Common use of Insurance Indemnification Clause in Contracts

Insurance Indemnification. Section 11: Throughout the term of this Lease Tenant will maintain in effect fire, extended coverage and special perils property insurance for the full insurable replacement value of the Demised Premises, as determined, and as determined from time to time throughout the term of this Lease, by the underwriter for Tenant’s insurer. Tenant shall name Landlord and any mortgagee as additional insureds under said policy, In case of fire, extended coverage or special perils casualty, the proceeds of such insurance shall be first applied to the repair of any damage and the surplus paid to Landlord. Tenant shall procure and maintain during the Term of this Lease a policy of commercial general liability insurance having a combined single limit for bodily injury and property damage of not less than Three Million Dollars ($3,000,000.00), covering “occurrences” arising from or related to the use and occupancy of the Demised Premises by Tenant and its patients, employees, agents, contractors, guests and invitees, further insuring Tenant’s indemnification obligation hereunder, and naming Landlord and any mortgagee as additional insureds. At the end of each five (5) year period or term of this Lease, as the case may be, Tenant shall increase the amounts of such coverages of such liability insurance for the ensuing five (5) year period or term of this Lease, by an amount equal to the aggregate percentage increase in the U.S. Department of Labor, Bureau of Labor Statistics Consumer Price Index for all Urban Consumer, U.S. City Average, or any successor index (“CPI”) over the immediately preceding five (5) year period. Provided, that in the event an aggregate percentage decrease occurs in the CPI during any such immediately preceding five (5) year period, no adjustment in said coverage amounts shall be made and the amounts of such coverages in effect during such immediately preceding five (5) year period shall remain in effect during the ensuing five (5) year period or term. Provided, however, that the requirement of such coverage and the limits thereof as herein provided, do not limit or define Tenant’s obligation to indemnify Landlord hereunder nor limit the extent or amount of such obligation. In addition, Tenant shall maintain Professional Liability Insurance with respect to its operations on the Demised Premises, with such insurance covering Tenant for all services rendered on the Premises. Tenant’s Professional Liability Insurance shall provide for limits of not less than $1,000,000 per occurrence and $3,000,000 in the aggregate, per policy year. Tenant shall also maintain Fire Legal Liability insurance in the amount of $100,000. If and as permitted by the carriers for such coverages Tenant shall name Landlord and any mortgagee as additional insureds under said policies. Tenant shall furnish to Landlord upon request a certificate of insurance issued by the insurance carrier of each of the aforesaid policies of insurance. In the event Landlord obtains and carries income protection coverage pursuant to any policy or policies it maintains pertaining to the Demised Premises, Tenant shall reimburse Landlord the premium for such coverage, payable in monthly installments to be paid with Tenant’s payments of Base Rent, the charges for which shall be budgeted, assessed and billed in advance annually by Landlord and shall be subject to an annual adjustment based upon the actual costs thereof for each fiscal year ending December 31. Additionally, Tenant shall reimburse Landlord a lump sum amount for any increase in the actual costs over the amount billed by Landlord therefor, and Landlord shall refund to Tenant the amount of any decrease in the actual costs below such billed amount, at the end of each fiscal year ending December 31 for which such costs were budgeted, assessed and billed. Tenant shall also be liable and responsible for any and all other insurance required for or by its use of and operation in and upon the Demised Premises, and Tenant may also carry insurance on the contents of the Demised Premises as it may desire. Landlord shall indemnify, protect, defend and hold Tenant harmless from and against all liability, cost, expense, or damage (including, without limitation, attorneys fees) for bodily injury or property damage arising from: (i) the construction of the Demised Premises by Landlord, its contractors, agents or employees; or (ii) any defects in construction by Landlord, its contractors, agents or employees, or (iii) any failure by Landlord, its contractors, agents or employees to properly construct the Demised Premises in accordance with the approved project design of the said PM Construction, Inc. Tenant’s review and approval of any plans, specifications, or any other documents shall not relieve Landlord from Landlord’s obligations under the foregoing indemnification provision. Landlord shall procure and keep in effect from the execution date of this Lease until the completion of the Demised Premises, a Commercial General Liability insurance policy in the amount of Three Million Dollars ($3,000,000.00) per occurrence, insuring all of Landlord’s activities with respect to the Demised Premises, and a Builder’s Risk Insurance policy insuring the Demised Premises for the full replacement cost of the Demised Premises until completion. Landlord shall name Tenant as an additional insured under the Builder’s Risk Insurance policy and provide Tenant a certificate of such coverage upon request. Notwithstanding the foregoing provision, Tenant shall indemnify, defend, and hold Landlord harmless from any and all claims and damages (including reasonable attorneys’ fees and costs) arising from Tenant’s occupancy and/or use of the Demised Premises or the conduct of its business or from any activity, work, or thing done, permitted, or suffered by Tenant, in or about the Demised Premises or the access ways to and from the Demised Premises. Tenant shall further indemnify, defend, and hold Landlord harmless from any and all claims and damages (including reasonable attorneys’ fees and costs) arising from any breach or default in the terms of this Lease, or arising from any act, negligence, fault, or omission of Tenant or Tenant’s agents, employees, or invitees, and from and against any and all costs, reasonable attorneys’ fees, expenses, and liabilities incurred on or about such claim or any action or proceeding brought on such claim. In case any action or proceeding shall be brought against Landlord by reason of any such claim, Tenant, on notice from Landlord, shall defend Landlord at Tenant’s expense by counsel approved in writing by Landlord, to the extent or in the event such defense is not provided by applicable insurance coverage. Landlord shall indemnify, defend, and hold Tenant harmless from any and all claims and damages (including reasonable attorneys’ fees and costs) arising from any breach or default in the terms of this Lease, or arising from any act, negligence, fault, or omission of Landlord or Landlord’s agents, employees or contractors, and from and against any and all costs, reasonable attorneys’ fees, expenses and liabilities incurred on or about such claim or any action or proceeding brought on such claim. In case any action or proceeding shall be brought against Tenant by reason of any such claim, Landlord, on notice from Tenant, shall defend Tenant at Landlord’s expense by counsel approved in writing by Tenant, to the extent or in the event such defense is not provided by applicable insurance coverage.

Insurance Indemnification. Section 11: Throughout Sublessee shall maintain during the term Term hereof liability, property damage and other insurance in such amounts and coverages and in such form as are required of this Lease Tenant will maintain in effect fire, extended coverage and special perils property insurance for Sublessor under the full insurable replacement value terms of the Demised Premises, Prime Lease. All such insurance shall specifically name Prime Lessor and Sublessor (together with any other party or parties as determined, and as determined from time to time throughout required under the term terms of this the Prime Lease, by the underwriter for Tenant’s insurer. Tenant shall name Landlord and any mortgagee ) as additional insureds under said thereunder. Such insurance shall not be subject to cancellation, termination or change with respect to Prime Lessor, Sublessor or such other parties without thirty (30) days' prior written notice. A duplicate original of the policy, In case of fire, extended a binder evidencing coverage thereof or special perils casualty, the proceeds a certificate of such insurance shall be first applied delivered to the repair of any damage and the surplus paid to Landlord. Tenant shall procure and maintain during the Term of this Lease a policy of commercial general liability insurance having a combined single limit for bodily injury and property damage of not less than Three Million Dollars ($3,000,000.00), covering “occurrences” arising from or related to the use and occupancy of the Demised Premises by Tenant and its patients, employees, agents, contractors, guests and invitees, further insuring Tenant’s indemnification obligation hereunder, and naming Landlord and any mortgagee as additional insureds. At the end of each five (5) year period or term of this Lease, as the case may be, Tenant shall increase the amounts of such coverages of such liability insurance for the ensuing five (5) year period or term of this Lease, by an amount equal to the aggregate percentage increase in the U.S. Department of Labor, Bureau of Labor Statistics Consumer Price Index for all Urban Consumer, U.S. City Average, or any successor index (“CPI”) over the immediately preceding five (5) year period. Provided, that in the event an aggregate percentage decrease occurs in the CPI during any such immediately preceding five (5) year period, no adjustment in said coverage amounts shall be made and the amounts of such coverages in effect during such immediately preceding five (5) year period shall remain in effect during the ensuing five (5) year period or term. Provided, however, that the requirement of such coverage and the limits thereof as herein provided, do not limit or define Tenant’s obligation to indemnify Landlord hereunder nor limit the extent or amount of such obligation. In addition, Tenant shall maintain Professional Liability Insurance with respect to its operations on the Demised Premises, with such insurance covering Tenant for all services rendered on the Premises. Tenant’s Professional Liability Insurance shall provide for limits of not less than $1,000,000 per occurrence and $3,000,000 in the aggregate, per policy year. Tenant shall also maintain Fire Legal Liability insurance in the amount of $100,000. If and as permitted by the carriers for such coverages Tenant shall name Landlord and any mortgagee as additional insureds under said policies. Tenant shall furnish to Landlord upon request a certificate of insurance issued by the insurance carrier of each of the aforesaid policies of insurancePrime Lessor and Sublessor. In the event Landlord obtains and carries income protection coverage pursuant Sublessee agrees to any policy or policies it maintains pertaining to the Demised Premises, Tenant shall reimburse Landlord the premium for such coverage, payable in monthly installments to be paid with Tenant’s payments of Base Rent, the charges for which shall be budgeted, assessed and billed in advance annually by Landlord and shall be subject to an annual adjustment based upon the actual costs thereof for each fiscal year ending December 31. Additionally, Tenant shall reimburse Landlord a lump sum amount for any increase in the actual costs over the amount billed by Landlord therefor, and Landlord shall refund to Tenant the amount of any decrease in the actual costs below such billed amount, at the end of each fiscal year ending December 31 for which such costs were budgeted, assessed and billed. Tenant shall also be liable and responsible for any and all other insurance required for or by its use of and operation in and upon the Demised Premises, and