set forth in the Section 8, Landlord shall not be responsible or liable for loss or damage to the contents of any improvements on the Premises, regardless of who owns the contents and regardless of how or by whom the loss or damage is caused. At its sole cost and expense, Tenant shall obtain and thereafter maintain in full force and effect, at all times during the lease term and any extension thereof, the following insurance Occupancy issued with respect to the Premises: (a) comprehensive public liability insurance having limits of not less than $500,000 for bodily injury Building, or death to one person, $500,00 for bodily injuries or death arising out of one occurrence, and $200,000 for property damage; (b) fire and extended coverage insurance in an amount equal to at least 85 percent of the current replacement value of the Premises, which replacement value shall be redetermined by Landlord at the beginning of each year of the lease term and any extension thereof. Landlord shall, upon each such redetermination, give written notice to Tenant of such redetermined replacement value. If Tenant fails to object to such redetermined replacement value within 21 days after its receipt of written notice thereof, such value shall be deemed acceptable to Tenant. If Tenant does object to such redetermined replacement value, the replacement value of the Premises shall then be determined by an appraisal by a firm or person selected by Landlord and approved by Tenant. Such firm or person's determination of the replacement value of the Premises shall be conclusive and binding upon Landlord and Tenant. The cost terms of any such appraisal shall be borne equally by Landlord and Tenant. If the replacement value of the Premises determined by such an appraisal is higher than the then existing limits of fire and fire, extended insurance coverage, boiler and machinery, sprinkler leakage, water damage, including all risk and broad form flood insurance policies covering the Building and the fixtures and property therein ; and Tenant shall, at its sole cost and own expense, promptly cause such insurance limits comply with all rules, orders, regulations or requirements of any Board of Fire Underwriters or any other similar body having jurisdiction of the Building with respect to be increased to the new replacement value Tenant's particular manner of use of the Premises. The fire and extended coverage insurance policy shall specifically provide that Landlord and any mortgagee or lessor of Landlord are additional insureds and that all payments shall be made as their interests appear. Each insurance policy furnished under this Section 8 shall be issued by a responsible insurance company acceptable to Landlord which company shall be authorized to do business in Ohio, and such shall not knowingly do or permit anything to be done in or upon the Demised Premises in a manner which increases any insurance coverage may be written under a blanket policy rates upon the Building or policies obtained by Tenant, which policy on any property or policies may include other real estate owned or leased by Tenantequipment located therein over the rate in effect at the Commencement Date . Landlord, Tenant and Landlord acknowledges that the Permitted Use does not violate any mortgagee or lessor of Landlord shall all be named as insured parties in each such insurance policy, and each policy shall provide for written notice to Landlord and to any mortgagee or lessor of Landlord at least ten days prior to any cancellation, modification, or lapse thereof. Tenant shall furnish Landlord with memorandum copies of such insurance policies prior to the commencement of the lease term.foregoing and shall have no impact on said insurance rates . 11

Indemnity and Insurance. Tenant Except to the extent caused by Sublandlord’s negligence or willful misconduct (but subject to Section 25 hereof), Subtenant shall indemnify Landlord forindemnify, defend Landlord againstand hold harmless Sublandlord, its agents and save Landlord harmless employees from and against any and all liability (statutory or otherwise), claims, suits, demands, judgments, costs, interest and expense (including, but not limited to, reasonable attorneys' fees and disbursements) arising from any liability, loss, cost, injury, damageinjury to, or other expense that may occur or be claimed by or with respect to death of, any person or persons or damage to property (including loss of use thereof) related to (a) Subtenant's use of the Premises or conduct of business therein, (b) any work or thing whatsoever done, or any condition created (other than by Sublandlord, its employees, agents or contractors) by or on behalf of Subtenant in or about the Premises, including during the period of time, if any, prior to the term commencement date, that Subtenant may have been given access to the Premises resulting form for the usepurpose of doing any work or making any installations, misuse, occupancy, possession, or unoccupancy (c) any condition of the Premises due to or resulting from any default by TenantSubtenant in the performance of Subtenant's obligations under this Sublease, or (d) any act, omission or negligence of Subtenant or its agents, contractors, employees, licenseessubtenants, licensees or invitees in or guestsabout the Building. Except where In case any lossaction or proceeding is brought against Sublandlord by reason of any one or more thereof, costSubtenant shall pay all reasonable costs, attorneys' fees, expenses and liabilities resulting therefrom and shall resist such action or proceeding if Sublandlord shall so request, at Subtenant's expense, by counsel reasonably satisfactory to Sublandlord. Sublandlord shall indemnify, defend and hold harmless Subtenant, its agents and employees from and against any and all liability (statutory or otherwise), claims, suits, demands, judgments, costs, interest and expense (including, but not limited to, reasonable attorneys' fees and disbursements) arising from any injury to, or damage is the result of Landlord's sole fault death of, any person or negligence, Landlord shall not have any liability for any loss, cost, injury persons or damage to property (including loss of use thereof) related to (a) any condition of the PremisesBuilding due to or resulting from any default by Sublandlord in the performance of Sublandlord's obligations under this Sublease and/or the Prime Lease, to Tenant (b) any act, omission or Tenant's employees, negligence of Sublandlord or its agents, licenseescontractors or employees in or about the Building or (c) any material breach, invitees misrepresentation, inaccuracy or guests incomplete disclosure regarding any Section of the Prime Lease (or to portions thereof) which is expressly incorporated into, or excluded from, this Sublease. In case any property of such persons. Except as set forth in the Section 8, Landlord shall not be responsible action or liable for loss or damage to the contents proceeding is brought against Subtenant by reason of any improvements on the Premisesone or more thereof, regardless of who owns the contents Sublandlord shall pay all reasonable costs, attorneys' fees, expenses and regardless of how liabilities resulting therefrom and shall resist such action or by whom the loss or damage is caused. At its sole cost and proceeding if Subtenant shall so request, at Sublandlord's expense, Tenant by counsel reasonably satisfactory to Subtenant. Subtenant shall at Subtenant's expense, obtain and thereafter maintain keep in full force and effect, at all times during the lease term of this Sublease, Commercial General Liability Insurance including broad form general liability endorsement and any extension thereofcontractual liability on an occurrence basis and comprehensive auto liability, the following insurance including owned, non-owned and hired vehicles with respect to the Premises: (a) comprehensive public liability insurance having limits of not less than Two Million and 00/100 Dollars ($500,000 for bodily injury or death to one person, $500,00 for bodily injuries or death 2,000,000.00) combined single limit insuring Sublandlord and Subtenant against any liability arising out of one occurrencethe use, and $200,000 for property damage; (b) fire and extended coverage insurance in an amount equal to at least 85 percent of the current replacement value occupancy or maintenance of the Premises, which replacement value shall be redetermined by Landlord at the beginning of each year of the lease term Building and any extension thereof. Landlord shall, upon each such redetermination, give written notice to Tenant of such redetermined replacement value. If Tenant fails to object to such redetermined replacement value within 21 days after its receipt of written notice thereof, such value shall be deemed acceptable to Tenant. If Tenant does object to such redetermined replacement value, the replacement value of the Premises shall then be determined by an appraisal by a firm or person selected by Landlord and approved by Tenant. Such firm or person's determination of the replacement value of the Premises shall be conclusive and binding upon Landlord and Tenantall areas appurtenant thereto. The cost limit of any such appraisal said insurance shall be borne equally by Landlord and Tenantnot, however, limit the liability of Subtenant hereunder. If the replacement value of the Premises determined by such an appraisal is higher than the then existing limits of fire and extended Subtenant may carry said insurance coverage, Tenant shall, at its sole cost and expense, promptly cause such insurance limits to be increased to the new replacement value of the Premises. The fire and extended coverage insurance policy shall specifically provide that Landlord and any mortgagee or lessor of Landlord are additional insureds and that all payments shall be made as their interests appear. Each insurance policy furnished under this Section 8 shall be issued by a responsible insurance company acceptable to Landlord which company shall be authorized to do business in Ohio, and such insurance coverage may be written under a blanket policy or policies obtained by Tenantprovided an endorsement naming Sublandlord as an additional insured is attached thereto. Subtenant shall also obtain and keep in force at all time during the term of this Sublease, at its expense, all risk property/business interruption insurance, including flood and earthquake (to the extent available at commercially-reasonable rates), written at replacement cost value and with a replacement cost endorsement covering all of Subtenant’s trade fixtures, equipment, furniture and other personal property within the Premises. Subtenant shall maintain insurance against such other perils and in such amounts as Sublandlord may from time to time reasonably require in writing. Sublandlord represents and warrants that, pursuant to the Prime Lease, Landlord maintains an all risk property insurance policy on the Building insuring the full replacement value thereof (excluding the value of Sublandlord's personal property and equipment) which policy includes coverage for, but not be limited to, fire and extended perils including flood and earthquake, (to the extent available) and including rental loss coverage. Insurance required hereunder shall be in companies licensed in the State of Connecticut and have a "Bests' Insurance Guide" rating of A/12 or better. Mutual insurance companies may be used only if they are nonassessable. To the extent commercially practicable, Subtenant shall seek an endorsement to the insurance policies may include other real estate owned or leased by Tenant. Landlord, Tenant and any mortgagee or lessor of Landlord shall all be named as insured parties in each required hereunder stating that such insurance policy, and each policy shall provide for not be cancellable or subject to reduction of coverage except after thirty (30) days' written notice to Landlord and Sublandlord. All policies of insurance maintained by Subtenant shall be in form reasonably acceptable to Sublandlord with satisfactory evidence that all premiums have been paid. Subtenant agrees not to knowingly violate or permit to be violated any mortgagee of the conditions or lessor provisions of Landlord at least ten days prior to any cancellation, modification, or lapse thereof. Tenant shall furnish Landlord with memorandum copies of such the insurance policies prior required to the commencement be furnished hereunder, and agrees to promptly notify Sublandlord of the lease termany fire or other casualty.

Indemnity and Insurance. Tenant shall (a) TENANT agrees to indemnify Landlord for, defend Landlord against, and save Landlord harmless LANDLORD from and against all claims of whatever nature arising from any liabilityact, loss, cost, injury, damageomission or negligence of TENANT, or other expense that may occur TENANT’S contractors, licensees, agents, servants, or be claimed by employees, or with respect arising from any accident, injury or damage whatsoever caused to any person, or to the property of any person or property on occurring during the term hereof in or about the Demised Premises resulting form (excluding the useProperty), misuseexcept for any accident, occupancy, possession, injury or unoccupancy damage caused by the gross negligence or willful misconduct of the Premises by TenantLANDLORD, its agents, employeesemployees or contractors. This indemnity and hold harmless agreement shall include indemnity against all reasonable costs, expenses and liabilities incurred in or in connection with any such claim or proceeding brought thereon, and the legal defense thereof. (b) LANDLORD agrees to indemnify and save harmless TENANT from and against all claims of whatever nature arising from any act, omission or negligence of LANDLORD, or LANDLORD’S contractors, licensees, invitees agents, servants, or guests. Except where employees, or arising from any loss, costaccident, injury or damage is whatsoever caused to any person, or to the result property of Landlord's sole fault any person occurring during the term hereof in or negligenceabout the Property, Landlord shall not have any liability except for any loss, costaccident, injury or damage to caused by the Premisesgross negligence or willful misconduct of TENANT, to Tenant or Tenant's employees, its agents, licenseesemployees or contractors. This indemnity and hold harmless agreement shall include indemnity against all reasonable costs, invitees expenses and liabilities incurred in or guests in connection with any such claim or proceeding brought thereon, and the legal defense thereof. (c) TENANT agrees to any property of such persons. Except as set forth in the Section 8, Landlord shall not be responsible or liable for loss or damage to the contents of any improvements on the Premises, regardless of who owns the contents and regardless of how or by whom the loss or damage is caused. At its sole cost and expense, Tenant shall obtain and thereafter maintain in full force and effect, at all times effect during the lease term hereof. All Risk property insurance covering TENANT’S personal property, commercial general liability insurance and any extension thereof, the following insurance with respect workers’ compensation insurance. LANDLORD shall be named as additional insured to the Premises: (a) comprehensive public general liability insurance having insurance. The minimum limits of not less than $500,000 for bodily injury or death to one person, $500,00 for bodily injuries or death arising out liability of one occurrence, and $200,000 for property damage; (b) fire and extended coverage such insurance in an amount equal to at least 85 percent of the current replacement value of the Premises, which replacement value shall be redetermined by Landlord at the beginning One Million Dollars ($1,000,000.00) per occurrence / Two Million Dollars ($2,000,000,00) policy aggregate. TENANT shall endeavor to provide thirty (30) days’ notice of each year cancellation to LANDLORD and LANDLORD’S designees. A Certificate of the lease term and any extension thereof. Landlord shall, upon each such redetermination, give written notice to Tenant of such redetermined replacement value. If Tenant fails to object to such redetermined replacement value within 21 days after its receipt of written notice thereof, such value Insurance evidencing coverage shall be deemed acceptable delivered to Tenant. If Tenant does object to such redetermined replacement value, the replacement value of the Premises shall then be determined by an appraisal by a firm or person selected by Landlord and approved by Tenant. Such firm or person's determination of the replacement value of the Premises shall be conclusive and binding LANDLORD upon Landlord and Tenant. The cost of any such appraisal shall be borne equally by Landlord and Tenant. If the replacement value of the Premises determined by such an appraisal is higher than the then existing limits of fire and extended insurance coverage, Tenant shall, at its sole cost and expense, promptly cause such insurance limits to be increased to the new replacement value of the Premises. The fire and extended coverage insurance policy shall specifically provide that Landlord and any mortgagee or lessor of Landlord are additional insureds and that all payments shall be made as their interests appearrequest. Each insurance policy furnished under this Section 8 to be maintained by TENANT as above provided shall be issued by a an insurance company licensed and qualified under the laws of the State of Connecticut. In the event TENANT fails to maintain the insurance coverage described above, LANDLORD may procure the same and pay the premiums and add the amount of such premiums so paid to the next month’s rent accruing hereunder, and LANDLORD shall have the right to collect the same from TENANT as additional rent, and LANDLORD shall have the same remedy for the nonpayment thereof as for the non-payment of basic rent as herein provided. Except as otherwise provided herein, it is understood and agreed that TENANT assumes all risk of damage to its own property and business arising from any cause whatsoever, including, without limitation, loss by theft, fire, water damage or otherwise: TENANT shall procure in its own name any insurance desired by TENANT to cover loss or damage to its own property and business. Insofar as and to the extent that the following provision may be effective without invalidating or making it impractical to secure insurance coverage obtainable from responsible insurance company acceptable companies doing business in the State of Connecticut (even through extra premium may result therefrom), LANDLORD and TENANT mutually agree that with respect to Landlord any loss which company is covered by insurance then being carried by them, respectively, the one carrying such insurance and suffering said loss releases the other of and from any and all claims with respect to such loss; and they further mutually agree that their respective insurance companies shall have no right of subrogation against the other on account thereof. TENANT covenants and agrees that it will not do or permit anything to be done in or upon the Demised Premises or bring in anything or keep anything therein, which shall increase the rate of insurance on the Demised Premises or on the Building or other portion of the Building within which the Demised Premises are located above the standard rate on the Demised Premises and the Building. TENANT farther agrees that in the event it shall do any of the foregoing, it will promptly pay to LANDLORD on demand any such increase resulting therefrom, which shall be authorized to do business in Ohiodue and payable as additional rent hereunder and LANDLORD shall have the same remedy for the non-payment thereof as for the non-payment of basic rent as herein provided. The provisions of this paragraph shall apply during the whole of the term hereof including the temporary occupancy of the second floor space by TENANT, and such insurance coverage may be written under a blanket policy if permission is given to TENANT to install fixtures or policies obtained by Tenant, which policy or policies may include other real estate owned or leased by Tenant. Landlord, Tenant and any mortgagee or lessor of Landlord shall all be named as insured parties in each such insurance policy, and each policy shall provide for written notice to Landlord and to any mortgagee or lessor of Landlord at least ten days prior to any cancellation, modification, or lapse thereof. Tenant shall furnish Landlord with memorandum copies of such insurance policies make improvements prior to the commencement of the lease termterm hereof, the provisions shall also apply at all times prior to the commencement of the term hereof. (d) LANDLORD agrees to maintain in full force and effect during the term hereof, All Risk property and commercial general liability insurance covering the Building. The All Risk property insurance policy shall cover all structures and improvements for full replacement value, with replacement cost endorsement, above foundation walls. The commercial general liability insurance shall insure against claims for bodily injury and property damage occurring in or about the Building. Such insurance may be included in blanket policies carried by LANDLORD so long as such blanket policies do not reduce the amount of insurance available to pay any claim with respect to the Building.

