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<br />deliver to Landlord certificates of insurance for each insurance coverage required hereunder as
<br />and when same is issued and/or renewed so that Landlord shall always have in its possession
<br />evidence that all required insurance coverage is in force.
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<br />Section 3. Indemnity. Tenant agrees to pay, and to protect, defend, indemnify and save
<br />harmless Landlord from and against, any and all liabilities, damages, costs, expenses (including,
<br />but not limited to, any and all attorneys' fees and expenses of Landlord, including any on appeal),
<br />causes of action, suits, claims, demands or judgments of any nature whatsoever arising from (i)
<br />any work or thing done following the date the Final Approvals are obtained and vacant,
<br />unencumbered possession of the Land has been delivered to Tenant, in, on or about the Land or
<br />the Improvements or any part thereof by any party other than Landlord, (ii) injury to or death of
<br />persons, or damage to property, following the date the Final Approvals are obtained, on the Land
<br />or the Improvements growing out of or connected with the use, condition, operation,
<br />maintenance, management or occupation of the Land or the Improvements, excepting however,
<br />any such injury, death or damage as may be the result of Landlord's negligence or willful
<br />misconduct, (iii) any negligence on the part of Tenant or any of its agents, contractors, servants,
<br />employees or invitees, and (iv) any failure on the part of Tenant to perform or comply with the
<br />covenants, agreements, terms, provisions, conditions or limitations contained in this Lease on its
<br />part to be performed or complied with.
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<br />In case any action or proceeding is brought against Landlord by reason, of any such claim,
<br />Tenant shall, upon written notice from Landlord and at Tenant's expense, resist or defend such
<br />action or proceeding with counsel reasonably acceptable to Landlord. Landlord may employ
<br />separate counsel to defend such action or proceeding at Landlord's sole cost and expense.
<br />Notwithstanding the foregoing, in the event a conflict of interest shall arise as a result of or in
<br />relation to insurer's retention of counselor other obligation(s) to Landlord under this Section 3,
<br />then Landlord shall have the right to retain separate counsel at the sole cost and expense of said
<br />insurer and/or Tenant. If Tenant has supplied Landlord with evidence of insurance covering any
<br />of the aforementioned risks, no claim shall be made against Tenant unless and until the insurer
<br />shall fail or refuse to defend and/or pay all or any part thereof.
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<br />ARTICLE IX
<br />Repairs and Maintenance
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<br />Section 1. Maintenance and Repair; Operation. The Tenant agrees that will, during the Term
<br />of this Lease, at its expense, keep, and maintain, the Premises, including any altered, rebuilt,
<br />additional or substituted buildings, structures and other improvements thereto, in good repair
<br />and appearance and in a first-class and tenantable condition, and will promptly make all
<br />structural and non-structural, foreseen and unforeseen, and ordinary and extraordinary changes
<br />and repairs of every kind and nature which may be required to be made upon or in connection
<br />with the Tenant's Improvements or any part thereof in order to keep and maintain the Premises,
<br />the Improvements in good repair and appearance and in a tenantable condition. The Tenant shall
<br />keep, maintain, use and operate the Improvements in a manner that will enhance the
<br />neighborhood and reflect well upon the Landlord. The Tenant shall, at its own expense, keep the
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