Tenant may also carry insurance on the contents of the Demised Premises as it may desire. Landlord shall indemnify, protect, defend (with counsel approved by Prime Lessor and Sublessor), indemnify and hold Tenant Sublessor and Prime Lessor harmless from and against all liability, cost, expense, or damage (including, without limitation, attorneys fees) for bodily injury or property damage arising from: (i) the construction of the Demised Premises by Landlord, its contractors, agents or employees; or (ii) any defects in construction by Landlord, its contractors, agents or employees, or (iii) any failure by Landlord, its contractors, agents or employees to properly construct the Demised Premises in accordance with the approved project design of the said PM Construction, Inc. Tenant’s review and approval of any plans, specifications, or any other documents shall not relieve Landlord from Landlord’s obligations under the foregoing indemnification provision. Landlord shall procure and keep in effect from the execution date of this Lease until the completion of the Demised Premises, a Commercial General Liability insurance policy in the amount of Three Million Dollars ($3,000,000.00) per occurrence, insuring all of Landlord’s activities with respect to the Demised Premises, and a Builder’s Risk Insurance policy insuring the Demised Premises for the full replacement cost of the Demised Premises until completion. Landlord shall name Tenant as an additional insured under the Builder’s Risk Insurance policy and provide Tenant a certificate of such coverage upon request. Notwithstanding the foregoing provision, Tenant shall indemnify, defend, and hold Landlord harmless from any and all claims and damages (including reasonable attorneys’ fees and costs) arising from Tenant’s occupancy and/or use of the Demised Premises or the conduct of its business or from any activity, work, or thing done, permitted, or suffered by Tenant, in or about the Demised Premises or the access ways to and from the Demised Premises. Tenant shall further indemnify, defend, and hold Landlord harmless from any and all claims and damages (including reasonable attorneys’ fees and costs) arising from any breach or default in the terms of this Lease, or arising from any act, negligence, fault, or omission of Tenant or Tenant’s agents, employees, or invitees, and from and against any and all costsclaims, losses and liabilities (other than claims and liabilities arising from any negligence or willful misconduct of Sublessor or its agents or employees in or about the Subleased Premises), arising: (i) from the conduct or management of or from any work or thing whatsoever done in or about the Subleased Premises during the Term hereof; (ii) from any condition arising, and any injury to or death of persons, damage to property or other event occurring or resulting from an occurrence in or about the Subleased Premises during the Term hereof; and (iii) from any breach or default on the part of Sublessee in the performance of any covenant or agreement on the part of Sublessee to be performed pursuant to the terms of this Sublease or from any negligent act or omission on the part of Sublessee or any of its agents, employees, licensees, invitees or assignees. Sublessee further agrees to indemnify Sublessor and Prime Lessor from and against any and all damages, liabilities, costs and expenses, including reasonable attorneys’ ' fees, expenses, and liabilities incurred on or about in connection with any such indemnified claim or any action or proceeding brought on such claimin connection therewith. In case any action or proceeding shall be brought against Landlord by reason of any such claimNotwithstanding anything in this Sublease to the contrary (including, Tenantwithout limitation, on notice Sections 7, 9 and 11), Sublessor agrees that it will not seek to recover consequential damages from Landlord, shall defend Landlord at Tenant’s expense by counsel approved in writing by Landlord, Sublessee under this Sublease unless and then limited to the extent or in the event a third party is seeking to recover consequential damages from Sublessor and Sublessor will not enforce any judgment for such defense is not provided by applicable insurance coverage. Landlord shall indemnify, defend, and hold Tenant harmless from any and all claims and consequential damages (including reasonable attorneys’ fees and costs) arising from any breach or default in the terms of this Lease, or arising from any act, negligence, fault, or omission of Landlord or Landlord’s agents, employees or contractors, and from and it obtains against any and all costs, reasonable attorneys’ fees, expenses and liabilities incurred on or about such claim or any action or proceeding brought on such claim. In case any action or proceeding shall be brought against Tenant by reason of any such claim, Landlord, on notice from Tenant, shall defend Tenant at Landlord’s expense by counsel approved in writing by Tenant, Sublessee except to the extent or in the event such defense is not provided by applicable insurance coveragenecessary to pay consequential damages owed to a third party.

Insurance Indemnification. Section 11: Throughout the term of this Lease Tenant will maintain in effect fire, extended coverage and special perils property insurance for the full insurable replacement value of the Demised Premises, as determined, and as determined from time to time throughout the term of this Lease, by the underwriter for Tenant’s insurer. Tenant shall name Landlord and any mortgagee as additional insureds under said policy, In case of fire, extended coverage or special perils casualty, the proceeds of such insurance shall be first applied to the repair of any damage and the surplus paid to Landlord. Tenant CONSULTANT shall procure and maintain during the Term types and amounts of this Lease a insurance as are set forth below. CONSULTANT shall cause OWNER to be an additional insured on CONSULTANT’s policy of commercial general liability insurance having a combined single limit for bodily injury and property damage of not less than Three Million Dollars ($3,000,000.00), covering “occurrences” arising from or related to the use and occupancy of the Demised Premises by Tenant and its patients, employees, agents, contractors, guests and invitees, further insuring Tenantautomobile liability insurance. : TYPE OF COVERAGE LIMITS I Worker’s indemnification obligation hereunder, and naming Landlord and any mortgagee as additional insureds. At the end of each five (5) year period or term of this Lease, as the case may be, Tenant shall increase the amounts of such coverages of such liability insurance for the ensuing five (5) year period or term of this Lease, by an amount equal to the aggregate percentage increase in the U.S. Department of Labor, Bureau of Labor Statistics Consumer Price Index for all Urban Consumer, U.S. City Average, or any successor index (“CPI”) over the immediately preceding five (5) year period. Provided, that in the event an aggregate percentage decrease occurs in the CPI during any such immediately preceding five (5) year period, no adjustment in said coverage amounts shall be made and the amounts of such coverages in effect during such immediately preceding five (5) year period shall remain in effect during the ensuing five (5) year period or term. Provided, however, that the requirement of such coverage and the limits thereof as herein provided, do not limit or define Tenant’s obligation to indemnify Landlord hereunder nor limit the extent or amount of such obligation. In addition, Tenant shall maintain Professional Compensation State – Statutory Employer Liability Insurance with respect to its operations on the Demised Premises, with such insurance covering Tenant for all services rendered on the Premises. Tenant’s Professional Liability Insurance shall provide for limits of not less than $1,000,000 per occurrence and Per Accident $3,000,000 in the aggregate, per policy year. Tenant shall also maintain Fire Legal Liability insurance in the amount of 1,000,000 Disease/Each Accident $100,000. If and as permitted by the carriers for such coverages Tenant shall name Landlord and any mortgagee as additional insureds under said policies. Tenant shall furnish to Landlord upon request a certificate of insurance issued by the insurance carrier of each of the aforesaid policies of insurance. In the event Landlord obtains and carries income protection coverage pursuant to any policy 1,000,000 Disease/Policy Limit II Comprehensive or policies it maintains pertaining to the Demised Premises, Tenant shall reimburse Landlord the premium for such coverage, payable in monthly installments to be paid with Tenant’s payments of Base Rent, the charges for which shall be budgeted, assessed and billed in advance annually by Landlord and shall be subject to an annual adjustment based upon the actual costs thereof for each fiscal year ending December 31. Additionally, Tenant shall reimburse Landlord a lump sum amount for any increase in the actual costs over the amount billed by Landlord therefor, and Landlord shall refund to Tenant the amount of any decrease in the actual costs below such billed amount, at the end of each fiscal year ending December 31 for which such costs were budgeted, assessed and billed. Tenant shall also be liable and responsible for any and all other insurance required for or by its use of and operation in and upon the Demised Premises, and Tenant may also carry insurance on the contents of the Demised Premises as it may desire. Landlord shall indemnify, protect, defend and hold Tenant harmless from and against all liability, cost, expense, or damage (including, without limitation, attorneys fees) for bodily injury or property damage arising from: (i) the construction of the Demised Premises by Landlord, its contractors, agents or employees; or (ii) any defects in construction by Landlord, its contractors, agents or employees, or (iii) any failure by Landlord, its contractors, agents or employees to properly construct the Demised Premises in accordance with the approved project design of the said PM Construction, Inc. Tenant’s review and approval of any plans, specifications, or any other documents shall not relieve Landlord from Landlord’s obligations under the foregoing indemnification provision. Landlord shall procure and keep in effect from the execution date of this Lease until the completion of the Demised Premises, a Commercial General Liability insurance policy in $1,000,000 Per Person Bodily Injury $1,000,000 Per Occurrence Bodily Injury $1.000,000 Property Damage $2,000,000 Policy Aggregate III Automobile Liability $1,000,000 Combined Single Limit IV Professional Liability $2,000,000 Each Claim $2,000,000 Annual Aggregate Indemnification by CONSULTANT. To the amount of Three Million Dollars ($3,000,000.00) per occurrencefullest extent permitted by law, insuring all of Landlord’s activities with respect and up to the Demised Premises, and a Builder’s Risk Insurance policy insuring the Demised Premises for the full replacement cost limits of the Demised Premises until completion. Landlord Exclusivity of Remedies provision contained herein, CONSULTANT shall name Tenant as an additional insured under the Builderindemnify OWNER and OWNER’s Risk Insurance policy officers, directors and provide Tenant a certificate of such coverage upon request. Notwithstanding the foregoing provisionemployees for costs, Tenant shall indemnifylosses, defendjudgments, damages and hold Landlord harmless from any and all claims and damages expenses (including reasonable attorneys’ fees fees) to the extent caused by the negligent acts, errors and costs) arising from Tenant’s occupancy and/or use omissions of CONSULTANT in the Demised Premises or the conduct performance of its business or from professional Services hereunder. In any activitymatters involving allegations of negligent performance of professional Services by CONSULTANT, workCONSULTANT’s defense duties under this indemnification provision (which are expressly disclaimed) shall include only reimbursement of reasonable defense costs to the extent incurred as a proximate result of CONSULTANT’s actual negligent