Indemnity and Insurance. Tenant shall agrees to indemnify Landlord for, defend Landlord against, and save harmless Landlord harmless from and against all claims of whatever nature arising from any liabilityact, loss, cost, injury, damageomission or negligence of Tenant, or other expense that may occur accident, injury or be claimed by or with respect damage whatsoever caused to any person or to the property on of any person during the term hereof in or about the Demised Premises resulting form the use, misuse, occupancy, possession, or unoccupancy of the Premises by Tenant, its agents, employees, licensees, invitees or guests. Except where arising from any loss, costaccident, injury or damage is during the result term hereof, outside of Landlord's sole fault or negligence, Landlord shall not have any liability for any loss, costthe Demised Premises but within the Project where such accident, injury or damage results or is claimed to have resulted from an act or omission on the Premises, to part of Tenant or Tenant's employeesofficers, agents, licenseesservants, invitees licensees or guests contractors. This indemnity and hold harmless agreement shall include indemnity against all costs, expenses and liabilities incurred in connection with any such claim or proceeding brought thereon and the defense thereof. Tenant agrees to any property use and occupy the Demised Premises and to use all other portions of such persons. Except as set forth in the Section 8Project at its own risk, and further agrees that Landlord shall not be responsible have no responsibility or liable liability for any loss of or damage to fixtures, equipment, merchandise or other personal property of Tenant. Tenant shall not carry any stock of goods or do anything in or about said Demised Premises which will in any way tend to increase insurance rates on said Demised Premises or the contents Building in which the same are located. If Landlord shall consent to such use, Tenant agrees to pay as additional rental any increase in premiums for insurance, against loss by fire or extended coverage risks resulting from the business carried on in the Demised Premises by Tenant. If Tenant installs any electrical equipment that overloads the power lines to the Building, Tenant shall, at its own expense, make whatever changes are necessary to comply with the requirements of any improvements on the Premisesinsurance underwriters and insurance rating bureaus and governmental authorities having jurisdiction. Tenant agrees to procure and maintain a policy or policies of insurance, regardless of who owns the contents and regardless of how or by whom the loss or damage is caused. At at its sole own cost and expense, insuring Landlord and Tenant shall obtain from all claims, demands, or actions made by or on behalf of any person or persons, firm, or corporation arising from related to, or connected with the conduct and thereafter maintain operation of Tenant's business in full force the Demised Premises for injury to or death of one or more persons and effect, at all times during for damage to property in the lease term and any extension thereof, the following insurance with respect to the Premises: (a) comprehensive public liability insurance having limits combined single limit of not less than $500,000 for bodily injury each occurrence. Tenant shall carry like coverage against loss or death damage by boiler or internal explosion by boilers, if there is a boiler in the Demised Premises. Said insurance shall not be subject to one person, $500,00 for bodily injuries or death arising out of one occurrencecancellation except after at least thirty (30) days' prior written notice to Landlord, and $200,000 the policy or policies, or duly executed certificate or certificates for property damage; (b) fire and extended coverage insurance in an amount equal to at least 85 percent the same, together with satisfactory evidence of the current replacement value payment of the Premisespremium thereon, which replacement value shall be redetermined by deposited with Landlord at the beginning of each year commencement of the lease term and any extension thereof. Landlord shall, upon each such redetermination, give written notice renewals thereof no less than thirty (30) days prior to Tenant the expiration of the term of such redetermined replacement valuecoverage. If Tenant fails to object to comply with such redetermined replacement value within 21 days after requirement, Landlord may obtain such insurance and keep the same in effect, and Tenant shall pay Landlord the premium cost thereof upon demand. Landlord shall procure at its receipt own expense during the term of written notice thereofthis Lease, fire, windstorm, extended coverage, such value other insurance as Landlord may obtain, and rental loss insurance on the Project, provided, however, Tenant shall be deemed acceptable to Tenant. If Tenant does object to such redetermined replacement value, the replacement value reimburse Landlord for its share of the Premises shall then be determined by an appraisal by a firm or person selected by actual net cost and expense to Landlord and approved by Tenant. Such firm or person's determination of the replacement value of the Premises shall be conclusive and binding upon Landlord and Tenant. The cost of any such appraisal shall be borne equally by Landlord and Tenant. If the replacement value of the Premises determined by such an appraisal is higher than the then existing limits of fire and fire, windstorm, extended insurance coverage, Tenant shall, at its sole cost and expense, promptly cause such insurance limits to be increased to the new replacement value of the Premises. The fire and extended coverage insurance policy shall specifically provide that Landlord and any mortgagee or lessor of Landlord are additional insureds and that all payments shall be made as their interests appear. Each insurance policy furnished under this Section 8 shall be issued by a responsible insurance company acceptable to Landlord which company shall be authorized to do business in Ohio, and such insurance coverage may be written under a blanket policy or policies obtained by Tenant, which policy or policies may include other real estate owned or leased by Tenant. Landlord, Tenant and any mortgagee or lessor of Landlord shall all be named as insured parties in each such insurance policy, and each policy shall provide for written notice to Landlord and to any mortgagee or lessor of Landlord at least ten days prior to any cancellation, modification, or lapse thereofrental loss insurance. Tenant shall furnish procure at its own expense from the time Tenant takes possession until the end of the Lease Term, fire, extended coverage, vandalism, and sprinkler leakage insurance on the Demised Premises. This property insurance shall include improvements, signs, fixtures, and floor coverings furnished by Landlord. Each of the Landlord with memorandum copies of such insurance policies prior and Tenant hereby releases the other from any and all liability or responsibility, to the commencement other or anyone claiming through or under them by way of subrogation or otherwise, for any loss or damage to property caused by fire or any other insured peril, even if such fire or other casualty shall have been caused by the fault or negligence of the lease termother party or anyone for whom such party may be responsible. Tenant also agrees to obtain a waiver of subrogation from its insurer, subject to availability.

Indemnity and Insurance. Tenant A. Subtenant shall save Parent Landlord and Sublessor harmless from, and defend and indemnify Landlord for, defend Sublessor and Parent Landlord against, to the extent permitted by law, any and save Landlord harmless from any all injury, liability, lossloss or damage, costof whatever nature caused by or resulting from, or claimed to have been caused by or to have resulted from, any act, omission or negligence of Subtenant, or any person claiming under Subtenant (including, without limitation, employees and contractors of Subtenant), no matter where occurring in or around Building A, the Demised Premises or the Common Areas. It is a condition of this save harmless and indemnification of Sublessor that Subtenant shall receive notice of any claim against Sublessor promptly after Sublessor first has knowledge thereof. Sublessor shall give Subtenant notice of any such claim against Parent Landlord promptly after Sublessor first has knowledge thereof. This indemnity and hold harmless agreement shall include indemnity against all reasonable and actual costs, expenses and liabilities incurred in connection with any such injury, damage, or other expense that may occur or be claimed by or with respect to any person or property on or about the Premises resulting form the use, misuse, occupancy, possession, or unoccupancy of the Premises by Tenant, its agents, employees, licensees, invitees or guests. Except where any loss, cost, injury or damage is the result of Landlord's sole fault or negligence, Landlord shall not have any liability for any loss, cost, injury or damage to the Premises, to Tenant or Tenant's employees, agents, licensees, invitees or guests or to any property of such persons. Except as set forth in the Section 8, Landlord shall not be responsible or liable for loss or damage or any such claim, or any proceeding brought thereon or the defense thereof. If Subtenant or any person claiming under Subtenant or the whole or any part of the property of Subtenant or any person claiming under Subtenant shall be injured, lost or damaged by theft, fire, water or steam or in any other way or manner, whether similar or dissimilar to the contents foregoing, no part of any improvements on the Premisessaid injury, regardless of who owns the contents and regardless of how or by whom the loss or damage is causedto be borne by Parent Landlord or Sublessor unless the same shall be caused by or result from the fault or negligence of Parent Landlord or Sublessor, as the case may be. At its sole cost and expenseIn addition to the foregoing indemnity, Tenant Subtenant shall obtain and thereafter be responsible for complying with the terms of any other indemnity or hold harmless provision under the Parent Lease, for which Sublessor is liable or responsible as Tenant, arising out of any act, omission or negligence by Subtenant or breach of this Sublease by Subtenant. B. Subtenant shall maintain in full force and effectgeneral comprehensive public liability insurance, at all times during the lease term and any extension thereof, the following insurance with respect to the Premises: Demised Premises and their appurtenances, issued by insurance companies authorized to do business in the state in which the Demised Premises are located, naming Parent Landlord and its designees and Sublessor and Subtenant as insureds as their interests may appear, in a combined single limit of not less than Five Million Dollars ($5,000,000.00) with respect to bodily injury and property damage or in such higher amounts as shall be required by Parent Landlord or Sublessor. Such insurance shall include, but not be limited to, coverage for premises/completed operations and contractual liability. Such limits may be achieved by a combination of primary and umbrella liability policies. Subtenant shall maintain (a) comprehensive public liability insurance having Automobile Liability insurance, covering any auto, owned, non-owned and hired autos, with limits of not less than One Million Dollars ($500,000 for bodily injury or death to one person, $500,00 for bodily injuries or death arising out of one occurrence, and $200,000 for property damage; 1,000,000.00); (b) workers compensation and employers liability insurance as required by law, with limits of not less than One Million Dollars ($1,000,000.00); and (c) umbrella/excess liability coverage over all of the above policies, with limits of not less than Two Million Dollars ($2,000,000.00), such that the total limits of primary and umbrella/excess are at least Five Million Dollars ($5,000,000.00). Subtenant shall deliver to Parent Landlord and Sublessor the policies of such insurance, or certificates thereof, at least fifteen (15) days prior to the Commencement Date, and each renewal policy or certificate thereof, at least fifteen (15) days prior to the expiration of the policy it renews, and obtain a written obligation of each insurance company to notify Parent Landlord and Sublessor at least twenty (20) days prior to cancellation of such insurance. Subtenant shall comply with any additional insurance requirements contained in the Parent Lease as if Subtenant were the tenant under the Parent Lease and Sublessor were the landlord under the Parent Lease; provided that Subtenant shall not be required to purchase or carry any casualty, liability or other insurance on behalf of Sublessor under the Parent Lease or to reimburse Sublessor for any insurance carried (or required to be carried pursuant to the Parent Lease) by Sublessor. C. Subtenant agrees at all times, at its expense, to keep its furnishings, fixtures and other property situated within the Demised Premises insured against fire, with extended coverage, to the extent of the full replacement cost thereof. Such insurance shall be carried with companies reasonably satisfactory to Sublessor and shall be in form satisfactory to Sublessor. Subtenant shall deliver to Sublessor the policies of such insurance, or certificates thereof, at least fifteen (15) days prior to the Commencement Date, and each renewal policy or certificate thereof at least fifteen (15) days prior to the expiration of the policy it renews and obtain a written obligation of each insurance company to notify Sublessor at least ten (10) days prior to cancellation of such insurance. Subtenant agrees that all of the furnishings, fixtures, equipment and other personal property of Subtenant which, during the term of this Sublease or any occupancy of the Demised Premises by Subtenant may be on the Demised Premises, shall be at the sole risk and hazard of Subtenant, and if the whole or any part thereof shall be destroyed or damaged by fire, water or otherwise, or by leakage or bursting of water pipes, steam pipes, or other pipes, by theft or from any other cause, no part of said loss or damage is to be charged to or to be borne by Sublessor. Subtenant also agrees to carry workmen’s compensation insurance as required by law. D. Subtenant hereby releases Sublessor and Parent Landlord to the extent of Subtenant’s actual insurance coverage or any other insurance Subtenant is required to maintain whether or not such insurance is actually maintained, from any and all liability for any loss or damage caused by fire or any of the extended coverage casualties or any other casualty insured against, even if such fire or other casualty shall be brought about by the fault or negligence of Sublessor or its agents or Parent Landlord or its agents, provided, however, this release shall be in force and effect only with respect to loss or damage occurring during such time as Subtenant’s policies covering such loss or damage shall contain a clause to the effect that this release shall not affect said policies or the right of Subtenant to recover thereunder. Subtenant agrees that its fire and extended coverage other casualty insurance in an amount equal policies shall include such a clause confirming the foregoing. E. Sublessor hereby releases Subtenant, to at least 85 percent the extent of the current replacement value of the Premises, which replacement value shall be redetermined by Landlord at the beginning of each year of the lease term and any extension thereof. Landlord shall, upon each such redetermination, give written notice to Tenant of such redetermined replacement value. If Tenant fails to object to such redetermined replacement value within 21 days after its receipt of written notice thereof, such value shall be deemed acceptable to Tenant. If Tenant does object to such redetermined replacement value, the replacement value of the Premises shall then be determined by an appraisal by a firm or person selected by Landlord and approved by Tenant. Such firm or person's determination of the replacement value of the Premises shall be conclusive and binding upon Landlord and Tenant. The cost of any such appraisal shall be borne equally by Landlord and Tenant. If the replacement value of the Premises determined by such an appraisal is higher than the then existing limits of fire and extended Sublessor’s insurance coverage, Tenant shallfrom any and all liability for any loss or damage caused by fire or any of the extended coverage casualties or any other casualty insured against, at even if such fire or other casualty shall be brought about by the fault or negligence of Subtenant or its sole cost agents, provided, however, this release shall be in force and expense, promptly cause effect only with respect to loss or damage occurring during such insurance limits to be increased time as Sublessor’s policies covering such loss or damage shall contain a clause to the new replacement value effect that this release shall not affect said policies or the right of the PremisesSublessor to recover thereunder. The Sublessor agrees that its fire and extended coverage other casualty insurance policy policies shall specifically provide that Landlord include such a clause confirming the foregoing. F. To the fullest extent permitted by law, Sublessor shall indemnify and save harmless Subtenant from and against any mortgagee and all injury, liability, loss or lessor of Landlord are additional insureds and that all payments shall be made as their interests appear. Each insurance policy furnished under this Section 8 shall be issued by a responsible insurance company acceptable to Landlord which company shall be authorized to do business in Ohiodamage, penalties or judgments, and such insurance coverage may be written under a blanket policy or policies obtained by Tenantfrom and against any claims, which policy or policies may include other real estate owned or leased by Tenant. Landlordactions, Tenant and any mortgagee or lessor of Landlord shall all be named as insured parties in each such insurance policyproceedings, and each policy shall provide for written notice expenses and costs in connection therewith, including reasonable counsel fees, arising from injury to Landlord person or property sustained by anyone in and to any mortgagee about Building A, the Demised Premises or lessor the Common Areas by reason of Landlord at least ten days prior to any cancellation, modificationan act or omission of Sublessor, or lapse thereofSublessor’s officers, agents, servants, employees or contractors. Tenant Such indemnity shall furnish Landlord with memorandum copies include all reasonable legal fees in Subtenant’s defense of any suit or action against Subtenant alleging any such insurance policies prior to the commencement act or omission of the lease termSublessor.