performance. Indemnification by OWNER. To the fullest extent permitted by law, or thing done, permitted, or suffered by Tenant, in or about the Demised Premises or the access ways to and from the Demised Premises. Tenant OWNER shall further indemnify, defend, indemnify and hold Landlord harmless from any CONSULTANT and all claims and damages (including reasonable attorneys’ fees and costs) arising from any breach or default in the terms of this Leaseits officers, or arising from any actdirectors, negligencemembers, faultpartners, or omission of Tenant or Tenant’s agents, employees, or invitees, and subconsultants from and against any and all claims, costs, reasonable attorneys’ fees, expenseslosses, and liabilities incurred on damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court, arbitration, or about such claim other dispute resolution costs) arising out of or any action or proceeding brought on such claim. In case any action or proceeding shall be brought against Landlord by reason of relating to the Project, provided that any such claim, Tenantcost, on notice from Landlordloss, shall defend Landlord at Tenant’s expense by counsel approved in writing by Landlordor damage is attributable to bodily injury, sickness, disease, or death or to injury to or destruction of tangible property, including the loss of use resulting therefrom, but only to the extent or in the event such defense is not provided caused by applicable insurance coverage. Landlord shall indemnifyany negligent act, defend, and hold Tenant harmless from any and all claims and damages (including reasonable attorneys’ fees and costs) arising from any breach or default in the terms of this Leaseomission, or arising from any actwillful misconduct of OWNER or OWNER officers, negligencedirectors, faultmembers, partners, agents, employees, consultants, or omission of Landlord others retained by or Landlord’s agents, employees or contractors, and from and against any and all costs, reasonable attorneys’ fees, expenses and liabilities incurred on or about such claim or any action or proceeding brought on such claim. In case any action or proceeding shall be brought against Tenant by reason of any such claim, Landlord, on notice from Tenant, shall defend Tenant at Landlord’s expense by counsel approved in writing by Tenant, under contract to the extent OWNER with respect to this Agreement or in to the event such defense is not provided by applicable insurance coverageProject.

Insurance Indemnification. Section 11: Throughout 14.1 LESSEE shall, at LESSEE’S sole cost and expense, except to the term of this Lease Tenant will maintain in effect fireextent prohibited by law with respect to worker’s compensation insurance, extended coverage and special perils property insurance for the full insurable replacement value benefit of the Demised PremisesLESSEE, as determinedLESSOR, and any Additional Insured and/or any other additional insured as determined LESSOR shall from time to time throughout the term of this Leasereasonably determine, by the underwriter for Tenant’s insurer. Tenant shall name Landlord and any mortgagee as additional insureds under said policy, In case of fire, extended coverage maintain or special perils casualty, the proceeds of such insurance shall cause to be first applied to the repair of any damage and the surplus paid to Landlord. Tenant shall procure and maintain during the Term of this Lease a policy of maintained (i) commercial general liability insurance having coverage with a combined single limit for bodily injury and property damage of not less than Three Five Million and 00/100 Dollars ($3,000,000.005,000,000.00) per each occurrence (the “CGL”), covering “occurrences” arising from or related to include commercial umbrella liability coverage, if necessary [If the use and occupancy of the Demised Premises by Tenant and its patients, employees, agents, contractors, guests and invitees, further insuring Tenant’s indemnification obligation hereunder, and naming Landlord and any mortgagee as additional insureds. At the end of each five (5) year period or term of this Lease, as the case may be, Tenant shall increase the amounts of such coverages of such liability insurance for the ensuing five (5) year period or term of this Lease, by an amount equal to the aggregate percentage increase in the U.S. Department of Labor, Bureau of Labor Statistics Consumer Price Index for all Urban Consumer, U.S. City Average, or any successor index (“CPI”) over the immediately preceding five (5) year period. Provided, that in the event an aggregate percentage decrease occurs in the CPI during any such immediately preceding five (5) year period, no adjustment in said coverage amounts shall be made and the amounts of such coverages in effect during such immediately preceding five (5) year period shall remain in effect during the ensuing five (5) year period or term. Provided, however, that the requirement of such coverage and the limits thereof as herein provided, do not limit or define Tenant’s obligation to indemnify Landlord hereunder nor limit the extent or amount of such obligation. In addition, Tenant shall maintain Professional Liability Insurance with respect to its operations on the Demised Premises, with such insurance covering Tenant for all services rendered on the Premises. Tenant’s Professional Liability Insurance shall provide for limits of not less than $1,000,000 per occurrence and $3,000,000 in the CGL contains a general aggregate, per policy year. Tenant it shall also maintain Fire Legal Liability insurance in the amount of $100,000. If and as permitted by the carriers for such coverages Tenant shall name Landlord and any mortgagee as additional insureds under said policies. Tenant shall furnish to Landlord upon request a certificate of insurance issued by the insurance carrier of each of the aforesaid policies of insurance. In the event Landlord obtains and carries income protection coverage pursuant to any policy or policies it maintains pertaining apply separately to the Demised Premises, Tenant shall reimburse Landlord the premium for such coverage, payable in monthly installments to be paid with Tenant’s payments of Base Rent, the charges for which . The CGL shall be budgeted, assessed and billed in advance annually by Landlord written on ISO occurrence form CG00011093 or a substitute providing equivalent coverage and shall be subject cover liability arising from the Demised Premises and other portions of the Premises which LESSEE has the right to an annual adjustment based upon the actual costs thereof for each fiscal year ending December 31. Additionallyuse, Tenant shall reimburse Landlord a lump sum amount for any increase in the actual costs over the amount billed by Landlord thereforoperations, independent contractors, products-completed operations, personal injury, advertising liability, and Landlord liability under an insured contract. The commercial umbrella liability coverage shall refund to Tenant be consistent with the amount primary coverage.]; (ii) worker’s compensation insurance covering all persons employed in connection with the construction of any decrease in improvements by LESSEE and the actual costs below such billed amount, at the end operation of each fiscal year ending December 31 for which such costs were budgeted, assessed and billed. Tenant shall also be liable and responsible for any and all other insurance required for or by its use of and operation in and business upon the Demised Premises, ; and Tenant may also carry insurance on the contents of the Demised Premises as it may desire. Landlord shall indemnify, protect, defend and hold Tenant harmless from and against all liability, cost, expense, or damage (including, without limitation, attorneys fees) for bodily injury or property damage arising from: (i) the construction of the Demised Premises by Landlord, its contractors, agents or employees; or (ii) any defects in construction by Landlord, its contractors, agents or employees, or (iii) any failure Special Form (“all risk”) coverage, including, but not limited to, standard fire and extended coverage insurance with vandalism and malicious mischief endorsements, on all personal property of LESSEE and on all improvements and alterations made by Landlord, its contractors, agents or employees to properly construct the Demised Premises in accordance with the approved project design of the said PM Construction, Inc. Tenant’s review and approval of any plans, specifications, or any other documents shall not relieve Landlord from Landlord’s obligations under the foregoing indemnification provision. Landlord shall procure and keep in effect from the execution date of this Lease until the completion of the Demised Premises, a Commercial General Liability insurance policy in the amount of Three Million Dollars ($3,000,000.00) per occurrence, insuring all of Landlord’s activities with respect to the Demised Premises, and a Builder’s Risk Insurance policy insuring the Demised Premises for the full replacement cost of the Demised Premises until completion. Landlord shall name Tenant as an additional insured under the Builder’s Risk Insurance policy and provide Tenant a certificate of such coverage upon request. Notwithstanding the foregoing provision, Tenant shall indemnify, defend, and hold Landlord harmless from any and all claims and damages (including reasonable attorneys’ fees and costs) arising from Tenant’s occupancy and/or use of the Demised Premises or the conduct of its business or from any activity, work, or thing done, permitted, or suffered by Tenant, LESSEE in or about the Demised Premises or other portions of the access ways Premises (including, without limitation, the Equipment and the Tenant Improvement Work) to and from the Demised Premisesextent of their full replacement value. Tenant shall further indemnifyIf, defend, and hold Landlord harmless from any and all claims and damages (including reasonable attorneys’ fees and costs) arising from any breach or default in the terms reasonable opinion of this Lease, or arising from any act, negligence, fault, or omission of Tenant or Tenant’s agents, employees, or invitees, and from and against any and all costs, reasonable attorneys’ fees, expenses, and liabilities incurred on or about such claim LESSOR or any action mortgagees or proceeding brought on ground lessors of the Land and/or the Building taking into account the practices of landlords of similar buildings in the area of the Building, the foregoing coverages and/or limits shall become inadequate or less than that commonly maintained by prudent tenants making similar uses in similar buildings in the area, LESSOR shall have the right to require LESSEE to increase its insurance coverage and/or limits. All such claim. In case any action or proceeding shall be brought against Landlord by reason of any such claim, Tenant, on notice from Landlord, shall defend Landlord at Tenant’s expense by counsel approved in writing by Landlordinsurance shall, to the extent or permitted by law, name any mortgagees and ground lessors of the Land and the Building and their successors and assigns (the “Additional Insureds”) and LESSOR, as additional insureds and shall be written by an insurance carrier authorized to do business in the event such defense State of New Jersey and that is not provided rated at least A+ XII by applicable insurance coverage. Landlord shall indemnifyA.M. Best Company, defendOldwick, and hold Tenant harmless from any and all claims and damages (including reasonable attorneys’ fees and costs) arising from any breach or default in the terms of this Lease, or arising from any act, negligence, fault, or omission of Landlord or Landlord’s agents, employees or contractors, and from and against any and all costs, reasonable attorneys’ fees, expenses and liabilities incurred on or about such claim or any action or proceeding brought on such claim. In case any action or proceeding shall be brought against Tenant by reason of any such claim, Landlord, on notice from Tenant, shall defend Tenant at Landlord’s expense by counsel approved in writing by Tenant, to the extent or in the event such defense is not provided by applicable insurance coverageNew Jersey.