Indemnity and Insurance. Tenant shall indemnify Landlord fora) Xxxxxxxxx agrees to protect, defend Landlord againstindemnify, and save Landlord hold Artist and his representatives and its and their shareholders, officers, directors, employees and agents harmless from and against any liabilityand all claims, lossactions, costdamages, liability and expenses, including any and all legal and other professional fees arising from or relevant to the Engagement and occasioned in whole or in part by any act or omission of Purchaser (as defined herein) or any person for whose conduct Purchaser is legally responsible. (i) In addition to and without limiting the generality of the foregoing, Purchaser shall obtain Commercial General Liability insurance including Personal Injury, Products, Host Liquor and Contractual Liability insurance in respect of the Engagement and such policy shall specifically add COACH HOUSE TOURING INC. and XXXXX XXXX . Such policy or policies shall provide for a limit of no less than three million dollars ($3,000,000.00 USD) per occurrence. (ii) Purchaser shall also take out and maintain “All Risks” Property insurance on property owned by or rented to or loaned to or in the care, custody or control of Artist or any of Artist’s musicians or assistants or crew, on a Replacement Cost New valuation basis without depreciation for items/material of like/similar kind and quality. Such insurance shall name Artist as an insured and loss payable to Owners as their respective interests may appear. For the purpose of this Rider “Personal Injury” shall include, without limitation, bodily injury, death, property damage, false arrest, detention or imprisonment, malicious prosecution, libel, slander, defamation, violation of the right of privacy and wrongful eviction. Purchaser shall obtain a policy and/or policies of insurance issued by a financially sound insurance company licensed to do business in the jurisdiction of the Engagement. c) With respect to any claim arising from the Engagement, Xxxxxxxxx agrees: (i) to pay any and all costs/expenses of any defence(s) and legal settlement(s), including any amount levied in such legal settlement(s), on a solicitor/own client basis; (ii) to pay any and all claims and actions at law or in equity which may be asserted or brought against Artist due to any such Personal Injury, damage, or other expense that loss, even though such claims or actions may occur be groundless, false or be claimed by fraudulent; (iii) to permit Artist or with respect his representatives to supervise the defence(s) and/or settlement(s) of any person such claim or property on or about the Premises resulting form the useaction; (iv) to pay and discharge any judgements, misuse, occupancy, possessionorders, or unoccupancy of the Premises decrees rendered or entered against Artist by Tenant, its agents, employees, licensees, invitees or guests. Except where any loss, cost, injury or damage is the result of Landlord's sole fault or negligence, Landlord shall not have any liability for any loss, cost, injury or damage to the Premises, to Tenant or Tenant's employees, agents, licensees, invitees or guests or to any property of such persons. Except as set forth in the Section 8, Landlord reason thereof; and (v) that Artist shall not be liable or responsible for any act or liable for loss omission of Purchaser. d) In any Venue where alcoholic beverages are either sold or damage to permitted, the contents Venue and/or Purchaser shall have the onus of disproving that alcohol was a factor in any improvements on the Premises, regardless of who owns the contents and regardless of how or by whom the loss or damage is caused. At its sole cost and expense, Tenant Personal Injury. e) Purchaser shall obtain and thereafter maintain in full force and effecteffect workers’ compensation insurance, employer’s liability insurance, and all other insurance coverage of a similar character applicable to employment, and shall supply proof of such coverage to Artist at least forty-eight (48) hours prior to the scheduled Engagement. f) Purchaser shall be directly and solely responsible for any and all times during the lease term failures to obtain all such insurance referred to herein and any extension thereofsuch failure is a direct and material breach of this Agreement. g) All insurance policies required hereby shall be the sole expense of Purchaser, and must be sufficient to cover the following indemnity as specified in this Rider. Such insurance with respect shall be in full force and effect for a period commencing forty-eight (48) hours prior to the Premises: scheduled Engagement and terminating forty- eight (a48) comprehensive public liability insurance having limits of not less than $500,000 for bodily injury or death hours after the scheduled Engagement. Without prejudice to one personArtist's other rights, $500,00 for bodily injuries or death arising out of one occurrence, and $200,000 for property damage; (b) fire and extended coverage insurance in an amount equal to at least 85 percent of the current replacement value of the Premises, which replacement value shall be redetermined by Landlord at the beginning of each year of the lease term and any extension thereof. Landlord shall, upon each such redetermination, give written notice to Tenant of such redetermined replacement value. If Tenant where Purchaser fails to object to effect such redetermined replacement value within 21 days after its receipt of written notice thereof, such value shall be deemed acceptable to Tenant. If Tenant does object to such redetermined replacement value, the replacement value of the Premises shall then be determined by an appraisal by a firm or person selected by Landlord and approved by Tenant. Such firm or person's determination of the replacement value of the Premises shall be conclusive and binding upon Landlord and Tenant. The cost of any such appraisal shall be borne equally by Landlord and Tenant. If the replacement value of the Premises determined by such an appraisal is higher than the then existing limits of fire and extended insurance coverage, Tenant shall, at its sole cost Artist may do so and expense, promptly cause in such event Purchaser shall pay upon Artist's demand the premium for such insurance limits to be increased to the new replacement value plus an additional (50%) of the Premises. The fire and extended coverage insurance premium as an administrative fee for obtaining such policy shall specifically provide that Landlord and any mortgagee or lessor of Landlord are additional insureds and that all payments shall be made as their interests appear. Each insurance policy furnished under this Section 8 shall be issued by a responsible insurance company acceptable to Landlord which company shall be authorized to do business in Ohio, (and such insurance coverage may fee shall not be written under included as a blanket policy or policies obtained by Tenant, which policy or policies may include other real estate owned or leased by Tenant. Landlord, Tenant and any mortgagee or lessor of Landlord shall all be named as insured parties in each such insurance policy, and each policy shall provide for written notice to Landlord and to any mortgagee or lessor of Landlord show expense at least ten days prior to any cancellation, modification, or lapse thereof. Tenant shall furnish Landlord with memorandum copies of such insurance policies prior to the commencement of the lease termsettlement).

Indemnity and Insurance. Tenant (a) Landlord shall indemnify Landlord forindemnify, defend Landlord against, and save Landlord Tenant and its agents, servants, employees, officers and directors harmless from any and all loss, damages, liability, losscosts and expenses including but not limited to reasonable attorney's fees, cost, injury, damage, or and al other expense that may occur or be claimed by or with respect to any person or property on or about the Premises resulting form the use, misuse, occupancy, possession, or unoccupancy of the Premises by sums which Tenant, its agents, servants, employees, licensees, invitees officers and directors may pay or guests. Except where become obligated to pay on account of any loss, cost, injury claim or damage is the result assertion of liability arising or alleged to have arisen out of any act or omission of Landlord's sole fault or negligence, Landlord shall not have any liability for any lossits agents, costcontractors, injury or damage to the Premisessubcontractors, to Tenant or Tenant's servants, employees, agentslicensees or invitees in connection with construction of the Site Improvements to be performed by or at the direction of Landlord under this Exhibit; provided, licensees, invitees or guests or to any property of such persons. Except as set forth in the Section 8however, Landlord shall not be responsible for any such loss, damages, liability, costs or liable expenses which arise from the act or omission of Tenant, its agents, servants, employees or officers. Notwithstanding the foregoing, in no event shall Landlord be responsible for loss any lost profits or damage consequential damages. Tenant shall indemnify, defend and save Landlord and its agents, servants, employees, officers and directors harmless from any and all loss, damages, liability, costs and expenses including but not limited to the contents reasonable attorneys fees, and al other sums which Landlord, its agents, servants, employees, officers and directors may pay or become obligated to pay, on account of any improvements claim or assertion of liability arising or alleged to have arisen out of any act or omission of Tenant, its agents, contractors, subcontractors, servants, employees, licensees or invitees in connection with the construction of the Tenant's Building on the Demised Premises; provided, regardless of who owns the contents and regardless of how or by whom the loss or damage is caused. At its sole cost and expensehowever, Tenant shall obtain and thereafter maintain not be responsible for any loss, damage, liability, cost or expenses which arise from the act or omission of Landlord, its agents, servants, employees or officers. Notwithstanding the foregoing, in full force and effect, at all times during the lease term and no event shall Tenant be responsible for any extension thereof, the following insurance with respect to the Premises:lost profits or consequential damages. (ab) Landlord and Tenant shall each maintain or cause to be maintained in force a general comprehensive public liability policy or policies of insurance having limits written by one or more responsible insurance carriers licensed to do business in New Jersey insuring against liability for injury to and/or death of any person and/or damage to property of any person or persons in connection with the construction of the Site Improvements to be performed by landlord pursuant to this Agreement, and as to Tenant, the construction of the Tenant's Building, in each case with single limit liability coverage of not less than $500,000 1,000,000.00 (plus umbrella coverage for bodily injury or death to one person, an additional $500,00 for bodily injuries or death arising out of one occurrence, and $200,000 for property damage; (b) fire and extended coverage insurance in an amount equal to at least 85 percent of the current replacement value of the Premises, which replacement value shall be redetermined by Landlord at the beginning of each year of the lease term and any extension thereof. Landlord shall, upon each such redetermination, give written notice to Tenant of such redetermined replacement value. If Tenant fails to object to such redetermined replacement value within 21 days after its receipt of written notice thereof, such value shall be deemed acceptable to Tenant. If Tenant does object to such redetermined replacement value, the replacement value of the Premises shall then be determined by an appraisal by a firm or person selected by Landlord and approved by Tenant1,000,000.00). Such firm or person's determination of the replacement value of the Premises shall be conclusive and binding upon Landlord and Tenant. The cost of any such appraisal shall be borne equally by Landlord and Tenant. If the replacement value of the Premises determined by such an appraisal is higher than the then existing limits of fire and extended insurance coverage, Tenant shall, at its sole cost and expense, promptly cause such insurance limits to be increased to the new replacement value of the Premises. The fire and extended coverage insurance policy shall specifically provide that Landlord and any mortgagee or lessor of Landlord are additional insureds and that all payments shall be made as their interests appear. Each insurance policy furnished under this Section 8 shall be issued by a responsible insurance company acceptable to Landlord which company shall be authorized to do business in Ohio, and such insurance coverage may be written under a blanket policy or policies obtained by Tenant, which shall name the other party as an additional insured. Each party agrees to deliver to the other a certificate of insurance evidencing the existence of such policy or policies may include other real estate owned or leased by Tenantof insurance. Landlord, Tenant and any mortgagee or lessor of Landlord shall all be named as insured parties in each Such certificate will provide that such insurance policy, and each policy shall provide for will not be canceled or materially amended unless thirty (30) days' prior written notice to Landlord and to any mortgagee or lessor of Landlord at least ten days prior to any cancellation, modification, or lapse thereof. Tenant shall furnish Landlord with memorandum copies of such insurance policies prior cancellation or amendment is given to the commencement of the lease term.other. EXHIBIT C ---------

Indemnity and Insurance. Tenant shall The Lessee hereby agrees to indemnify Landlord for, defend Landlord against, the Lessor against and save Landlord to HOLD the Lessor harmless from any liability, loss, cost, injury, damage, and all claims or other expense that may occur or be claimed by or with respect to any person or property on or about the Premises resulting form the use, misuse, occupancy, possession, or unoccupancy of the Premises by Tenant, its agents, employees, licensees, invitees or guests. Except where any loss, cost, injury or damage is the result of Landlord's sole fault or negligence, Landlord shall not have any liability for any loss, cost, injury or damage to the Premises, to Tenant or Tenant's employees, agents, licensees, invitees or guests or to any property of such persons. Except as set forth in the Section 8, Landlord shall not be responsible or liable demands for loss or damage to the contents of property or for injury or death to any improvements on the Premisesperson from any cause whatsoever while in, regardless of who owns the contents upon or about said leased premises, including walkways and regardless of how or by whom the loss or damage is caused. At its sole cost and expenseparking lots, Tenant shall obtain and thereafter maintain in full force and effect, at all times during the term of this lease term and or any extension thereof, the following insurance with respect to the Premises: (a) comprehensive public liability insurance having limits of not less than $500,000 for bodily injury or death to one person, $500,00 for bodily injuries or death arising out of one occurrence, and $200,000 for property damage; (b) fire and extended coverage insurance or in an amount equal to at least 85 percent connection with Lessee's use or occupancy of the current replacement value of the Premises, which replacement value shall be redetermined by Landlord at the beginning of each year of the lease term and any extension thereof. Landlord shall, upon each such redetermination, give written notice to Tenant of such redetermined replacement value. If Tenant fails to object to such redetermined replacement value within 21 days after its receipt of written notice thereof, such value shall be deemed acceptable to Tenant. If Tenant does object to such redetermined replacement value, the replacement value of the Premises shall then be determined by an appraisal by a firm or person selected by Landlord and approved by Tenant. Such firm or person's determination of the replacement value of the Premises shall be conclusive and binding upon Landlord and Tenantleased premises. The cost of any such appraisal shall be borne equally by Landlord Lessee agrees to acquire and Tenant. If the replacement value of the Premises determined by such an appraisal is higher than the then existing limits of fire and extended maintain from a reputable insurance coverage, Tenant shallcompany, at its sole cost and expense, promptly cause public liability insurance against property damage or personal injury growing out of the use of or occurring on or about the leased premises with liability limits of not less than One Million Dollars ($1,000,000) for injuries to one person and One Million Dollars ($1,000,000) for injuries to more than one person in any one accident or occurrence, and for loss or damage to the property of any person or persons, for not less than One Hundred Thousand Dollars ($100,000). The Lessor shall be named as an additionally named insured on all such insurance limits policies and Lessee shall furnish the Lessor a certificate by the insurer indicating said coverage to be increased in effect. It is understood by and between the Lessor and Lessee that the Lessee will only be able to obtain the new replacement value above coverage therefore an umbrella policy will be obtained TO increase the limits up to $500,000.00 for injuries to one person or more than one person at the sole cost and expense of the PremisesLessee. The In addition, sums due for said insurance shall be paid for by the Lessee as additional rent for the succeeding month. During the term of this Lease or any extension or renewal thereof, the Lessee, as it sole cost and expense, shall provide fire and extended coverage insurance policy shall specifically provide that Landlord for the full insurable value not less than ($100.000) of the real property (building) improvements, which term includes machinery, fixtures, air conditioning and any mortgagee or lessor equipment affixed to the building, which are a part of Landlord are the leased premises. The Lessor is to be named additional insureds insured and that all payments shall be made as their interests appear. Each provided with a certificate of insurance policy furnished under this Section 8 shall be issued by a responsible insurance company acceptable to Landlord which company shall be authorized to do business in Ohio, and the insurer showing such insurance coverage may to be written under a blanket policy or policies obtained by Tenant, which policy or policies may include other real estate owned or leased by Tenant. Landlord, Tenant and any mortgagee or lessor of Landlord shall all be named as insured parties in each such insurance policy, and each policy shall provide for written notice to Landlord and to any mortgagee or lessor of Landlord at least ten days prior to any cancellation, modification, or lapse thereof. Tenant shall furnish Landlord with memorandum copies of such insurance policies prior to the commencement of the lease termeffect.