Insurance Indemnification. Section 1112: Throughout the term of this Agreement and Lease Tenant will maintain in effect fire, extended coverage and special perils property insurance for the full insurable replacement value of the Demised Premises, as determined, and as determined from time to time throughout the term of this Agreement and Lease, by the underwriter for Tenant’s insurer, provided that such insurable replacement value shall in no event be less than the final total cost of demolition and construction. Tenant shall name Landlord and any mortgagee as insureds and/or as additional insureds insureds, as the case may be, under said policy, . In case of fire, extended coverage or special perils casualty, the proceeds of such insurance shall be first applied to the repair of any damage and the any surplus paid to Landlord. Tenant shall procure and maintain during the Term of this Agreement and Lease a policy of commercial general liability insurance having a combined single limit for bodily injury and property damage of not less than Three Million Dollars ($3,000,000.00), covering “occurrences” arising from or related to the use and occupancy of the Demised Premises by Tenant and its patients, employees, agents, contractors, guests and invitees, further insuring Tenant’s indemnification obligation hereunder, and naming Landlord and any mortgagee as additional insureds. At the end of each five (5) year period or term of this Agreement and Lease, as the case may be, Tenant shall increase the amounts of such coverages of such liability insurance for the ensuing five (5) year period or term of this Agreement and Lease, by an amount equal to the aggregate percentage increase in the U.S. Department of Labor, Bureau of Labor Statistics Consumer Price Index for all Urban Consumer, U.S. City Average, or any successor index (“CPI”) over the immediately preceding five (5) year period. Provided, that in the event an aggregate percentage decrease occurs in the CPI during any such immediately preceding five (5) year period, no adjustment in said coverage amounts shall be made and the amounts of such coverages in effect during such immediately preceding five (5) year period shall remain in effect during the ensuing five (5) year period or term. ProvidedFurther provided, however, that the requirement of such coverage and the limits thereof as herein provided, do not limit or define Tenant’s obligation to indemnify Landlord hereunder nor limit the extent or amount of such obligation. In addition, Tenant shall maintain Professional Liability Insurance with respect to its operations on the Demised Premises, with such insurance covering Tenant for all services rendered on the Premises. Tenant’s Professional Liability Insurance shall provide for limits of not less than $1,000,000 per occurrence and $3,000,000 in the aggregate, per policy year. Tenant shall also maintain Fire Legal Liability insurance in the amount of $100,000. If and as permitted by the carriers for such coverages Tenant shall name Landlord and any mortgagee as additional insureds under said policies. Tenant shall furnish to Landlord upon request a certificate of insurance issued by the insurance carrier of each of the aforesaid policies of insurance. In the event Landlord obtains and carries income protection coverage pursuant to any policy or policies it maintains pertaining to the Demised Premises, Tenant shall reimburse Landlord the premium for such coverage, payable in monthly installments to be paid with Tenant’s payments of Base Rent, the charges for which shall be budgeted, assessed and billed in advance annually by Landlord and shall be subject to an annual adjustment based upon the actual costs thereof for each fiscal year ending December 31. Additionally, Tenant shall reimburse Landlord a lump sum amount for any increase in the actual costs over the amount billed by Landlord therefor, and Landlord shall refund to Tenant the amount of any decrease in the actual costs below such billed amount, at the end of each fiscal year ending December 31 for which such costs were budgeted, assessed and billed. Tenant shall also be liable and responsible for any and all other insurance required for or by its use of and operation in and upon the Demised Premises, and Tenant may also carry insurance on the contents of the Demised Premises as it may desire. Landlord shall indemnify, protect, defend and hold Tenant harmless from and against all liability, cost, expense, or damage (including, without limitation, attorneys fees) for bodily injury or property damage arising from: (i) the demolition of the Current Structures and construction of the Demised Premises by Landlord, its contractors, agents or employees; or (ii) any defects in construction by Landlord, its contractors, agents or employees, or (iii) any failure by Landlord, its contractors, agents or employees to properly construct the Demised Premises in accordance with the approved project design of the said PM Constructiondesign, Inc. plans and specifications. Tenant’s review and approval of any plans, specifications, or any other documents shall not relieve Landlord from Landlord’s obligations under the foregoing indemnification provision. Landlord shall procure and keep in effect from the execution date of this Agreement and Lease until the completion of the Demised Premises, a Commercial General Liability insurance policy in the amount of Three Million Dollars ($3,000,000.00) per occurrence, insuring all of Landlord’s activities with respect to the Demised Premises, and a Builder’s Risk Insurance policy insuring the Demised Premises for the full replacement cost of the Demised Premises until completion. Landlord shall name Tenant as an additional insured under the Builder’s Risk Insurance policy and provide Tenant a certificate of such coverage upon request. Notwithstanding the foregoing provision, Tenant shall indemnify, defend, and hold Landlord harmless from any and all claims and damages (including reasonable attorneys’ fees and costs) arising from Tenant’s occupancy and/or use of the Demised Premises or the conduct of its business or from any activity, work, or thing done, permitted, or suffered by Tenant, in or about the Demised Premises or the access ways to and from the Demised Premises. Tenant shall further indemnify, defend, and hold Landlord harmless from any and all claims and damages (including reasonable attorneys’ fees and costs) arising from any breach or default in the terms of this Agreement and Lease, or arising from any act, negligence, fault, or omission of Tenant or Tenant’s agents, employees, or invitees, and from and against any and all costs, reasonable attorneys’ fees, expenses, and liabilities incurred on or about such claim or any action or proceeding brought on such claim. In case any action or proceeding shall be brought against Landlord by reason of any such claim, Tenant, on notice from Landlord, shall defend Landlord at Tenant’s expense by counsel approved in writing by Landlord, to the extent or in the event such defense is not provided by applicable insurance coverage. Landlord shall indemnify, defend, and hold Tenant harmless from any and all claims and damages (including reasonable attorneys’ fees and costs) arising from any breach or default in the terms of this Agreement and Lease, or arising from any act, negligence, fault, or omission of Landlord or Landlord’s agents, employees or contractors, and from and against any and all costs, reasonable attorneys’ fees, expenses and liabilities incurred on or about such claim or any action or proceeding brought on such claim. In case any action or proceeding shall be brought against Tenant by reason of any such claim, Landlord, on notice from Tenant, shall defend Tenant at Landlord’s expense by counsel approved in writing by Tenant, to the extent or in the event such defense is not provided by applicable insurance coverage.. DAMAGE OR DESTRUCTION OF BUILDING

Insurance Indemnification. Section 11(a) Tenant shall maintain the following insurance: Throughout (i) comprehensive general public liability insurance in respect of the term Premises and the conduct and operation of this Lease Tenant will maintain Tenant’s business therein, with Landlord as an additional named insured and at Landlord’s written request with the lessor or any ground or underlying lease of all or any part of the Premises as additional named insured, with limits of not less than $1,000,000 for bodily injury or death to any one person, $2,000,000 for bodily injury or death to any number of persons in effect fireany one occurrence, and $1,000,000 for property damage, including water damage and sprinkler leakage legal liability, (if sprinklered); (ii) steam boiler, air conditioning, and machinery insurance, if applicable, protecting Landlord and Tenant, with limits of not less than $500,000, but only if there is a boiler or pressure object or other similar equipment in the Tenant’s Premises; (iii) fire insurance with extended coverage and special perils broad form all risk endorsement covering all of Tenant’s stock and trade, fixtures, furnishings, floor coverings, equipment, signs, and all other property insurance for belonging to Tenant or entrusted to Tenant or demised hereby, including installations and improvements of Tenant made in, on or about the Premises in any amounts required by any lender, but not less than the full insurable replacement value of the Demised Premisesproperty covered and out less than the amount sufficient to avoid the effect of the co-insurance provisions of the applicable policy or policies; (iv) business interruption insurance in an amount sufficient to meet any co-insurance requirements, but in no event less than the equivalent of twelve (12) month’s rent (unless Landlord provides rental insurance and bills Tenant for it pursuant to Tenant’s obligations to pay increases in Landlord’s costs of insuring the building, as determined, and as determined from time set forth in Paragraph 23(c)). Tenant shall deliver to time throughout Landlord such fully paid for polices or certificates of insurance at least ten (10) days before the term Commencement Date of this Lease, by the underwriter for Tenant’s insurer. Tenant shall name Landlord and any mortgagee as additional insureds under said policy, In case of fire, extended coverage or special perils casualty, the proceeds of such insurance shall be first applied to the repair of any damage and the surplus paid to Landlord. Tenant shall procure and maintain during pay for renewal of such insurance from time to time before the Term of this Lease a policy of commercial general liability insurance having a combined single limit for bodily injury and property damage of not less than Three Million Dollars ($3,000,000.00), covering “occurrences” arising from or related to the use and occupancy of the Demised Premises by Tenant and its patients, employees, agents, contractors, guests and invitees, further insuring Tenant’s indemnification obligation hereunderexpiration thereof, and naming Tenant shall deliver to Landlord and any mortgagee as additional insuredsnamed insured(s) such renewal policy at least thirty (30) days before the expiration of any existing policy. At the end of each five (5) year period or term If Tenant fails to comply with any portion of this Leaseprovision, as the case may beLandlord may, but shall not be obligated to, obtain insurance for Tenant and keep same in effect and Tenant shall increase the amounts of such coverages of such liability insurance pay Landlord all costs incurred, upon demand, plus 15% for the ensuing five (5) year period or term of this Lease, by an amount equal to the aggregate percentage increase in the U.S. Department of Labor, Bureau of Labor Statistics Consumer Price Index for all Urban Consumer, U.S. City Average, or any successor index (“CPI”) over the immediately preceding five (5) year period. Provided, that in the event an aggregate percentage decrease occurs in the CPI during any such immediately preceding five (5) year period, no adjustment in said coverage amounts shall be made and the amounts of such coverages in effect during such immediately preceding five (5) year period shall remain in effect during the ensuing five (5) year period or term. Provided, however, that the requirement of such coverage and the limits thereof as herein provided, do not limit or define Tenant’s obligation to indemnify Landlord hereunder nor limit the extent or amount of such obligation. In addition, Tenant shall maintain Professional Liability Insurance with respect to its operations on the Demised Premises, with such insurance covering Tenant for all services rendered on the Premises. Tenant’s Professional Liability Insurance shall provide for limits of not less than $1,000,000 per occurrence and $3,000,000 in the aggregate, per policy year. Tenant shall also maintain Fire Legal Liability insurance in the amount of $100,000. If and as permitted by the carriers for such coverages Tenant shall name Landlord and any mortgagee as additional insureds under said policies. Tenant shall furnish to Landlord upon request a certificate of insurance issued by the insurance carrier of each of the aforesaid policies of insurance. In the event Landlord obtains and carries income protection coverage pursuant to any policy or policies it maintains pertaining to the Demised Premises, Tenant shall reimburse Landlord the premium for such coverage, payable in monthly installments to be paid with Tenant’s payments of Base Rent, the charges for which shall be budgeted, assessed and billed in advance annually by Landlord and shall be subject to an annual adjustment based upon the actual costs thereof for each fiscal year ending December 31. Additionally, Tenant shall reimburse Landlord a lump sum amount for any increase in the actual costs over the amount billed by Landlord therefor, and Landlord shall refund to Tenant the amount of any decrease in the actual costs below such billed amount, at the end of each fiscal year ending December 31 for which such costs were budgeted, assessed and billed. Tenant shall also be liable and responsible for any and all other insurance required for or by its use of and operation in and upon the Demised Premises, and Tenant may also carry insurance on the contents of the Demised Premises as it may desireoverhead/administrative expenses. Landlord shall indemnifynot be liable for any damage or loss arising from the bursting, protect, defend and hold Tenant harmless from and against all liability, cost, expenseoverflowing, or damage (including, without limitation, attorneys fees) for bodily injury or property damage arising from: (i) the construction leaking of the Demised Premises by Landlordroof or of water, its contractorssprinkler, agents or employees; or (ii) any defects in construction by Landlord, its contractors, agents or employeessewer, or (iii) any failure by Landlord, its contractors, agents or employees to properly construct the Demised Premises in accordance with the approved project design of the said PM Construction, Inc. Tenant’s review and approval of any plans, specificationssteam pipes, or any other documents shall not relieve Landlord from Landlord’s obligations under the foregoing indemnification provision. Landlord shall procure and keep in effect from the execution date of this Lease until the completion of the Demised Premisesfor malfunctioning heating, a Commercial General Liability insurance policy in the amount of Three Million Dollars ($3,000,000.00) per occurrence, insuring all of Landlord’s activities with respect to the Demised Premises, and a Builder’s Risk Insurance policy insuring the Demised Premises for the full replacement cost of the Demised Premises until completion. Landlord shall name Tenant as an additional insured under the Builder’s Risk Insurance policy and provide Tenant a certificate of such coverage upon request. Notwithstanding the foregoing provision, Tenant shall indemnify, defend, and hold Landlord harmless from any and all claims and damages (including reasonable attorneys’ fees and costs) arising from Tenant’s occupancy and/or use of the Demised Premises air conditioning or the conduct of its business plumbing fixtures or from any activity, work, electric wire or thing done, permitted, or suffered by Tenant, in or about the Demised Premises or the access ways to and from the Demised Premises. Tenant shall further indemnify, defend, and hold Landlord harmless from any and all claims and damages (including reasonable attorneys’ fees and costs) arising from any breach or default in the terms of this Lease, fixtures or arising from any actother cause whatsoever, negligence, fault, or omission of Tenant or Tenant’s agents, employees, or invitees, and from and against any and all costs, reasonable attorneys’ fees, expenses, and liabilities incurred on or about such claim or any action or proceeding brought on such claim. In case any action or proceeding shall be brought against Landlord by reason of any such claim, Tenant, on notice from Landlord, shall defend Landlord at Tenant’s expense by counsel approved in writing unless caused by Landlord, to the extent ’s negligent or in the event such defense is not provided by applicable insurance coverage. Landlord shall indemnify, defend, and hold Tenant harmless from any and all claims and damages (including reasonable attorneys’ fees and costs) arising from any breach or default in the terms of this Lease, or arising from any act, negligence, fault, or omission of Landlord or Landlord’s agents, employees or contractors, and from and against any and all costs, reasonable attorneys’ fees, expenses and liabilities incurred on or about such claim or any action or proceeding brought on such claim. In case any action or proceeding shall be brought against Tenant by reason of any such claim, Landlord, on notice from Tenant, shall defend Tenant at Landlord’s expense by counsel approved in writing by Tenant, to the extent or in the event such defense is not provided by applicable insurance coveragewillful misconduct.