Indemnity and Insurance. Tenant shall indemnify (a) To the extent not covered by the insurance required to be maintained by Landlord for, defend Landlord againsthereunder, and save subject to the provisions of Article 9 (Waiver of Subrogation), Tenant hereby indemnifies and saves harmless Landlord harmless from and against any liability, claims and all loss, cost, injuryliability, damagedamage and/or expense, including, but not limited to reasonable counsel fees, penalties and fines, incurred in connection with or arising from (i) any default by Tenant in the observance or performance of any of the provisions, covenants or conditions of this Lease on Tenant's part to be observed or performed, (ii) the use or occupancy or manner of use or occupancy of the Demised Premises by Tenant or any person claiming through or under Tenant, or other expense that may occur (iii) any acts, omissions, or be claimed by negligence of Tenant or with respect to any person such person, or property on any contractor, agent, servant, employee, visitor or licensee of Tenant, in or about the Premises resulting form the useDemised Premises. If any action or proceeding shall be brought against Landlord based upon any such claim, misuse, occupancy, possession, or unoccupancy of the Premises by Tenant, its agentsupon notice from Landlord, employeesshall cause such action or proceeding to be defended, licenseesat Tenant's expense, invitees by counsel acting for Tenant's insurance carriers in connection with such defense or guests. Except where by other counsel reasonably satisfactory to Landlord. (b) To the extent not covered by the insurance required to be maintained by Tenant hereunder, and subject to the provisions of Article 9 (Waiver of Subrogation), Landlord hereby indemnifies and saves harmless Tenant from and against any claims and all loss, cost, injury liability, damage and/or expense, including, but not limited to reasonable counsel fees, penalties and fines, incurred in connection with or damage is arising from (i) any default by Landlord in the result observance or performance of any of the provisions, covenants or conditions of this Lease on Landlord's part to be observed or performed, or (ii) any acts, omissions, or negligence of Landlord or any such person, or any contractor, agent, servant, employee, visitor or licensee of Landlord, in or about the Demised Premises. If any action or proceeding shall be brought against Tenant based upon any such claim, Landlord, upon notice from Tenant, shall cause such action or proceeding to be defended, at Landlord's sole fault or negligenceexpense, Landlord shall not have any liability by counsel acting for any loss, cost, injury or damage to the Premises, to Tenant or TenantLandlord's employees, agents, licensees, invitees or guests or to any property of insurance carriers in connection with such persons. Except as set forth in the Section 8, Landlord shall not be responsible or liable for loss or damage to the contents of any improvements on the Premises, regardless of who owns the contents and regardless of how defense or by whom the loss or damage is caused. At its sole cost and expense, Tenant shall obtain and thereafter maintain in full force and effect, at all times during the lease term and any extension thereof, the following insurance with respect to the Premises: (a) comprehensive public liability insurance having limits of not less than $500,000 for bodily injury or death to one person, $500,00 for bodily injuries or death arising out of one occurrence, and $200,000 for property damage; (b) fire and extended coverage insurance in an amount equal to at least 85 percent of the current replacement value of the Premises, which replacement value shall be redetermined by Landlord at the beginning of each year of the lease term and any extension thereof. Landlord shall, upon each such redetermination, give written notice to Tenant of such redetermined replacement value. If Tenant fails to object to such redetermined replacement value within 21 days after its receipt of written notice thereof, such value shall be deemed acceptable other counsel reasonably satisfactory to Tenant. Section 7.02. If Tenant does object to such redetermined replacement value, the replacement value of the Premises shall then be determined by an appraisal by a firm or person selected by Landlord and approved by Tenant. Such firm or person's determination of the replacement value of the Premises shall be conclusive and binding upon Landlord and Tenant. The cost of any such appraisal shall be borne equally by Landlord and Tenant. If the replacement value of the Premises determined by such an appraisal is higher than the then existing limits of fire and extended insurance coverage, Tenant shall, at its sole cost during the Term (including any extension term) and expense, promptly cause such insurance limits to be increased to the new replacement value of the Premises. The fire and extended coverage insurance policy shall specifically provide that Landlord and during any mortgagee or lessor of Landlord are additional insureds and that all payments shall be made as their interests appear. Each insurance policy furnished under this Section 8 shall be issued by a responsible insurance company acceptable to Landlord which company shall be authorized to do business in Ohio, and such insurance coverage may be written under a blanket policy or policies obtained by Tenant, which policy or policies may include other real estate owned or leased by Tenant. Landlord, Tenant and any mortgagee or lessor of Landlord shall all be named as insured parties in each such insurance policy, and each policy shall provide for written notice to Landlord and to any mortgagee or lessor of Landlord at least ten days prior to any cancellation, modification, or lapse thereof. Tenant shall furnish Landlord with memorandum copies of such insurance policies period prior to the commencement of the lease term.Term during which Tenant or anyone acting by or on behalf of Tenant enters the Demised Premises, at Tenant's own cost and expense, maintain and provide: (a) comprehensive general liability insurance for the benefit and protection of Landlord and Tenant (said policy to name Landlord, ground lessor, if any, and any other parties designated by Landlord, as co-insureds) in an amount not less than $1,000,000 for injuries or death to any one person, and not less than $3,000,000 for injuries or death to more than one person in any one accident or occurrence and for damage to property in an amount not less than $500,000 arising out of any one accident or occurrence;

Indemnity and Insurance. Tenant shall indemnify Landlord for11.1. The Service Provider hereby indemnifies and holds the Land Bank, defend Landlord againstits customers, employees and save Landlord workmen harmless from against any liability, loss, cost, injury, damage, damage or other expense that may occur injury caused or be claimed sustained by any wilful or with respect to any person negligent act or property omission on or about the Premises resulting form the use, misuse, occupancy, possession, or unoccupancy part of the Premises Service Provider or any of its Staff in the course and scope of their employment by Tenantthe Service Provider and the execution of its duties in terms of this Agreement or otherwise. 11.2. Without derogating from the generality of clause 11.1 above, its agentsthe Service Provider hereby indemnifies the Land Bank in respect of any claim for damages arising from such an act or omission, irrespective of whether these acts or omissions can: 11.2.1. be legally imputed to the Land Bank in any manner, whether jointly with or separately from the Service Provider; or 11.2.2. independently found a claim against the Land Bank, by virtue of any duty upon the Land Bank to supervise or control the activities of the Service Provider, the Staff or sub-Service Providers and/or independently to safeguard the Land Bank‟s customers, employees, licensees, invitees workmen and any other party from risks or guestsdangers arising from the activities pursued by the Service Provider. 11.3. Except where any loss, cost, injury or damage is The Service Provider shall be liable to the result of Landlord's sole fault or negligence, Landlord shall not have any liability Land Bank for any loss, costdamage or injury of any nature suffered by the Land Bank, injury its customers, employees or damage workmen (of whatsoever nature) which may have arisen from or be connected with a negligent, grossly negligent or wilful act or omission on the part of the Service Provider or its sub-Service Providers in the provision of the Services. 11.4. Where an action is instituted against the Land Bank in addition to, or instead of, the Service Provider, the Land Bank will be reimbursed by the Service Provider for: 11.4.1. the costs, on an attorney and own client scale, incurred by the Land Bank to its attorneys and counsel, in the defence of such action (“the Land Bank‟s Costs”). Payment by the Service Provider to the Premises, to Tenant or Tenant's employees, agents, licensees, invitees or guests or to any property of such persons. Except Land Bank for the Land Bank‟s Costs shall be due and payable as set forth in the Section 8, Landlord shall not be responsible or liable for loss or damage and when each invoice is rendered to the contents Land Bank by the Land Bank‟s attorneys; and 11.4.2. any of any improvements the plaintiff‟s costs recoverable from the Land Bank, in terms of an order of court, on whatever scale ordered by that court. Payment of these costs is due by the Service Provider to the Land Bank on the Premises, regardless date of who owns demand by the contents and regardless of how or by whom the loss or damage is caused. At its sole cost and expense, Tenant shall obtain and thereafter maintain in full force and effect, at all times during the lease term and any extension thereof, the following insurance with respect to the Premises:Land Bank. (a) comprehensive public liability insurance having limits of not less than $500,000 for bodily injury or death to one person, $500,00 for bodily injuries or death arising out of one occurrence, and $200,000 for property damage; (b) fire and extended coverage insurance in an amount equal to at least 85 percent of the current replacement value of the Premises, which replacement value shall be redetermined by Landlord at the beginning of each year of the lease term and any extension thereof. Landlord shall, upon each such redetermination, give written notice to Tenant of such redetermined replacement value. If Tenant fails to object to such redetermined replacement value within 21 days after its receipt of written notice thereof, such value shall be deemed acceptable to Tenant. If Tenant does object to such redetermined replacement value, the replacement value of the Premises shall then be determined by an appraisal by a firm or person selected by Landlord and approved by Tenant. Such firm or person's determination of the replacement value of the Premises shall be conclusive and binding upon Landlord and Tenant. The cost of any such appraisal shall be borne equally by Landlord and Tenant11.5. If the replacement value Land Bank is successful in its defence and obtains a costs order against the plaintiff, the Land Bank shall repay the amount of any costs order to the Service Provider, when and if the same is recovered from plaintiff, provided that the Service Provider has paid all the Land Bank‟s Costs that are due and owing. Where the Service Provider has failed to pay the Land Bank‟s Costs, the Land Bank shall be entitled to set off the costs recovered from the plaintiff against the Land Bank‟s Costs and pay over the balance to the Service Provider. 11.6. The Service Provider shall, so as to cover the risk referred to in clauses 11.1 to 11.4 (both inclusive) maintain, for the duration of the Premises determined by Agreement, appropriate and adequate insurance cover: 11.6.1. in relation to such an appraisal is higher classes of risk; 11.6.2. in respect of such amounts of cover; and 11.6.3. with such insurers, in accordance with prudent insurance practice and the amount of which shall be to the satisfaction of the Land Bank, but shall be no less than the then existing limits amount specified in the Service Provider Agreement, if any amount is so specified. 11.7. Without limiting the generality of fire the provisions of this clause, such insurance cover shall extend to any bodily injury sustained by the Land Bank's staff and/or customers. 11.8. The Service Provider shall: 11.8.1. procure that the interests of the Land Bank are noted on such policies and extended that such policies include non-voidance and non-invalidation provisions, so that a breach of such policies by the Service Provider shall not prejudice the insurance coveragecover afforded to the Land Bank; or 11.8.2. obtain such additional policies as may be required so as to ensure that a breach of such policies by the Service Provider shall not prejudice the insurance cover afforded to the Land Bank. 11.9. The Service Provider shall: 11.9.1. furnish the Land Bank with certificates of cover in respect of such policies promptly upon request by the Land Bank; 11.9.2. comply fully with the conditions of such policies; and 11.9.3. pay all insurance premiums punctually and submit documentary confirmation to the Land Bank that it has done so, Tenant at the Land Bank's request. 11.10. If the Service Provider defaults on payment of any insurance premiums due, the Land Bank shall, at in its sole cost discretion and expensewithout notice be entitled to pay such premiums on behalf of the Service Provider and to immediately recover any amount paid from the Service Provider by deducting same from any consideration due and payable in terms of the Agreement or by claiming the amount from the Service Provider directly, promptly cause such insurance limits decision being at the Land Bank's sole discretion. 11.11. If the Land Bank elects to recover any amount due in terms of clause 11.10 above from the Service Provider directly, such amount shall be increased paid by the Service Provider to the new replacement value Land Bank without deduction or set-off within 3 (three) days of the Premises. The fire and extended coverage insurance policy shall specifically provide that Landlord and any mortgagee or lessor of Landlord are additional insureds and that all payments shall be made as their interests appear. Each insurance policy furnished under this Section 8 shall be issued by a responsible insurance company acceptable to Landlord which company shall be authorized to do business in Ohio, and such insurance coverage may be written under a blanket policy or policies obtained by Tenant, which policy or policies may include other real estate owned or leased by Tenant. Landlord, Tenant and any mortgagee or lessor of Landlord shall all be named as insured parties in each such insurance policy, and each policy shall provide for written notice to Landlord and to any mortgagee or lessor of Landlord at least ten days prior to any cancellation, modification, or lapse thereof. Tenant shall furnish Landlord with memorandum copies of such insurance policies prior to the commencement of the lease termdemand.