Insurance Indemnification. Section 11: Throughout (a) Tenant agrees to defend, indemnify and/or hold and save Landlord harmless at all times during the initial term of this Lease Tenant will maintain in effect fire, extended coverage and special perils property insurance for the full insurable replacement value of the Demised Premises, as determined, and as determined from time to time throughout the term of this Lease, by the underwriter for Tenant’s insurer. Tenant shall name Landlord and any mortgagee as additional insureds under said policyrenewal terms hereof from and against any and all loss, In case of firedamage, extended coverage cost or special perils casualty, the proceeds of such insurance shall be first applied to the repair expense on account of any claim for injury (including death) or damage and the surplus paid either to Landlord. Tenant shall procure and maintain during the Term person or third party property sustained by Landlord or by any other person which arises out of this Lease a policy of commercial general liability insurance having a combined single limit for bodily injury and property damage of not less than Three Million Dollars ($3,000,000.00), covering “occurrences” arising from or related to the use and occupancy of the Demised Premises by Tenant and its patients(except those resulting from Landlord’s unlawful or negligent acts). In connection herewith, employees, agents, contractors, guests and invitees, further insuring Tenant’s indemnification obligation hereunder, and naming Landlord and any mortgagee as additional insureds. At commencing on the end of each five (5) year period or term of this Lease, as the case may beFull Rent Commencement Date, Tenant at its own cost and expense shall increase the provide and keep in force with Landlord as an additional insured, a general liability policy or policies in standard form protecting Tenant and Landlord against any and all liability occasioned by accident or disaster with minimum limits of $2,000,000 (per occurrence) / $5,000,000 (general aggregate), which amounts of such coverages of such liability insurance for the ensuing five (5) year period or term of this Lease, by an amount equal to the aggregate percentage increase in the U.S. Department of Labor, Bureau of Labor Statistics Consumer Price Index for all Urban Consumer, U.S. City Average, or any successor index (“CPI”) over the immediately preceding five (5) year periodmay be satisfied through primary and umbrella coverage. Provided, that in the event an aggregate percentage decrease occurs in the CPI during any such immediately preceding five (5) year period, no adjustment in said coverage amounts A renewal policy shall be made and the amounts of such coverages in effect during such immediately preceding five (5) year period shall remain in effect during the ensuing five (5) year period or term. Provided, however, that the requirement of such coverage and the limits thereof as herein provided, do not limit or define Tenant’s obligation to indemnify Landlord hereunder nor limit the extent or amount of such obligation. In addition, Tenant shall maintain Professional Liability Insurance with respect to its operations on the Demised Premises, with such insurance covering Tenant for all services rendered on the Premises. Tenant’s Professional Liability Insurance shall provide for limits of secured not less than $1,000,000 per occurrence and $3,000,000 in the aggregate, per policy year. Tenant shall also maintain Fire Legal Liability insurance in the amount of $100,000. If and as permitted by the carriers for such coverages Tenant shall name Landlord and any mortgagee as additional insureds under said policies. Tenant shall furnish to Landlord upon request a certificate of insurance issued by the insurance carrier of each of the aforesaid policies of insurance. In the event Landlord obtains and carries income protection coverage pursuant to any policy or policies it maintains pertaining thirty (30) days prior to the Demised Premises, Tenant shall reimburse Landlord the premium for such coverage, payable in monthly installments to be paid with Tenant’s payments of Base Rent, the charges for which shall be budgeted, assessed and billed in advance annually by Landlord and shall be subject to an annual adjustment based upon the actual costs thereof for each fiscal year ending December 31. Additionally, Tenant shall reimburse Landlord a lump sum amount for any increase in the actual costs over the amount billed by Landlord therefor, and Landlord shall refund to Tenant the amount expiration of any decrease in policy. Prior to the actual costs below such billed amount, at Full Rent Commencement Date and during the end period of each fiscal year ending December 31 for which such costs were budgeted, assessed and billed. Tenant shall also be liable and responsible for any and all other insurance required for or by its use of and operation in and upon the Demised Premises, and Tenant may also carry insurance on the contents of the Demised Premises as it may desire. Landlord shall indemnify, protect, defend and hold Tenant harmless from and against all liability, cost, expense, or damage (including, without limitation, attorneys fees) for bodily injury or property damage arising from: (i) the construction of the Demised Improvements, Landlord will carry or will cause its contractor to carry builder’s risk insurance in amounts and with carriers reasonably satisfactory to Landlord and Tenant on buildings and all improvements on the Premises and for all Improvements constructed by Landlord, its contractors, agents or employees; or (ii) any defects in construction by Landlord, its contractors, agents or employees, or (iii) any failure by Landlord, its contractors, agents or employees to properly construct the Demised Premises in accordance with the approved project design of the said PM Construction, Inc. Tenant’s review and approval of any plans, specifications, or any other documents shall not relieve Landlord from Landlord’s obligations under the foregoing indemnification provision. Landlord shall procure and keep in effect from the execution date of this Lease until the completion of the Demised Premises, a Commercial General Liability insurance policy in the amount of Three Million Dollars ($3,000,000.00) per occurrence, insuring all of Landlord’s activities with respect to the Demised Premises, and a Builder’s Risk Insurance policy insuring the Demised Premises for the full replacement cost of the Demised Premises until completion. Landlord shall name Tenant as an additional insured under against hazards customarily insured against by builder’s risk coverage type of insurance as now contained in policies in effect in the Builder’s Risk Insurance policy and provide Tenant a certificate state where the Premises are located in an amount equal to not less than the full replacement value of such coverage upon request. Notwithstanding all Improvements constructed by Landlord on the foregoing provision, Tenant shall indemnify, defendPremises, and hold to pay the premium or premiums on said insurance promptly when due. Landlord harmless and Tenant acknowledge that proceeds from any and all claims and damages (including reasonable attorneys’ fees and costs) arising from Tenant’s occupancy and/or use such policy will be made payable first to any secured lender of the Demised Premises or the conduct of its business or from any activity, work, or thing done, permitted, or suffered by Tenant, in or about the Demised Premises or the access ways to and from the Demised Premises. Tenant shall further indemnify, defend, and hold Landlord harmless from any and all claims and damages (including reasonable attorneys’ fees and costs) arising from any breach or default in the terms of this Lease, or arising from any act, negligence, fault, or omission of Tenant or Tenant’s agents, employees, or invitees, and from and against any and all costs, reasonable attorneys’ fees, expenses, and liabilities incurred on or about such claim or any action or proceeding brought on such claim. In case any action or proceeding shall be brought against Landlord by reason of any such claim, Tenant, on notice from Landlord, shall defend Landlord at Tenant’s expense by counsel approved in writing by Landlord, to the extent or in the event such defense is not provided by applicable insurance coverage. Landlord shall indemnify, defend, and hold provide to Tenant harmless from any and all claims and damages (including reasonable attorneys’ fees and costs) arising from any breach or default in the terms copies of this Lease, or arising from any act, negligence, fault, or omission of Landlord or Landlord’s agents, employees or contractors, and from and against any and all costs, reasonable attorneys’ fees, expenses and liabilities incurred on or about such claim or any action or proceeding brought on such claim. In case any action or proceeding shall be brought against Tenant by reason of any such claim, Landlord, on notice from Tenant, shall defend Tenant at Landlord’s expense by counsel approved in writing by Tenant, to the extent or in the event such defense is not provided by applicable insurance coveragecertificates upon request.

Insurance Indemnification. Section 11: Throughout the term of this Lease Tenant will maintain in effect fire, extended coverage and special perils property insurance for the full insurable replacement value of the Demised Premises, as determined, and as determined from time to time throughout the term of this Lease, by the underwriter for Tenant’s insurer. Tenant shall name Landlord and any mortgagee as additional insureds under said policy, In case of fire, extended coverage or special perils casualty, the proceeds of such insurance shall be first applied to the repair of any damage and the surplus paid to Landlord. Tenant shall procure and maintain during the Term of this Lease a policy of commercial general liability insurance having a combined single limit for bodily injury and property damage of not less than Three Million Dollars ($3,000,000.00), covering “occurrences” arising from or related to the use and occupancy of the Demised Premises by Tenant and its patients, employees, agents, contractors, guests and invitees, further insuring Tenant’s indemnification obligation hereunder, and naming Landlord and any mortgagee as additional insureds. At the end of each five (5) year period or term of this Lease, as the case may be, Tenant shall increase the amounts of such coverages of such liability insurance for the ensuing five (5) year period or term of this Lease, by an amount equal to the aggregate percentage increase in the U.S. Department of Labor, Bureau of Labor Statistics Consumer Price Index for all Urban Consumer, U.S. City Average, or any successor index (“CPI”’) over the immediately preceding five (5) year period. Provided, that in the event an aggregate percentage decrease occurs in the CPI during any such immediately preceding five (5) year period, no adjustment in said coverage amounts shall be made and the amounts of such coverages in effect during such immediately preceding five (5) year period shall remain in effect during the ensuing five (5) year period or term. Provided, however, that the requirement of such coverage and the limits thereof as herein provided, do not limit or define Tenant’s obligation to indemnify Landlord hereunder nor limit the extent or amount of such obligation. In addition, Tenant shall maintain Professional Liability Insurance with respect to its operations on the Demised Premises, with such insurance covering Tenant for all services rendered on the Premises. Tenant’s 's Professional Liability Insurance shall provide for limits of not less than $1,000,000 per occurrence and $3,000,000 in the aggregate, per policy year. Tenant shall also maintain Fire Legal Liability insurance in the amount of $100,000. If and as permitted by the carriers for such coverages Tenant shall name Landlord and any mortgagee as additional insureds under said policies. Tenant shall furnish to Landlord upon request a certificate of insurance issued by the insurance carrier of each of the aforesaid policies of insurance. In the event Landlord obtains and carries income protection coverage pursuant to any policy or policies it maintains pertaining to the Demised Premises, Tenant shall reimburse Landlord the premium for such coverage, payable in monthly installments to be paid with Tenant’s payments of Base Rent, the charges for which shall be budgeted, assessed and billed in advance annually by Landlord and shall be subject to an annual adjustment based upon the actual costs thereof for each fiscal year ending December 31. Additionally, Tenant shall reimburse Landlord a lump sum amount for any increase in the actual costs over the amount billed by Landlord therefor, and Landlord shall refund to Tenant the amount of any decrease in the actual costs below such billed amount, at the end of each fiscal year ending December 31 for which such costs were budgeted, assessed and billed. Tenant shall also be liable and responsible for any and all other insurance required for or by its use of and operation in and upon the Demised Premises, and Tenant may also carry insurance on the contents of the Demised Premises as it may desire. Landlord shall indemnify, protect, defend and hold Tenant harmless from and against all liability, cost, expense, or damage (including, without limitation, attorneys fees) for bodily injury or property damage arising from: (i) the construction of the Demised Premises by Landlord, its contractors, agents or employees; or (ii) any defects in construction by Landlord, its contractors, agents or employees, or (iii) any failure by Landlord, its contractors, agents or employees to properly construct the Demised Premises in accordance with the approved project design of the said PM Construction, Inc. Tenant’s review and approval of any plans, specifications, or any other documents shall not relieve Landlord from Landlord’s obligations under the foregoing indemnification provision. Landlord shall procure and keep in effect from the execution date of this Lease until the completion of the Demised Premises, a Commercial General Liability insurance policy in the amount of Three Million Dollars ($3,000,000.00) per occurrence, insuring all of Landlord’s activities with respect to the Demised Premises, and a Builder’s Risk Insurance policy insuring the Demised Premises for the full replacement cost of the Demised Premises until completion. Landlord shall name Tenant as an additional insured under the Builder’s Risk Insurance policy and provide Tenant a certificate of such coverage upon request. Notwithstanding the foregoing provision, Tenant shall indemnify, defend, and hold Landlord harmless from any and all claims and damages (including reasonable attorneys’ fees and costs) arising from Tenant’s occupancy and/or use of the Demised Premises or the conduct of its business or from any activity, work, or thing done, permitted, or suffered by Tenant, in or about the Demised Premises or the access ways to and from the Demised Premises. Tenant shall further indemnify, defend, and hold Landlord harmless from any and all claims and damages (including reasonable attorneys’ fees and costs) arising from any breach or default in the terms of this Lease, or arising from any act, negligence, fault, or omission of Tenant or Tenant’s agents, employees, or invitees, and from and against any and all costs, reasonable attorneys’ fees, expenses, and liabilities incurred on or about such claim or any action or proceeding brought on such claim. In case any action or proceeding shall be brought against Landlord by reason of any such claim, Tenant, on notice from Landlord, shall defend Landlord at Tenant’s expense by counsel approved in writing by Landlord, to the extent or in the event such defense is not provided by applicable insurance coverage. Landlord shall indemnify, defend, and hold Tenant harmless from any and all claims and damages (including reasonable attorneys’ fees and costs) arising from any breach or default in the terms of this Lease, or arising from any act, negligence, fault, or omission of Landlord or Landlord’s agents, employees or contractors, and from and against any and all costs, reasonable attorneys’ fees, expenses and liabilities incurred on or about such claim or any action or proceeding brought on such claim. In case any action or proceeding shall be brought against Tenant by reason of any such claim, Landlord, on notice from Tenant, shall defend Tenant at Landlord’s expense by counsel approved in writing by Tenant, to the extent or in the event such defense is not provided by applicable insurance coverage.