Indemnity and Insurance. (a) Tenant shall indemnify Landlord for, defend Landlord against, and save Landlord harmless and indemnified from any liability, loss, costclaim, damage or expense, including reasonable attorneys' fees, arising out of or relating to any and all injury, damageloss, claims or other expense that may occur or be claimed by or with respect damages to any person or property while on or about the Premises resulting form unless caused by the useact, misusenegligence or default of Landlord, occupancyits employees or agents, possessionand from and against all injury, loss, claim or unoccupancy damage to any person or property occasioned by any act, neglect or default of Tenant or Tenant's agents, employees or invitees. (b) Tenant shall maintain, at its expense, throughout the term, (i) insurance against loss or liability in connection with bodily injury or property damage arising out of the use of the Premises by Tenant, Tenant or its agents, employees, licenseesofficers, invitees subtenants, invitees, visitors and guests, under one or guests. Except where any loss, cost, injury or damage is the result more policies of Landlord's sole fault or negligence, Landlord shall not have any liability for any loss, cost, injury or damage to the Premises, to Tenant or Tenant's employees, agents, licensees, invitees or guests or to any property of such persons. Except as set forth in the Section 8, Landlord shall not be responsible or liable for loss or damage to the contents of any improvements on the Premises, regardless of who owns the contents and regardless of how or by whom the loss or damage is caused. At its sole cost and expense, Tenant shall obtain and thereafter maintain in full force and effect, at all times during the lease term and any extension thereof, the following insurance with respect to the Premises: (a) comprehensive general public liability insurance having limits as to each of not less than (A) One Million Dollars ($500,000 1,000,000.00) for bodily injury to or death to of any one personperson during any one occurrence, (B) Three Million Dollars ($500,00 2,000,00.00) for bodily injuries injury to or death arising out of all persons in any one occurrence, and $200,000 for (B) All Risks” property damage; (b) fire and extended coverage insurance in an amount equal not less than one hundred percent (100%) of the full replacement cost of the building and all leasehold improvements made by Tenant and all personal property and trade fixtures of Tenant for their full replacement value. Each policy required to be maintained by Tenant hereunder shall (I) name as the insured thereunder, as their interests may appear, Landlord and Tenant (and, at Landlord’s request, any mortgagee of Landlord, (II) by its terms, be considered primary and noncontributory with respect to any other insurance carried by Landlord or its successors and assigns, (III) by its terms, be cancelable or materially altered only upon at least 85 percent of the current replacement value of the Premises, which replacement value shall be redetermined by Landlord at the beginning of each year of the lease term and any extension thereof. Landlord shall, upon each such redetermination, give fifteen (15) days’ prior written notice to Tenant of such redetermined replacement value. If Tenant fails to object to such redetermined replacement value within 21 days after its receipt of written notice thereofLandlord (and, such value shall be deemed acceptable to Tenant. If Tenant does object to such redetermined replacement valueat Xxxxxxxx’s request, the replacement value of the Premises shall then be determined by an appraisal by a firm or person selected by Landlord and approved by Tenant. Such firm or person's determination of the replacement value of the Premises shall be conclusive and binding upon Landlord and Tenant. The cost of any such appraisal shall be borne equally by Landlord and Tenant. If the replacement value of the Premises determined by such an appraisal is higher than the then existing limits of fire and extended insurance coverage, Tenant shall, at its sole cost and expense, promptly cause such insurance limits to be increased to the new replacement value of the Premises. The fire and extended coverage insurance policy shall specifically provide that Landlord and any mortgagee or lessor of Landlord are additional insureds Landlord, and that all payments shall be made as their interests appear. Each insurance policy furnished under this Section 8 shall (IV) be issued by a responsible an insurer of recognized responsibility licensed to issue such policy in Maine. (c) Tenant shall deposit with Landlord certificates evidencing the insurance company acceptable to Landlord which company shall be authorized to do business in Ohiorequired by this Section within ten (10) days after the Commencement Date hereof, and thereafter within ten (10) days prior to the expiration of such policies. Such policies shall provide that the policies may not be cancelled without at least fifteen (15) days prior written notice to each insured. Such insurance coverage may be written maintained by Tenant under a blanket policy or policies obtained policies, so called. (d) Tenant hereby represents and warrants that its present and future use and any alterations of the Premises shall comply with all environmental laws and regulations, including permits, during its possession; and Tenant will not knowingly permit or cause the release a “Hazardous Substance” (as defined below) in the Premises except as permitted by law. Xxxxxx does hereby agree to indemnify and hold Landlord harmless of, from, and against, all claims, {W4244015.1} actions, liens, demands, costs, expenses, fines, judgments, losses (including but not limited to loss of revenue and business), damages, causes of actions, suits, investigations, administrative hearings, or other claims resulting from, arising out of, or related to, Xxxxxx's violation of this provision (including reasonable legal fees and costs resulting from all of the above). Landlord and Xxxxxx acknowledge and agree if Tenant violates this provision, Landlord may either require Tenant to cure such violation at Tenant, which policy ’s expense or policies Landlord may include other real estate owned or leased by Tenant. remedy such violation and upon the completion of Landlord’s cure of such violation, Tenant shall reimburse Landlord in full the reasonable costs associated with such cure. In the event that Xxxxxx is served with any notice regarding the release, or improper use of Hazardous Substances on or about the Premises, Xxxxxx agrees to promptly provide Landlord with written notice thereof. The parties acknowledge and agree that for the purposes of this provision and the Lease the term "Hazardous Substance(s)" shall mean and include any mortgagee substance which is or lessor of Landlord shall all be named contains: (i) any "Hazardous Substance" as insured parties now or hereafter defined in each such insurance policythe Comprehensive Environmental Response, Compensation, and each policy shall provide for written notice Liability Act of 1980, as now or hereafter amended (42 U.S.C. Section 9601 et seq.) ("CERCLA") or any regulations now or hereafter promulgated under CERCLA; (ii) any "Hazardous Waste" as now or hereafter defined in the Resource Conservation and Recovery Act of 1976, as now or hereafter amended (42 U.S.C. Section 6901 et seq.) ("RCRA") or any regulations now or hereafter promulgated under RCRA; (iii) any substance now or hereafter regulated by the Toxic Substances Control Act, as now or hereinafter amended (15 U.S.C. Section 2601 et seq.) ("TSCA"), or any regulations now or hereafter promulgated under TSCA; (iv) gasoline, diesel fuel, oil or other petroleum products or derivatives or fractions thereof; (v) asbestos or asbestos-containing materials in any form, whether friable or non-friable; (vi) polychlorinated biphenyls; (vii) radon gas; or (viii) any other substances, materials or wastes which are now or hereafter regulated or classified or considered to Landlord and be mutagenic, carcinogenic, radioactive, hazardous or toxic under any existing or future federal, state or local law, statute, court decision, common law, code, ordinance, order, rule or regulation relating to hazardous or toxic substances, materials or wastes or the protection of the environment or human health, including without limitation any substance the presence of which is on, in, under or in the vicinity of the Premises (A) requires reporting, investigation or remediation, (B) causes or threatens to cause a nuisance on or to the Premises, or to any mortgagee or lessor of Landlord at least ten days prior to any cancellation, modificationother property in the vicinity thereof, or lapse thereof. Tenant shall furnish Landlord with memorandum copies of such insurance policies prior poses or threatens to pose a hazard to the commencement health or safety of persons on or in the vicinity of the lease termPremises; or (C) which, if released, emanated or migrated from the Premises, could constitute a trespass.

Indemnity and Insurance. Tenant In consideration of Landlord’s consent to the Sublease, Subtenant agrees that Landlord shall indemnify Landlord for, defend Landlord againstnot be liable to Subtenant, and save Subtenant hereby waives all claims against Landlord, for any loss, injury or other damage to person or property in or about the Sublease Premises or the Building from any cause whatsoever, including without limitation, water leakage of any character from the roof, walls, basement or other portion of the Sublease Premises or the Building, or gas, fire, explosion, electricity, or any malfunction within the Sublease Premises or the Building, or acts of other tenants of the Building. Subtenant shall hold Landlord harmless from and indemnify Landlord against any claims, liability, lossdamages, costcosts or expenses, injuryincluding reasonable attorneys’ fees and costs incurred in defending against the same, to the extent arising from (i) Subtenant’s occupancy of the Sublease Premises, (ii) the acts or omissions of Subtenant, Subtenant’s employees, agents, contractors, licensees, subtenants, customers, guests or invitees in or about the Building, and/or (iii) any accident, injury or damage, howsoever and by whomsoever caused, to any person or other property, occurring in or about the Sublease Premises. In case any action or proceeding be brought against Landlord by reason of any such claim or liability, Subtenant, upon notice from Landlord, covenants to resist and defend at Subtenant’s sole expense that may occur such action or be claimed proceeding by or counsel reasonably satisfactory to Landlord. The provisions of this Section 3 shall survive the termination of the Sublease with respect to any person injury, illness, death or property damage occurring prior to such termination. Subtenant shall cause Landlord and any other parties designated by Landlord to be named as additional insureds on or about the Premises resulting form the use, misuse, occupancy, possession, or unoccupancy policy of commercial general liability insurance which Subtenant is required to carry pursuant to Section 11.1(a) of the Premises by Tenant, its agents, employees, licensees, invitees or guests. Except where any loss, cost, injury or damage is the result of Landlord's sole fault or negligence, Landlord shall not have any liability for any loss, cost, injury or damage to the Premises, to Tenant or Tenant's employees, agents, licensees, invitees or guests or to any property of such persons. Except as set forth in the Lease (which Section 8, Landlord shall not be responsible or liable for loss or damage to the contents of any improvements on the Premises, regardless of who owns the contents and regardless of how or by whom the loss or damage is caused. At its sole cost and expense, Tenant shall obtain and thereafter maintain in full force and effect, at all times during the lease term and any extension thereof, the following insurance with respect to the Premises: (a11.1(a) comprehensive public liability insurance having limits of not less than $500,000 for bodily injury or death to one person, $500,00 for bodily injuries or death arising out of one occurrence, and $200,000 for property damage; (b) fire and extended coverage insurance in an amount equal to at least 85 percent of the current replacement value of the Premises, which replacement value shall be redetermined by Landlord at the beginning of each year of the lease term and any extension thereof. Landlord shall, upon each such redetermination, give written notice to Tenant of such redetermined replacement value. If Tenant fails to object to such redetermined replacement value within 21 days after its receipt of written notice thereof, such value shall be deemed acceptable incorporated into the Sublease notwithstanding anything to Tenant. If Tenant does object to the contrary contained in the Sublease), and Subtenant shall provide Landlord with such redetermined replacement value, the replacement value policy or a certificate thereof upon commencement of the Premises shall then be determined by an appraisal by a firm or person selected by Landlord and approved by Tenant. Such firm or person's determination term of the replacement value of the Premises Sublease and shall be conclusive and binding upon provide Landlord and Tenant. The cost of any such appraisal shall be borne equally by Landlord and Tenant. If the replacement value of the Premises determined by such an appraisal is higher than the then existing limits of fire and extended insurance coverage, Tenant shall, at its sole cost and expense, promptly cause such insurance limits to be increased to the new replacement value of the Premises. The fire and extended coverage insurance policy shall specifically provide that Landlord and any mortgagee or lessor of Landlord are additional insureds and that all payments shall be made as their interests appear. Each insurance policy furnished under this Section 8 shall be issued by with a responsible insurance company acceptable to Landlord which company shall be authorized to do business in Ohio, and such insurance coverage may be written under a blanket renewal policy or policies obtained by Tenant, which policy or policies may include other real estate owned or leased by Tenant. Landlord, Tenant and any mortgagee or lessor of Landlord shall all be named as insured parties in each such insurance policy, and each policy shall provide for written notice to Landlord and to any mortgagee or lessor of Landlord certificate at least ten thirty (30) days prior to any cancellation, modification, or lapse thereof. Tenant shall furnish Landlord with memorandum copies the expiration dates of such insurance policies prior to the commencement of the lease termexpiring policies.

Indemnity and Insurance. Tenant Lessor shall indemnify Landlord forhave no responsibility or liability to Lessee, defend Landlord against, and save Landlord harmless from any liability, loss, cost, injury, damageits successors or assigns, or to any other expense that may occur or be claimed by or person, with respect to any person or property on or about the Premises resulting form the useall liabilities, misuseand Lessee hereby assumes liability for, occupancyand hereby agrees, possessionat its own cost and expense, or unoccupancy of the Premises by Tenantto indemnify, protect, defend, save and keep harmless Lessor, its agents, employees, licenseesofficers, invitees directors, successors and assigns, from and against, any and all liabilities, obligations, losses, damages, injuries, claims (including without limitation, claims based upon strict liability); demands, penalties, actions, costs and expenses, including legal expenses, of every kind or guests. Except where any lossnature arising out of the use, costcondition (including but not limited to, injury latent and other defects, whether or damage is the result of Landlord's sole fault not discoverable by Lessee or negligenceLessor), Landlord shall not have any liability for any lossoperation, costownership, injury selection, delivery, leasing or damage to the Premises, to Tenant or Tenant's employees, agents, licensees, invitees or guests or to any property of such persons. Except as set forth in the Section 8, Landlord shall not be responsible or liable for loss or damage to the contents return of any improvements on the Premisesitem of Leased Property (including without limitation, any claim for patent, trademark or copyright infringement), regardless of who owns the contents where, how and regardless of how or by whom operated, or any failure on the part of Lessee to perform or comply with any conditions of this Lease or for any interruption of service, loss of business or damage is causedconsequent damages. At The indemnities and assumptions of liabilities and obligations herein provided for shall continue in full force and effect notwithstanding the expiration or other termination of this Lease. Lessee, at its sole cost expense shall procure and expense, Tenant shall obtain and thereafter maintain in full force and effect, effect at all times during the lease term that this Lease is in force and any extension thereof, the following insurance with respect to the Premises: (a) comprehensive effect such public liability insurance having limits of not less than $500,000 for bodily injury or death to one person(including, $500,00 for bodily injuries or death arising out of one occurrencewithout limitation, contractual liability insurance), property damage liability, fire with extended coverage, theft, and $200,000 for property damage; (b) fire and extended coverage other insurance in an amount equal to at least 85 percent of the current replacement value of the Premises, which replacement value such form and amounts and with such companies as shall be redetermined by Landlord at the beginning of each year of the lease term satisfactory to Lessor. Lessor shall be named as an additional insured and any extension thereof. Landlord shall, upon each such redetermination, give loss payee on all policies which shall provide that no cancellation thereof shall be effective without thirty (30) days prior written notice to Tenant Lessor and shall not be invalidated as to Lessor by any act, omission or neglect of such redetermined replacement valueLessee. If Tenant fails to object to such redetermined replacement value within 21 days after its receipt of written notice thereofTHIS LEASE CAN ONLY BE MODIFIED BY WRITTEN ADDENDUM DULY SIGNED BY PERSONS AUTHORIZED TO SIGN AGREEMENTS ON BEHALF OF LESSEE AND BY A DULY AUTHORIZED OFFICER OF AMPLICON, such value shall be deemed acceptable to TenantINC. If Tenant does object to such redetermined replacement valueLESSEE ________________________ LESSOR ________________________ AUTHORIZED SIGNATURE AUTHORIZED SIGNATURE THIS LEASE IS SUBJECT TO APPROVAL AND ACCEPTANCE BY AMPLICON, the replacement value of the Premises shall then be determined by an appraisal by a firm or person selected by Landlord and approved by TenantINC.'S FINANCE COMMITTEE. Such firm or person's determination of the replacement value of the Premises shall be conclusive and binding upon Landlord and TenantBY EXECUTION HEREOF, THE SIGNER HEREBY CERTIFIES THAT HE HAS READ THIS LEASE, INCLUDING THE REVERSE SIDE HEREOF, AND THAT HE IS DULY AUTHORIZED TO EXECUTE THIS LEASE ON BEHALF OF LESSEE. The cost of any such appraisal shall be borne equally by Landlord and TenantUNTIL THIS DOCUMENT (OR AN IDENTICAL COUNTERPART THEREOF) HAS BEEN SIGNED BY A DULY AUTHORIZED OFFICER OF AMPLICON, INC. If the replacement value of the Premises determined by such an appraisal is higher than the then existing limits of fire and extended insurance coverageIT SHALL CONSTITUTE AN OFFER BY LESSEE TO ENTER INTO THIS LEASE AGREEMENT ON THE TERMS STATED HEREIN WITH LESSOR. OFFER ACCEPTANCE LESSEE International Environmental AMPLICON, Tenant shall, at its sole cost and expense, promptly cause such insurance limits to be increased to the new replacement value of the PremisesINC. The fire and extended coverage insurance policy shall specifically provide that Landlord and any mortgagee or lessor of Landlord are additional insureds and that all payments shall be made as their interests appear. Each insurance policy furnished under this Section 8 shall be issued by a responsible insurance company acceptable to Landlord which company shall be authorized to do business in Ohio, and such insurance coverage may be written under a blanket policy or policies obtained by Tenant, which policy or policies may include other real estate owned or leased by Tenant. Landlord, Tenant and any mortgagee or lessor of Landlord shall all be named as insured parties in each such insurance policy, and each policy shall provide for written notice to Landlord and to any mortgagee or lessor of Landlord at least ten days prior to any cancellation, modification, or lapse thereof. Tenant shall furnish Landlord with memorandum copies of such insurance policies prior to the commencement of the lease term.------------------------------ Corporation ------------------------------ By/Title Vice President By ____________________ ------------------------------ Name Xxxx Xxxxxx Date __________________ ---------------------------------- Date 4-3-96 ----------------------------------

Indemnity and Insurance. A. Tenant shall indemnify Landlord for, defend ----------------------- Landlord against, and save Landlord harmless from any liability, loss, cost, injury, damage, or other expense that may occur or be claimed by or with respect to any person or property on or about the Premises leased premises resulting form from the use, misuse, occupancy, possession, or unoccupancy of the Premises leased premises by Tenant, its agents, employees, licensees, invitees or guests, or from the condition of same. Except where Tenant shall, at its own cost and expense, defend against any lossand all such accidents, cost, injury or damage is the result of Landlord's sole fault or negligenceclaims and demands and shall indemnify Landlord for all costs and expenses it may incur in connection therewith, Landlord shall not have any liability for any loss, cost, injury or damage to the Premisesleased premises, to Tenant or Tenant's employees, agents, licensees, invitees invitees, or guests or to any property of such persons. Except as set forth in the Section 8, persons and Landlord shall not be responsible or liable for loss or damage to the contents of any improvements on the Premisesleased premises, regardless of who owns the contents and regardless of how or by whom the loss or damage is caused. At its sole cost and expense, unless same was due to the gross negligence of Landlord. B. Tenant shall obtain and thereafter agrees to maintain in full force and effecteffect at its sole cost and expense throughout the term of this lease (and any renewals), policies of fire insurance, including broad forms perils coverage, on the leased premises. Such insurance shall name Landlord and any mortgagee as loss payees and shall at all times during be in an amount equal to the lease term and any extension thereofreplacement value of the leased premises, which value may be redetermined by Landlord from time to time but no more often than every three (3) years. It shall be the responsibility of Landlord to give Tenant written notice of such redetermined value, the following insurance with respect obligations of Tenant hereunder being limited to the Premises: amount stated in the written notice last received by Tenant. A certificate of the insurance (aor copy of the policy if requested by Landlord or its mortgagee) comprehensive public liability required under this section shall be delivered to Landlord at least fifteen (15) days prior to the time such insurance having limits of not less than $500,000 for bodily injury or death is required to one person, $500,00 for bodily injuries or death arising out of one occurrencebe carried by Tenant, and $200,000 for property damage; thereafter at least fifteen (b15) days prior to the expiration of any such policies. Such insurance shall be written by a company or companies rated A or A+ by Best's Insurance Guide, with a ten (10) or better financial rating, authorized to engage in the business of fire and extended coverage insurance in an amount equal the State of New York and reasonably acceptable to at least 85 percent Landlord and any mortgagee. Such policies of insurance obtained pursuant to the provisions hereof shall contain a provision that no act or omission of Tenant shall affect or limit the obligation of the current replacement value insurance company to pay to Landlord or its mortgagee the amount of any loss sustained and shall bear an endorsement stating that the Premisesinsuer agrees to notify Landlord in writing by certified mail not less than twenty (20) days in advance of any modification, which replacement value cancellation, or termination thereof. The insurance required hereunder may, at the option of Tenant, be effected by blanket and/or umbrella policy or policies issued to Tenant covering the building and other properties owned or leased by Tenant and/or its affiliated entities, and, in the event that the insurance required by this lease shall be redetermined effected by any such blanket or umbrella policy or policies, Tenant shall furnish to Landlord a certificate or certificates of such policy or policies with a statement of value thereto attached showing the amount of insurance afforded by such policy or policies directly applicable to the building leased by Landlord at the beginning of each year of the lease term and any extension thereof. Landlord shall, upon each such redetermination, give written notice to Tenant of such redetermined replacement valueunder this lease. If Tenant fails to object to comply with the requirements of this subsection, Landlord may (but shall not be obligated to) obtain such redetermined replacement value within 21 days after its receipt of written notice insurance and keep the same in effect and Tenant shall pay Landlord the premium cost thereof, such value shall be deemed acceptable to Tenantas additional rent, upon demand with interest at ten percent (10%) per annum until paid. If Tenant does object to such redetermined replacement value, The parties agree that the replacement value as of the Premises shall then be determined by an appraisal by a firm or person selected by Landlord and approved by Tenant. Such firm or person's determination April 1, 1994 for purposes of the replacement value of the Premises this section shall be conclusive and binding upon Landlord and equal to $1,800,000. C. Tenant. The cost of any such appraisal shall be borne equally by Landlord and Tenant. If the replacement value of the Premises determined by such an appraisal is higher than the then existing limits of fire and extended insurance coverage, Tenant shall, at its sole own cost and expense, promptly cause such shall procure and maintain in full force and effect general liability insurance limits against any and all claims for personal and bodily injury to persons or damage to property occurring in, on or about the leased premises during the term of this lease and any renewals thereof, if exercised. Such insurance shall be increased to written on the new replacement value of the Premises. The fire occurrence basis and extended coverage insurance policy shall specifically provide that name Landlord and any mortgagee or lessor of Landlord are as additional insureds and that shall at all payments times be in an amount not less than One Million Dollars ($1,000,000) in respect to personal or bodily injury to or death of one (1) person as a result of any one (1) occurrence, Three Million Dollars ($3,000,000) in respect to personal or bodily injuries to or death of more than one (1) person as a result of any one (1) occurrence, and Five Hundred Thousand Dollars ($500,000) for property damage as a result any one (1) occurrence. Such insurance shall be made as their interests appear. Each insurance policy furnished under this Section 8 shall be issued written by a responsible company or companies rated A or A+ by Best's Insurance Guide with a ten (10) or better financial rating, authorized to engage in the business of general liability insurance company in the State of New York and reasonably acceptable to Landlord which company and any mortgagee. A certificate of all such policies (or a copy of the policies themselves, if requested by Landlord or its mortgagee) procured by Tenant in compliance herewith shall be authorized delivered to do business in Ohio, and such insurance coverage may be written under a blanket policy or policies obtained by Tenant, which policy or policies may include other real estate owned or leased by Tenant. Landlord, Tenant and any mortgagee or lessor of Landlord shall all be named as insured parties in each such insurance policy, and each policy shall provide for written notice to Landlord and to any mortgagee or lessor of Landlord at least ten fifteen (15) days prior to any cancellation, modification, or lapse thereof. Tenant shall furnish Landlord with memorandum copies of the time such insurance policies is required to be carried by Tenant and thereafter at least fifteen (15) days prior to the commencement expiration of any such policy. Such policy shall bear an endorsement stating that the lease terminsurer agrees to notify Landlord by certified mail not less than twenty (20) days in advance of any modification, cancellation, or termination thereof. If Tenant fails to comply with the requirements of this subsection, Landlord may (but shall not be obligated to) obtain such insurance and keep the same in effect and Tenant shall pay Landlord the premium cost thereof, as additional rent, upon demand with interest at ten (10%) per annum until paid. D. Tenant shall carry workers' compensation and employer's liability insurance in amounts of not less than that required by applicable law.

Indemnity and Insurance. Tenant Lessor shall indemnify Landlord forhave no responsibility or liability to Lessee, defend Landlord against, and save Landlord harmless from any liability, loss, cost, injury, damageits successors or assigns, or to any other expense that may occur or be claimed by or person, with respect to any person or property on or about the Premises resulting form the useall liabilities, misuseand Lessee hereby assumes liability for, occupancyand hereby agrees, possessionat its own cost and expense, or unoccupancy of the Premises by Tenantto indemnify, protect, defend, save and keep harmless Lessor, its agents, employees, licenseesofficers, invitees directors, successors and assigns, from and against, any and all liabilities, obligations, losses, damages, injuries, claims (including without limitation, claims based upon strict liability); demands, penalties, actions, costs and expenses, including legal expenses, of every kind or guests. Except where any lossnature arising out of the use, costcondition (including but not limited to, injury latent and other defects, whether or damage is the result of Landlord's sole fault not discoverable by Lessee or negligenceLessor), Landlord shall not have any liability for any lossoperation, costownership, injury selection, delivery, leasing or damage to the Premises, to Tenant or Tenant's employees, agents, licensees, invitees or guests or to any property of such persons. Except as set forth in the Section 8, Landlord shall not be responsible or liable for loss or damage to the contents return of any improvements on the Premisesitem of Leased Property (including without limitation, any claim for patent, trademark or copyright infringement), regardless of who owns the contents where, how and regardless of how or by whom operated, or any failure on the part of Lessee to perform or comply with any conditions of this Lease or for any interruption of service, loss of business or damage is causedconsequential damages. At The indemnities and assumptions of liabilities and obligations herein provided for shall continue in full force and effect notwithstanding the expiration or other termination of this Lease. Lessee, at its sole cost and expense, Tenant shall obtain procure and thereafter maintain in full force and effect, effect at all times during the lease term that this Lease is in force and any extension thereof, the following insurance with respect to the Premises: (a) comprehensive effect such public liability insurance having limits of not less than $500,000 for bodily injury or death to one person(including, $500,00 for bodily injuries or death arising out of one occurrencewithout limitation, contractual liability insurance), property damage liability, fire with extended coverage, theft, and $200,000 for property damage; (b) fire and extended coverage other insurance in an amount equal to at least 85 percent of the current replacement value of the Premises, which replacement value such form and amounts and with such companies as shall be redetermined by Landlord at the beginning of each year of the lease term satisfactory to Lessor. Lessor shall be named as an additional insured and any extension thereof. Landlord shall, upon each such redetermination, give loss payee on all policies which shall provide that no cancellation thereof shall be effective without thirty (30) days prior written notice to Tenant Lessor and shall not be invalidated as to Lessor by any act, omission, or neglect of such redetermined replacement valueLessee. If Tenant fails to object to such redetermined replacement value within 21 days after its receipt of written notice thereofTHIS LEASE CAN ONLY BE MODIFIED BY WRITTEN ADDENDUM DULY SIGNED BY PERSONS AUTHORIZED TO SIGN AGREEMENTS ON BEHALF OF LESSEE AND BY A DULY AUTHORIZED OFFICER OF AMPLICON, such value shall be deemed acceptable to TenantINC. If Tenant does object to such redetermined replacement valueLESSEE /S/ Xxxxx Xxxxxxxxxx, Xx. LESSOR ------------------------- -------------------------- Authorized Signature Authorized Signature By execution hereof, the replacement value signer hereby certifies that he has read this Lease, INCLUDING THE REVERSE SIDE HEREOF, and that he is duly authorized to execute this Lease on behalf of the Premises shall then be determined by Lessee. Until this document (or an appraisal identical couterpart thereof) has been signed by a firm or person selected duly authorized officer of Amplicon, Inc. it shall constitute an offer by Landlord and approved by TenantLessee to enter into this Lease Agreement on the terms stated herein with Lessor. Such firm or person's determination of the replacement value of the Premises shall be conclusive and binding upon Landlord and TenantOFFER ACCEPTANCE LESSEE WESTERN BEEF, INC. The cost of any such appraisal shall be borne equally by Landlord and TenantAMPLICON, INC. If the replacement value of the Premises determined by such an appraisal is higher than the then existing limits of fire and extended insurance coverageBy/Title /s/ Xxxxx Xxxxxxxxxx, Tenant shallXx. Name Xxxxx Xxxxxxxxxx, at its sole cost and expenseXx., promptly cause such insurance limits to be increased to the new replacement value of the Premises. The fire and extended coverage insurance policy shall specifically provide that Landlord and any mortgagee or lessor of Landlord are additional insureds and that all payments shall be made as their interests appear. Each insurance policy furnished under this Section 8 shall be issued by a responsible insurance company acceptable to Landlord which company shall be authorized to do business in Ohio, and such insurance coverage may be written under a blanket policy or policies obtained by Tenant, which policy or policies may include other real estate owned or leased by Tenant. Landlord, Tenant and any mortgagee or lessor of Landlord shall all be named as insured parties in each such insurance policy, and each policy shall provide for written notice to Landlord and to any mortgagee or lessor of Landlord at least ten days prior to any cancellation, modification, or lapse thereof. Tenant shall furnish Landlord with memorandum copies of such insurance policies prior to the commencement of the lease term.President Date _____________________________ By:_____________________Date_______