Insurance Indemnification. Section 11: Throughout the term of this Lease Tenant will maintain in effect fire, extended coverage and special perils property insurance for the full insurable replacement value of the Demised Premises, as determined, and as determined from time to time throughout the term of this Lease, by the underwriter for Tenant’s insurer. Tenant shall name Landlord and any mortgagee as additional insureds under said policy, . In case of fire, extended coverage or special perils casualty, the proceeds of such insurance shall be first applied to the repair of any damage and the surplus paid to Landlord. Tenant shall procure and maintain during the Term of this Lease a policy of commercial general liability insurance having a combined single limit for bodily injury and property damage of not less than Three Million Dollars ($3,000,000.0053,000,000.00), covering “occurrences” arising from or related to the use and occupancy of the Demised Premises by Tenant and its patients, employees, agents, contractors, guests and invitees, further insuring Tenant’s indemnification obligation hereunder, and naming Landlord and any mortgagee as additional insureds. At the end of each five (5) year period or term of this Lease, as the case may be, Tenant shall increase the amounts of such coverages of such liability insurance for the ensuing five (5) year period or term of this Lease, by an amount equal to the aggregate percentage increase in the U.S. Department of Labor, Bureau of Labor Statistics Consumer Price Index for all Urban Consumer, U.S. City Average, or any successor index (“CPI”) over the immediately preceding five (5) year period. Provided, that in the event an aggregate percentage decrease occurs in the CPI during any such immediately preceding five (5) year period, no adjustment in said coverage amounts shall be made and the amounts of such coverages in effect during such immediately preceding five (5) year period shall remain in effect during the ensuing five (5) year period or term. Provided, however, that the requirement of such coverage and the limits thereof as herein provided, do not limit or define Tenant’s obligation to indemnify Landlord hereunder nor limit the extent or amount of such obligation. In addition, Tenant shall maintain Professional Liability Insurance with respect to its operations on the Demised Premises, with such insurance covering Tenant for all services rendered on the Premises. Tenant’s 's Professional Liability Insurance shall provide for limits of not less than $1,000,000 per occurrence and $3,000,000 in the aggregate, per policy year. Tenant shall also maintain Fire Legal Liability insurance in the amount of $100,000. If and as permitted by the carriers for such coverages Tenant shall name Landlord and any mortgagee as additional insureds under said policies. Tenant shall furnish to Landlord upon request a certificate of insurance issued by the insurance carrier of each of the aforesaid policies of insurance. In the event Landlord obtains and carries income protection coverage pursuant to any policy or policies it maintains pertaining to the Demised Premises, Tenant shall reimburse Landlord the premium for such coverage, payable in monthly installments to be paid with Tenant’s payments of Base Rent, the charges for which shall be budgeted, assessed and billed in advance annually by Landlord and shall be subject to an annual adjustment based upon the actual costs thereof for each fiscal year ending December 31. Additionally, Tenant shall reimburse Landlord a lump sum amount for any increase in the actual costs over the amount billed by Landlord therefor, and Landlord shall refund to Tenant the amount of any decrease in the actual costs below such billed amount, at the end of each fiscal year ending December 31 for which such costs were budgeted, assessed and billed. Tenant shall also be liable and responsible for any and all other insurance required for or by its use of and operation in and upon the Demised Premises, and Tenant may also carry insurance on the contents of the Demised Premises as it may desire. Landlord shall indemnify, protect, defend and hold Tenant harmless from and against all liability, cost, expense, or damage (including, without limitation, attorneys fees) for bodily injury or property damage arising from: (i) the construction of the Demised Premises by Landlord, its contractors, agents or employees; or (ii) any defects in construction by Landlord, its contractors, agents or employees, or (iii) any failure by Landlord, its contractors, agents or employees to properly construct the Demised Premises in accordance with the approved project design of the said PM Construction, Inc. Tenant’s review and approval of any plans, specifications, or any other documents shall not relieve Landlord from Landlord’s obligations under the foregoing indemnification provision. Landlord shall procure and keep in effect from the execution date of this Lease until the completion of the Demised Premises, a Commercial General Liability insurance policy in the amount of Three Million Dollars ($3,000,000.00) per occurrence, insuring all of Landlord’s activities with respect to the Demised Premises, and a Builder’s Risk Insurance policy insuring the Demised Premises for the full replacement cost of the Demised Premises until completion. Landlord shall name Tenant as an additional insured under the Builder’s Risk Insurance policy and provide Tenant a certificate of such coverage upon request. Notwithstanding the foregoing provision, Tenant shall indemnify, defend, and hold Landlord harmless from any and all claims and damages (including reasonable attorneys’ fees and costs) arising from Tenant’s occupancy and/or use of the Demised Premises or the conduct of its business or from any activity, work, or thing done, permitted, or suffered by Tenant, in or about the Demised Premises or the access ways to and from the Demised Premises. Tenant shall further indemnify, defend, and hold Landlord harmless from any and all claims and damages (including reasonable attorneys’ fees and costs) arising from any breach or default in the terms of this Lease, or arising from any act, negligence, fault, or omission of Tenant or Tenant’s agents, employees, or invitees, and from and against any and all costs, reasonable attorneys’ fees, expenses, and liabilities incurred on or about such claim or any action or proceeding brought on such claim. In case any action or proceeding shall be brought against Landlord by reason of any such claim, Tenant, on notice from Landlord, shall defend Landlord at Tenant’s expense by counsel approved in writing by Landlord, to the extent or in the event such defense is not provided by applicable insurance coverage. Landlord shall indemnify, defend, and hold Tenant harmless from any and all claims and damages (including reasonable attorneys’ fees and costs) arising from any breach or default in the terms of this Lease, or arising from any act, negligence, fault, or omission of Landlord or Landlord’s agents, employees or contractors, and from and against any and all costs, reasonable attorneys’ fees, expenses and liabilities incurred on or about such claim or any action or proceeding brought on such claim. In case any action or proceeding shall be brought against Tenant by reason of any such claim, Landlord, on notice from Tenant, shall defend Tenant at Landlord’s expense by counsel approved in writing by Tenant, to the extent or in the event such defense is not provided by applicable insurance coverage.