Indemnity and Insurance. Tenant shall indemnify Landlord forThe Hirer agrees to maintain a suitable policy of insurance with a reputable insurance company in the sum of £10,000, defend Landlord against000 (ten million pounds) or in the sum of £5,000,000 (five million pounds) if the Hirer provides to the Council a risk assessment which demonstrates to the Council’s satisfaction and at the Council’s entire discretion that this level of cover is satisfactory, and save Landlord harmless on confirmation in writing from any liability, loss, cost, injury, damage, or other expense that may occur or be claimed by or with respect to any person or property on or about the Premises resulting form Council. The policy of insurance shall fully indemnify the use, misuse, occupancy, possession, or unoccupancy of Trust for the Premises by Tenant, its agents, employees, licensees, invitees or guests. Except where any loss, cost, injury or damage is the result of Landlord's sole fault or negligence, Landlord shall not have any liability for any loss, cost, injury or damage to the Premises, to Tenant or Tenant's employees, agents, licensees, invitees or guests or to any property of such persons. Except as set forth in the Section 8, Landlord shall not be responsible or liable for following:- All loss or damage to Colonnade House or to the contents Trust’s or Council’s equipment including theft or vandalism arising from any act or omission of the Hirer its agents, assistants, servants or visitors to the Exhibition or Event, throughout the period of this agreement. The personal injury of any improvements on Council employee, or any third party visiting the PremisesExhibition or Event, regardless arising directly or indirectly from any act or omission of who owns the contents and regardless of how Hirer its agents, assistants, servants or by whom the loss or damage is caused. At its sole cost and expense, Tenant shall obtain and thereafter maintain in full force and effect, at all times during the lease term and any extension thereof, the following insurance with respect visitors to the Premises: (a) comprehensive Exhibition or Event, throughout the period of this agreement. The Hirer must not do, or cause anything to be done, any act that would invalidate the usual insurance policy of Worthing Borough Council in respect of Colonnade House or any other insurance policy of the Trust or Worthing Borough Council now or in the future in force. The Trust warrants that it has suitable policies of insurance in place for the insured risks, in respect of all property within the Trust’s and The Borough Council of Worthing’s usual possession and control but not to cover the property that is the subject matter of the Exhibition. The Trust warrants that it has suitable public liability insurance having limits of not less than $500,000 in place for bodily injury or death all visitors to one person, $500,00 for bodily injuries or death arising out of one occurrence, and $200,000 for property damage; (b) fire and extended coverage insurance in an amount equal to at least 85 percent of the current replacement value of the Premises, which replacement value Gallery. The Hirer shall be redetermined by Landlord at responsible for obtaining insurance for the beginning protection of each year of the lease term his own personal property and any extension thereof. Landlord shallitem brought onto Colonnade House as a result of this agreement whether by the Hirer, upon each such redeterminationits employees, give written notice to Tenant of such redetermined replacement value. If Tenant fails to object to such redetermined replacement value within 21 days after its receipt of written notice thereofservants or agents, against all the insured risks, such value cover must be for a minimum level of insurance as assessed by the Hirer as appropriate The Hirer shall be deemed acceptable to Tenant. If Tenant does object to such redetermined replacement valuefully indemnify the Trust for all claims, costs and fees paid which arise from any breach of these provisions by the replacement value of the Premises shall then be determined by an appraisal by a firm or person selected by Landlord and approved by Tenant. Such firm or person's determination of the replacement value of the Premises shall be conclusive and binding upon Landlord and Tenant. The cost of any such appraisal shall be borne equally by Landlord and Tenant. If the replacement value of the Premises determined by such an appraisal is higher than the then existing limits of fire and extended insurance coverage, Tenant shall, at its sole cost and expense, promptly cause such insurance limits to be increased to the new replacement value of the Premises. The fire and extended coverage insurance policy shall specifically provide that Landlord and any mortgagee or lessor of Landlord are additional insureds and that all payments shall be made as their interests appear. Each insurance policy furnished under this Section 8 shall be issued by a responsible insurance company acceptable to Landlord which company shall be authorized to do business in Ohio, and such insurance coverage may be written under a blanket policy or policies obtained by Tenant, which policy or policies may include other real estate owned or leased by Tenant. Landlord, Tenant and any mortgagee or lessor of Landlord shall all be named as insured parties in each such insurance policy, and each policy shall provide for written notice to Landlord and to any mortgagee or lessor of Landlord at least ten days prior to any cancellation, modification, or lapse thereof. Tenant shall furnish Landlord with memorandum copies of such insurance policies prior to the commencement of the lease termHirer.

Indemnity and Insurance. (A) During the term of this Lease and at any other time while Tenant or any person claiming under Tenant shall indemnify Landlord forbe upon the Entire Parcel. Tenant shall to the extent permitted by law, defend Landlord against, and save Landlord harmless from from, and defend and indemnify Landlord against any liability, loss, cost, and all injury, loss or damage, and any and all claims for injury, loss or other expense that may occur or be claimed damage, of whatever nature (i) caused by or with respect resulting from, or claimed to have been caused by or to have resulted from, any act, omission of negligence of Tenant or any person or property on claiming under Tenant (including without limitation, subtenants of Tenant and employees and contractors of Tenant and its subtenants) no matter where occurring, and (ii) occurring in, upon or about the Demised Premises resulting form or in connection with the use, misuseoccupancy or control thereof, occupancyno matter how caused. This indemnity and hold harmless agreement shall include indemnity against all costs, possessionexpenses and liabilities incurred in connection with any such injury, or unoccupancy of the Premises by Tenant, its agents, employees, licensees, invitees or guests. Except where any loss, cost, injury or damage is the result of Landlord's sole fault or negligence, Landlord shall not have any liability for any loss, cost, injury or damage to the Premises, to Tenant or Tenant's employees, agents, licensees, invitees or guests or to any property of such persons. Except as set forth in the Section 8, Landlord shall not be responsible or liable for loss or damage or any such claim, or any proceeding brought thereon or the defense thereof. If Tenant or any person claiming under Tenant or the whole or any part of the property of the Tenant or any person claiming under Tenant shall be injured, lost or damaged by theft, fire, water, steam or in any other way or manner, whether similar or dissimilar to the contents foregoing, then, to the extent permitted by law, no part of any improvements on the Premisessaid injury, regardless of who owns the contents and regardless of how or by whom the loss or damage is causedshall be borne by Landlord, its employees or its agents. At its sole cost Landlord shall, to the extent permitted by law, shall save the Tenant harmless from and expense, defend and indemnify the Tenant against injury or loss as a result of the Landlord's negligent and willful misconduct. (B) Tenant shall obtain and thereafter maintain in full force and effectcommercial general liability insurance, at all times during the lease term and any extension thereof, the following insurance with respect to the Premises: (a) comprehensive public liability Demised Premises and its appurtenances, issued by an insurance having limits company approved by Landlord, naming Landlord and Tenant and any designees of Landlord as insureds, in amounts of not less than One Million Dollars ($500,000 for bodily injury 1,000,000.00) with respect to injuries to any one person and not less than Three Million Dollars ($3,000,000.00) with respect to injuries suffered in any one accident and not less than One Hundred Thousand Dollars ($100,000.00) with respect to property, or death to one person, $500,00 for bodily injuries or death arising out of one occurrence, and $200,000 for property damage; (b) fire and extended coverage insurance in an amount equal to at least 85 percent of the current replacement value of the Premises, which replacement value such greater amounts shall be redetermined by Landlord at required the beginning of each year of the lease term and any extension thereof. Landlord shall, upon each such redetermination, give written notice to Tenant of such redetermined replacement value. If Tenant fails to object to such redetermined replacement value within 21 days after its receipt of written notice thereof, such value shall be deemed acceptable to Tenant. If Tenant does object to such redetermined replacement value, the replacement value of the Premises shall then be determined by an appraisal by a firm or person selected by Landlord and approved by Tenant. Such firm or person's determination of the replacement value of the Premises shall be conclusive and binding upon Landlord and Tenant. The cost holder of any such appraisal shall be borne equally by Landlord and Tenant. If mortgage upon the replacement value Demised Premises or premises of which the Demised Premises determined by such an appraisal is higher than the then existing limits of fire and extended insurance coverage, Tenant shall, at its sole cost and expense, promptly cause such insurance limits to be increased to the new replacement value of the Premises. The fire and extended coverage insurance policy shall specifically provide that Landlord and any mortgagee or lessor of Landlord are additional insureds and that all payments shall be made as their interests appear. Each insurance policy furnished under this Section 8 shall be issued by a responsible insurance company acceptable to Landlord which company shall be authorized to do business in Ohio, and such insurance coverage may be written under a blanket policy or policies obtained by Tenant, which policy or policies may include other real estate owned or leased by Tenant. Landlord, Tenant and any mortgagee or lessor of Landlord shall all be named as insured parties in each such insurance policy, and each policy shall provide for written notice to Landlord and to any mortgagee or lessor of Landlord at least ten days prior to any cancellation, modification, or lapse thereofpart. Tenant shall furnish deliver to Landlord with memorandum copies the policies of such insurance policies insurance, or certificates thereof, at least fifteen (15) days prior to the commencement of the lease termterm of this Lease and each renewal policy or certificate thereof in form acceptable to Landlord, at least fifteen (15) days prior to the expiration of the policy it renews. All such insurance policies shall provide that such policies shall not be canceled or changed without at least fifteen (15) days notice to Landlord.

Indemnity and Insurance. Tenant shall (1) Lessee agrees to save Lessor harmless from, and indemnify Landlord for, defend Landlord Lessor against, and save Landlord harmless from covenants not to xxx Xxxxxx for, to the extent permitted by law, any liability, loss, cost, and all injury, loss or damage and any and all claims of injury, loss or damage, or other expense that may occur or be claimed of whatever nature (a) caused by or with respect resulting from, or claimed to have been caused by or to have resulted from , any person act, omission or property on negligence of Lessor, by Lessee or anyone claiming under Lessee (including, bit without limitation subtenants and concessionaires of Lessee and, employees and contractors of Lessee or its subtenants or concessionaires), no matter where occurring and (b) occurring upon or about the Premises resulting form the useDemised Premises, misuseincluding but not limited to common areas, occupancyparking lots, possessionlandscaped areas, or unoccupancy no matter how caused, all of the Premises by Tenantforegoing REGARDLESS OF ANY NEGLIGENCE OF LESSOR'S PART. This covenant, its agentsindemnity and hold harmless agreement shall include indemnity against all costs, employeesexpenses and liabilities incurred in connection with any such injury, licensees, invitees or guests. Except where any loss, cost, injury or damage is the result of Landlord's sole fault or negligence, Landlord shall not have any liability for any loss, cost, injury or damage to the Premises, to Tenant or Tenant's employees, agents, licensees, invitees or guests or to any property of such persons. Except as set forth in the Section 8, Landlord shall not be responsible or liable for loss or damage or any such claim, or any proceeding brought thereon or the defense thereof. If Lessee or anyone claiming under Lessee, or the whole or any part of the property of Lessee or anyone claiming under Lessee shall be injured, lost or damaged by theft, fire, water or steam or in steam or in any other way or manner whether similar or dissimilar to the contents foregoing, no part of any improvements on the Premisessaid injury, regardless of who owns the contents and regardless of how or by whom the loss or damage is causedto be borne by lessor. At its sole cost Lessee covenants not to xxx Xxxxxx for, and expenseagrees that Lessor shall not be liable to Lessee or anyone claiming under Lessee for any injury, Tenant shall obtain and thereafter loss or damage that may be caused by or result from the fault or negligence of any persons occupying adjoining premises or any other part of the Entire Premises, or as the result of criminal acts by third parties, regardless of forseability. (2) Lessee will maintain in full force and effectgeneral comprehensive public liability insurance, at all times during the lease term and any extension thereof, the following insurance with respect to the Premises: (a) comprehensive public liability insurance having limits of Demised Premises and its appurtenances, naming Lessor and Lessee as insured, in the amounts not less than One Million ($500,000 for bodily injury or death 1,000,000.00) Dollars with respect to injuries to any one personperson wand not less than One Million ($1,000,000.00) Dollars with respect to injuries suffered in any one accident, and not less than One Million ($500,00 for bodily injuries or death arising out 1,000,000.00) Dollars with respect to property, said policy to apply as the primary source of one recovery in the event of any occurrence, loss, or damage. Additionally, Lessee shall obtain rent loss insurance and $200,000 for property damage; Lessee will keep all plate glass insured naming Lessor and Lessee as insured as their interest may appear. Lessor may, from time to time, increase the amount of such Public Liability Insurance coverage by giving ninety (b90) fire and extended coverage insurance in an amount equal to at least 85 percent of the current replacement value of the Premises, which replacement value shall be redetermined by Landlord at the beginning of each year of the lease term and any extension thereof. Landlord shall, upon each such redetermination, give days prior written notice thereof to Tenant of such redetermined replacement value. If Tenant fails to object to such redetermined replacement value within 21 days after its receipt of written notice thereofLessee, such value in which event, all subsequent policies acquired by Lessee shall be deemed acceptable to Tenant. If Tenant does object to such redetermined replacement value, the replacement value of the Premises shall then be determined by an appraisal by a firm or person selected by Landlord and approved by Tenant. Such firm or person's determination of the replacement value of the Premises shall be conclusive and binding upon Landlord and Tenant. The cost of any such appraisal shall be borne equally by Landlord and Tenant. If the replacement value of the Premises determined by such an appraisal is higher than the then existing limits of fire and extended insurance coverage, Tenant shall, at its sole cost and expense, promptly cause such insurance limits to be increased conform to the new replacement value insurance requirements. Lessee shall deliver to Lessor the policies of the Premises. The fire and extended coverage insurance policy shall specifically provide that Landlord and any mortgagee such insurance, or lessor of Landlord are additional insureds and that all payments shall be made as their interests appear. Each insurance policy furnished under this Section 8 shall be issued by a responsible insurance company acceptable to Landlord which company shall be authorized to do business in Ohiocertificates thereof, and such insurance coverage may be written under a blanket policy or policies obtained by Tenant, which policy or policies may include other real estate owned or leased by Tenant. Landlord, Tenant and any mortgagee or lessor of Landlord shall all be named as insured parties in each such insurance policy, and each policy shall provide for written notice to Landlord and to any mortgagee or lessor of Landlord at least ten fifteen days prior to any cancellation, modification, or lapse thereof. Tenant shall furnish Landlord with memorandum copies of such insurance policies prior to the commencement of the lease termterm of this lease, and each renewal policy or certificate thereof, at least fifteen (15) days prior to the expiration of the policy it renews. In the event Lessee does not deliver the policies and certificates of insurance to Lessor as aforesaid, Lessor shall have the right to purchase said insurance on behalf of Lessee, and upon submission to Lessee of a xxxx for the amount paid by Lessor, Lessee shall remit within five (5) days of receipt of said statement the amount owed, together with interest thereon at a rate equal to the highest rate allowed by law to be charged by Lessor per annum.

Indemnity and Insurance. (A) During the term of this Lease, and at any other time while Tenant or any person claiming under Tenant shall indemnify Landlord forbe upon the Entire Parcel, defend Landlord against, and Tenant shall save Landlord harmless from from, and defend and indemnify Landlord against any liability, loss, cost, and all injury, loss or damage, and any and all claims for injury, loss or other expense that may occur or be claimed damage, of whatever nature (i) caused by or with respect resulting from, or claimed to have been caused by or to have resulted from, any negligent act or omission of Tenant or any person or property on claiming under Tenant (including without limitation, subtenants of Tenant and employees and contractors of Tenant and its subtenants) no matter where occurring, and (ii) occurring in, upon or about the Demised Premises resulting form or in connection with the use, misuseoccupancy or control thereof, occupancyno matter how caused. This indemnity and hold harmless agreement shall include indemnity against all costs, possessionexpenses and liabilities incurred in connection with any and such injury, or unoccupancy of the Premises by Tenant, its agents, employees, licensees, invitees or guests. Except where any loss, cost, injury or damage is the result of Landlord's sole fault or negligence, Landlord shall not have any liability for any loss, cost, injury or damage to the Premises, to Tenant or Tenant's employees, agents, licensees, invitees or guests or to any property of such persons. Except as set forth in the Section 8, Landlord shall not be responsible or liable for loss or damage or any such claim, or any proceeding brought thereon or the defense thereof. If Tenant or any person claiming under Tenant or the whole or any part of the property of the Tenant or any person claiming under Tenant shall be injured, lost or damaged by theft, fire, water, steam or in an other way or manner, whether similar or dissimilar to the contents foregoing, then, to the extent permitted by law, no part of any improvements on the Premisessaid injury, regardless of who owns the contents and regardless of how or by whom the loss or damage is caused. At shall be borne by Landlord, its sole cost and expense, employees or its agents. (B) Tenant shall obtain and thereafter maintain in full force and effectcommercial general liability insurance, at all times during the lease term and any extension thereof, the following insurance with respect to the Premises: (a) comprehensive public liability Demised Premises and its appurtenances, issued by an insurance having limits company with an AM Best Rating of “A” or better, naming Landlord and Tenant and any designees of Landlord as additional insureds, in amounts of not less than One Million Dollars ($500,000 for 1,000,000.00) with respect to injuries to any one person and not less than Three Million Dollars ($3,000,000.00) with respect to injuries suffered in any one accident and not less than One Hundred Thousand Dollars ($100,000.00) with respect to property, or such greater amounts as shall be required the holder of any mortgage upon the Demised Premises or premises of which the Demised Premises are a part. The Tenant shall maintain a automotive insurance with a combined single limit bodily injury or death to one person, and property damage in of not less than One Million Dollars ($500,00 for bodily injuries or death arising out of one occurrence, and $200,000 for property damage; (b) fire and extended coverage insurance in an amount equal to at least 85 percent of the current replacement value of the Premises, which replacement value shall be redetermined by Landlord at the beginning of each year of the lease term and any extension thereof. Landlord shall, upon each such redetermination, give written notice to Tenant of such redetermined replacement value. If Tenant fails to object to such redetermined replacement value within 21 days after its receipt of written notice thereof, such value shall be deemed acceptable to Tenant. If Tenant does object to such redetermined replacement value, the replacement value of the Premises shall then be determined by an appraisal by a firm or person selected by Landlord and approved by Tenant. Such firm or person's determination of the replacement value of the Premises shall be conclusive and binding upon Landlord and Tenant1,000,000.00). The cost of any such appraisal Tenant shall be borne equally by Landlord and Tenant. If the replacement value of the Premises determined by such an appraisal is higher than the then existing limits of fire and extended insurance coverage, Tenant shall, at its sole cost and expense, promptly cause such insurance limits to be increased also provide to the new replacement value Landlord evidence of Workers’ Compensation Initials: JPF. SPM. 11 Insurance in the Premises. The fire and extended coverage insurance policy shall specifically provide that Landlord and any mortgagee or lessor of Landlord are additional insureds and that all payments shall be made amounts as their interests appear. Each insurance policy furnished under this Section 8 shall be issued then required by a responsible insurance company acceptable to Landlord which company shall be authorized to do business in Ohio, and such insurance coverage may be written under a blanket policy or policies obtained by Tenant, which policy or policies may include other real estate owned or leased by Tenant. Landlord, Tenant and any mortgagee or lessor of Landlord shall all be named as insured parties in each such insurance policy, and each policy shall provide for written notice to Landlord and to any mortgagee or lessor of Landlord at least ten days prior to any cancellation, modification, or lapse thereofstatute. Tenant shall furnish deliver to Landlord with memorandum copies the policies of such insurance policies insurance, or certificates thereof, prior to the commencement of the lease termterm of this Lease and each renewal policy or certificate thereof in form acceptable to Landlord, at least prior to the expiration of the policy it renews. All such insurance policies shall provide that such policies shall not be canceled or changed without at least thirty (30) days’ notice to Landlord except for cancellation due to non-payment of premium which shall be subject to ten (10) days’ notice to Landlord.

Indemnity and Insurance. (a) Tenant shall indemnify Landlord for, defend Landlord against, and save Landlord harmless and indemnified from any liability, loss, costclaim, damage or expense, including reasonable attorneys' fees, arising out of or relating to any and all injury, damageloss, claims or other expense that may occur or be claimed by or with respect damages to any person or property while on or about the Premises resulting form unless caused by the useact, misusenegligence or default of Landlord, occupancyits employees or agents, possessionand from and against all injury, loss, claim or unoccupancy damage to any person or property occasioned by any act, neglect or default of Tenant or Tenant's agents, employees or invitees. (b) Tenant shall maintain, at its expense, throughout the term, (i) insurance against loss or liability in connection with bodily injury or property damage arising out of the use of the Premises by Tenant, Tenant or its agents, employees, licenseesofficers, invitees subtenants, invitees, visitors and guests, under one or guests. Except where any loss, cost, injury or damage is the result more policies of Landlord's sole fault or negligence, Landlord shall not have any liability for any loss, cost, injury or damage to the Premises, to Tenant or Tenant's employees, agents, licensees, invitees or guests or to any property of such persons. Except as set forth in the Section 8, Landlord shall not be responsible or liable for loss or damage to the contents of any improvements on the Premises, regardless of who owns the contents and regardless of how or by whom the loss or damage is caused. At its sole cost and expense, Tenant shall obtain and thereafter maintain in full force and effect, at all times during the lease term and any extension thereof, the following insurance with respect to the Premises: (a) comprehensive general public liability insurance having limits as to each of not less than (A) One Million Dollars ($500,000 1,000,000.00) for bodily injury to or death to of any one personperson during any one occurrence, (B) Three Million Dollars ($500,00 2,000,00.00) for bodily injuries injury to or death arising out of all persons in any one occurrence, and $200,000 for (B) All Risks” property damage; (b) fire and extended coverage insurance in an amount equal not less than one hundred percent (100%) of the full replacement cost of the building and all leasehold improvements made by Tenant and all personal property and trade fixtures of Tenant for their full replacement value. Each policy required to be maintained by Tenant hereunder shall (I) name as the insured thereunder, as their interests may appear, Landlord and Tenant (and, at Landlord’s request, any mortgagee of Landlord, (II) by its terms, be considered primary and noncontributory with respect to any other insurance carried by Landlord or its successors and assigns, (III) by its terms, be cancelable or materially altered only upon at least 85 percent of the current replacement value of the Premises, which replacement value shall be redetermined by Landlord at the beginning of each year of the lease term and any extension thereof. Landlord shall, upon each such redetermination, give fifteen (15) days’ prior written notice to Tenant of such redetermined replacement value. If Tenant fails to object to such redetermined replacement value within 21 days after its receipt of written notice thereofLandlord (and, such value shall be deemed acceptable to Tenant. If Tenant does object to such redetermined replacement valueat Xxxxxxxx’s request, the replacement value of the Premises shall then be determined by an appraisal by a firm or person selected by Landlord and approved by Tenant. Such firm or person's determination of the replacement value of the Premises shall be conclusive and binding upon Landlord and Tenant. The cost of any such appraisal shall be borne equally by Landlord and Tenant. If the replacement value of the Premises determined by such an appraisal is higher than the then existing limits of fire and extended insurance coverage, Tenant shall, at its sole cost and expense, promptly cause such insurance limits to be increased to the new replacement value of the Premises. The fire and extended coverage insurance policy shall specifically provide that Landlord and any mortgagee or lessor of Landlord are additional insureds Landlord, and that all payments shall be made as their interests appear. Each insurance policy furnished under this Section 8 shall (IV) be issued by a responsible an insurer of recognized responsibility licensed to issue such policy in Maine. (c) Tenant shall deposit with Landlord certificates evidencing the insurance company acceptable to Landlord which company shall be authorized to do business in Ohiorequired by this Section within ten (10) days after the Commencement Date hereof, and thereafter within ten (10) days prior to the expiration of such policies. Such policies shall provide that the policies may not be cancelled without at least fifteen (15) days prior written notice to each insured. Such insurance coverage may be written maintained by Tenant under a blanket policy or policies obtained policies, so called. (d) Tenant hereby represents and warrants that its present and future use and any alterations of the Premises shall comply with all environmental laws and regulations, including permits, during its possession; and Tenant will not knowingly permit or cause the release a “Hazardous Substance” (as defined below) in the Premises except as permitted by law. Tenant does hereby agree to indemnify and hold Landlord harmless of, from, and against, all claims, actions, liens, demands, costs, expenses, fines, judgments, losses (including but not limited to loss of revenue and business), damages, causes of actions, suits, investigations, administrative hearings, or other claims resulting from, arising out of, or related to, Tenant's violation of this provision (including reasonable legal fees and costs resulting from all of the above). Landlord and Xxxxxx acknowledge and agree if Tenant violates this provision, which policy Landlord may either require Tenant to cure such violation at Tenant’s expense or policies Landlord may include other real estate owned or leased by Tenant. remedy such violation and upon the completion of Landlord’s cure of such violation, Tenant shall reimburse Landlord in full the reasonable costs associated with such cure. In the event that Xxxxxx is served with any notice regarding the release, or improper use of Hazardous Substances on or about the Premises, Xxxxxx agrees to promptly provide Landlord with written notice thereof. The parties acknowledge and agree that for the purposes of this provision and the Lease the term "Hazardous Substance(s)" shall mean and include any mortgagee substance which is or lessor of Landlord shall all be named contains: (i) any "Hazardous Substance" as insured parties now or hereafter defined in each such insurance policythe Comprehensive Environmental Response, Compensation, and each policy shall provide for written notice Liability Act of 1980, as now or hereafter amended (42 U.S.C. Section 9601 et seq.) ("CERCLA") or any regulations now or hereafter promulgated under CERCLA; (ii) any "Hazardous Waste" as now or hereafter defined in the Resource Conservation and Recovery Act of 1976, as now or hereafter amended (42 U.S.C. Section 6901 et seq.) ("RCRA") or any regulations now or hereafter promulgated under RCRA; (iii) any substance now or hereafter regulated by the Toxic Substances Control Act, as now or hereinafter amended (15 U.S.C. Section 2601 et seq.) ("TSCA"), or any regulations now or hereafter promulgated under TSCA; (iv) gasoline, diesel fuel, oil or other petroleum products or derivatives or fractions thereof; (v) asbestos or asbestos-containing materials in any form, whether friable or non-friable; (vi) polychlorinated biphenyls; (vii) radon gas; or (viii) any other substances, materials or wastes which are now or hereafter regulated or classified or considered to Landlord and be mutagenic, carcinogenic, radioactive, hazardous or toxic under any existing or future federal, state or local law, statute, court decision, common law, code, ordinance, order, rule or regulation relating to hazardous or toxic substances, materials or wastes or the protection of the environment or human health, including without limitation any substance the presence of which is on, in, under or in the vicinity of the Premises (A) requires reporting, investigation or remediation, (B) causes or threatens to cause a nuisance on or to the Premises, or to any mortgagee or lessor of Landlord at least ten days prior to any cancellation, modificationother property in the vicinity thereof, or lapse thereof. Tenant shall furnish Landlord with memorandum copies of such insurance policies prior poses or threatens to pose a hazard to the commencement health or safety of persons on or in the vicinity of the lease termPremises; or (C) which, if released, emanated or migrated from the Premises, could constitute a trespass.

Indemnity and Insurance. Tenant shall indemnify Landlord for, defend Landlord against, 8.01 Lessee hereby waives any and save Landlord harmless from any liability, loss, cost, injury, damage, or other expense that may occur or be claimed by or with respect all claims against Lessor for damage to any property or injury to or death of any person or property on in, upon or about the Premises resulting form Demised Premises, arising at any time and from any cause other than solely by reason of the usenegligence or willful misconduct of Lessor. Lessee further expressly indemnifies and holds Lessor harmless from and against any and all claims, misusedemands, occupancycauses of action, possessionliabilities, costs or expenses, including attorney's fees, occasioned by or in any way connected with the condition, use or misuse of the Demised Premises, or unoccupancy occasioned by any act or omission of the Premises by TenantLessee and Lessee's agents, its agentsservants, employees, licensees, invitees or guests. Except where any loss, cost, injury or damage is other persons who may come upon the result of Landlord's sole fault or negligence, Landlord shall not have any liability for any loss, cost, injury or damage to the Demised Premises, to Tenant or Tenant's employees, agents, licensees, invitees or guests or except for damage to any property or injury to or death of any person caused solely by the negligence or willful misconduct of Lessor. 8.02 Lessee hereby agrees to maintain in full force and effect at all times during the term of this Lease, at Lessee's expense, a policy or policies of comprehensive public liability and property damage insurance with a single combined liability limit of not less than $2,000,000.00, insuring against all liability of Lessee and Lessee's authorized representatives arising out of or in connection with Lessee's use and occupancy of the Demised Premises. All such persons. Except as public liability and property damage insurance shall insure performance by Lessee of the indemnity provisions set forth in paragraph 8.01. Both Lessor and Lessee shall be named as co-insureds under such policies, as their respective interests may appear, and such policies shall specifically provide that no cancellation or change in coverage will be made without ten (10) days prior written notice to Lessor. A copy of each policy or a certificate of insurance shall be furnished to Lessor. 8.03 Lessor and Lessee each hereby waive any and all rights or recovery against the Section 8other, Landlord shall not be responsible or liable for against the agents, employees or representatives of the other, on account of loss or damage to the contents property of any improvements on the Premises, regardless of who owns waiving party to the contents and regardless of how or by whom the extent that such loss or damage is caused. At its sole cost and expense, Tenant shall obtain and thereafter maintain insured against under any insurance policies which either Lessor or Lessee may have in full force and effect, at all times during the lease term and any extension thereof, the following insurance with respect to the Premises: (a) comprehensive public liability insurance having limits of not less than $500,000 for bodily injury or death to one person, $500,00 for bodily injuries or death arising out of one occurrence, and $200,000 for property damage; (b) fire and extended coverage insurance in an amount equal to at least 85 percent of the current replacement value of the Premises, which replacement value shall be redetermined by Landlord at the beginning time of each year of the lease term and any extension thereofsuch loss or damage. Landlord Lessee shall, upon each such redeterminationobtaining the insurance required hereunder, give written notice to Tenant the insurance carrier that the foregoing mutual waiver of such redetermined replacement value. If Tenant fails subrogation is contained in the Lease and Lessee shall cause each insurance policy obtained by Lessee to object to such redetermined replacement value within 21 days after its receipt provide that the insurance company waives all right of written notice thereof, such value shall be deemed acceptable to Tenant. If Tenant does object to such redetermined replacement value, the replacement value recovery by way of the Premises shall then be determined by an appraisal by a firm subrogation against either Lessor or person selected by Landlord and approved by Tenant. Such firm or person's determination of the replacement value of the Premises shall be conclusive and binding upon Landlord and Tenant. The cost of Lessee in connection with any such appraisal shall be borne equally by Landlord and Tenant. If the replacement value of the Premises determined damage covered by such an appraisal is higher than the then existing limits of fire and extended insurance coverage, Tenant shall, at its sole cost and expense, promptly cause such insurance limits to be increased to the new replacement value of the Premises. The fire and extended coverage insurance policy shall specifically provide that Landlord and any mortgagee or lessor of Landlord are additional insureds and that all payments shall be made as their interests appear. Each insurance policy furnished under this Section 8 shall be issued by a responsible insurance company acceptable to Landlord which company shall be authorized to do business in Ohio, and such insurance coverage may be written under a blanket policy or policies obtained by Tenant, which policy or policies may include other real estate owned or leased by Tenant. Landlord, Tenant and any mortgagee or lessor of Landlord shall all be named as insured parties in each such insurance policy, and each policy shall provide for written notice to Landlord and to any mortgagee or lessor of Landlord at least ten days prior to any cancellation, modification, or lapse thereof. Tenant shall furnish Landlord with memorandum copies of such insurance policies prior to the commencement of the lease term.