Insurance Indemnification. Section 11: Throughout The Parent shall cause the term of this Lease Tenant will maintain Director and Officer Liability Insurance coverage currently maintained by Tide West to continue in effect fire, extended coverage and special perils property insurance for the full insurable replacement value of the Demised Premises, as determined, and as determined from time to time throughout the term of this Lease, by the underwriter for Tenant’s insurer. Tenant shall name Landlord and any mortgagee as additional insureds under said policy, In case of fire, extended coverage or special perils casualty, the proceeds of such insurance shall be first applied to the repair of any damage and the surplus paid to Landlord. Tenant shall procure and maintain during the Term of this Lease a policy of commercial general liability insurance having a combined single limit for bodily injury and property damage period of not less than Three Million Dollars one year following the Effective Time. From and after the Effective Time, Parent shall indemnify and hold harmless each person who is, has been at any time prior to the date hereof, or becomes prior to the Effective Time, an officer or director of any of the Tide West Companies ($3,000,000.00collectively, the "INDEMNIFIED PARTIES") against all losses, claims, damages, liabilities, costs or expenses (including attorneys' fees), covering “occurrences” judgments and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation arising from out of or related pertaining to acts or omissions, or alleged acts or omissions, by him in his capacity as an officer or director of any of the Tide West Companies, which acts or omissions occurred prior to the use and occupancy Effective Time; provided, however, that Parent shall be under no obligation to indemnify any Indemnified Party pursuant to this Section 5.15 except to the extent that such Indemnified Party was entitled to indemnification from any of the Demised Premises by Tenant and its patients, employees, agents, contractors, guests and invitees, further insuring Tenant’s Tide West Companies (pursuant to applicable law or contract) immediately prior to the Effective Time. The procedures associated with such indemnification obligation hereunder, and naming Landlord and shall be the same as those associated with the Indemnified Parties' indemnification from any mortgagee as additional insureds. At of the end of each five (5) year period or term of this LeaseTide West Companies, as the case may be, Tenant shall increase the amounts of such coverages of such liability insurance for the ensuing five (5) year period or term of this Lease, by an amount equal immediately prior to the aggregate percentage increase in the U.S. Department of Labor, Bureau of Labor Statistics Consumer Price Index for all Urban Consumer, U.S. City Average, or any successor index Effective Time (“CPI”) over the immediately preceding five (5) year period. Provided, that in the event an aggregate percentage decrease occurs in the CPI during any such immediately preceding five (5) year period, no adjustment in said coverage amounts shall be made and the amounts of such coverages in effect during such immediately preceding five (5) year period shall remain in effect during the ensuing five (5) year period or term. Providedprovided, however, that the requirement of such coverage and the limits thereof as herein provided, do not limit or define Tenant’s Parent shall be under no obligation to indemnify Landlord hereunder nor limit the extent or amount of such obligation. In addition, Tenant shall maintain Professional Liability Insurance with respect to its operations on the Demised Premises, with such insurance covering Tenant for all services rendered on the Premises. Tenant’s Professional Liability Insurance shall provide for limits of not less than $1,000,000 per occurrence and $3,000,000 in the aggregate, per policy year. Tenant shall also maintain Fire Legal Liability insurance in the amount of $100,000. If and as permitted by the carriers for such coverages Tenant shall name Landlord and any mortgagee as additional insureds under said policies. Tenant shall furnish to Landlord upon request a certificate of insurance issued by the insurance carrier of each of the aforesaid policies of insurance. In the event Landlord obtains and carries income protection coverage deposit trust funds pursuant to any policy "change-in- control" or policies similar provisions). Tide West hereby agrees that, from and after the date hereof until the Effective Time, it maintains pertaining will not (and it will cause each of TWTT and Draco not to) amend, modify or otherwise alter any contractual provision under which any Indemnified Party is entitled to indemnification from any of the Demised Premises, Tenant shall reimburse Landlord Tide West Companies at the premium for such coverage, payable in monthly installments time of the execution of this Agreement. The provisions of this Section 5.15 are intended to be paid with Tenant’s payments of Base Rentfor the benefit of, the charges for which shall be budgeted, assessed and billed in advance annually by Landlord and shall be subject to an annual adjustment based upon enforceable by, the actual costs thereof for parties hereto and each fiscal year ending December 31. Additionally, Tenant shall reimburse Landlord a lump sum amount for any increase in the actual costs over the amount billed by Landlord therefor, Indemnified Party and Landlord shall refund to Tenant the amount of any decrease in the actual costs below such billed amount, at the end of each fiscal year ending December 31 for which such costs were budgeted, assessed their respective heirs and billed. Tenant shall also be liable and responsible for any and all other insurance required for or by its use of and operation in and upon the Demised Premises, and Tenant may also carry insurance on the contents of the Demised Premises as it may desire. Landlord shall indemnify, protect, defend and hold Tenant harmless from and against all liability, cost, expense, or damage (including, without limitation, attorneys fees) for bodily injury or property damage arising from: (i) the construction of the Demised Premises by Landlord, its contractors, agents or employees; or (ii) any defects in construction by Landlord, its contractors, agents or employees, or (iii) any failure by Landlord, its contractors, agents or employees to properly construct the Demised Premises in accordance with the approved project design of the said PM Construction, Inc. Tenant’s review and approval of any plans, specifications, or any other documents shall not relieve Landlord from Landlord’s obligations under the foregoing indemnification provision. Landlord shall procure and keep in effect from the execution date of this Lease until the completion of the Demised Premises, a Commercial General Liability insurance policy in the amount of Three Million Dollars ($3,000,000.00) per occurrence, insuring all of Landlord’s activities with respect to the Demised Premises, and a Builder’s Risk Insurance policy insuring the Demised Premises for the full replacement cost of the Demised Premises until completion. Landlord shall name Tenant as an additional insured under the Builder’s Risk Insurance policy and provide Tenant a certificate of such coverage upon request. Notwithstanding the foregoing provision, Tenant shall indemnify, defend, and hold Landlord harmless from any and all claims and damages (including reasonable attorneys’ fees and costs) arising from Tenant’s occupancy and/or use of the Demised Premises or the conduct of its business or from any activity, work, or thing done, permitted, or suffered by Tenant, in or about the Demised Premises or the access ways to and from the Demised Premises. Tenant shall further indemnify, defend, and hold Landlord harmless from any and all claims and damages (including reasonable attorneys’ fees and costs) arising from any breach or default in the terms of this Lease, or arising from any act, negligence, fault, or omission of Tenant or Tenant’s agents, employees, or invitees, and from and against any and all costs, reasonable attorneys’ fees, expenses, and liabilities incurred on or about such claim or any action or proceeding brought on such claim. In case any action or proceeding shall be brought against Landlord by reason of any such claim, Tenant, on notice from Landlord, shall defend Landlord at Tenant’s expense by counsel approved in writing by Landlord, to the extent or in the event such defense is not provided by applicable insurance coverage. Landlord shall indemnify, defend, and hold Tenant harmless from any and all claims and damages (including reasonable attorneys’ fees and costs) arising from any breach or default in the terms of this Lease, or arising from any act, negligence, fault, or omission of Landlord or Landlord’s agents, employees or contractors, and from and against any and all costs, reasonable attorneys’ fees, expenses and liabilities incurred on or about such claim or any action or proceeding brought on such claim. In case any action or proceeding shall be brought against Tenant by reason of any such claim, Landlord, on notice from Tenant, shall defend Tenant at Landlord’s expense by counsel approved in writing by Tenant, to the extent or in the event such defense is not provided by applicable insurance coveragerepresentatives.

Insurance Indemnification. Section 11: Throughout the term of this Lease Tenant will maintain in effect fire, extended coverage and special perils property insurance for the full insurable replacement value of the Demised Premises, as determined, and as determined from time to time throughout the term of this Lease, by the underwriter for Tenant’s insurer. Tenant shall name Landlord and any mortgagee as additional insureds under said policy, In case of fire, extended coverage or special perils casualty, the proceeds of such insurance shall be first applied to the repair of any damage and the surplus paid to Landlord. Tenant shall procure and maintain during the Term of this Lease a policy of commercial general liability insurance having a combined single limit for bodily injury and property damage of not less than Three Million Dollars ($3,000,000.00), covering “occurrences” arising from or related to the use and occupancy of the Demised Premises by Tenant and its patients, employees, agents, contractors, guests and invitees, further insuring Tenant’s indemnification and obligation hereunder, and naming Landlord and any mortgagee as additional insureds. At the end of each five (5) year period or term of this Lease, as the case may be, Tenant shall increase the amounts of such coverages of such liability insurance for the ensuing five (5) year period or term of this Lease, by an amount equal to the aggregate percentage increase in the U.S. Department of Labor, Bureau of Labor Statistics Consumer Price Index for all Urban Consumer, U.S. City Average, or any successor index (“CPI”) over the immediately preceding five (5) year period. Provided, that in the event an aggregate percentage decrease occurs in the CPI during any such immediately preceding five (5) year period, no adjustment in said coverage amounts shall be made and the amounts of such coverages in effect during such immediately preceding five (5) year period shall remain in effect during the ensuing five (5) year period or term. Provided, however, that the requirement of such coverage and the limits thereof as herein provided, do not limit or define Tenant’s obligation to indemnify Landlord hereunder nor limit the extent or amount of such obligation. In addition, Tenant shall maintain Professional Liability Insurance with respect to its operations on the Demised Premises, with such insurance covering Tenant for all services rendered on the Premises. Tenant’s Professional Liability Insurance shall provide for limits of not less than $1,000,000 per occurrence and $3,000,000 in the aggregate, per policy year. Tenant shall also maintain Fire Legal Liability insurance in the amount of $100,000. If and as permitted by the carriers for such coverages Tenant shall name Landlord and any mortgagee as additional insureds under said policies. Tenant shall furnish to Landlord upon request a certificate of insurance issued by the insurance carrier of each of the aforesaid policies of insurance. In the event Landlord obtains and carries income protection coverage pursuant to any policy or policies it maintains pertaining to the Demised Premises, Tenant shall reimburse Landlord the premium for such coverage, payable in monthly installments to be paid with Tenant’s payments of Base Rent, the charges for which shall be budgeted, assessed and billed in advance annually by Landlord and shall be subject to an annual adjustment based upon the actual costs thereof for each fiscal year ending December 31. Additionally, Tenant shall reimburse Landlord a lump sum amount for any increase in the actual costs over the amount billed by Landlord therefor, and Landlord shall refund to Tenant the amount of any decrease in the actual costs below such billed amount, at the end of each fiscal year ending December 31 for which such costs were budgeted, assessed and billed. Tenant shall also be liable and responsible for any and all other insurance required for or by its use of and operation in and upon the Demised Premises, and Tenant may also carry insurance on the contents of the Demised Premises as it may desire. Landlord shall indemnify, protect, defend and hold Tenant harmless from and against all liability, cost, expense, or damage (including, without limitation, attorneys fees) for bodily injury or property damage arising from: (i) the construction of the Demised Premises by Landlord, its contractors, agents or employees; or (ii) any defects in construction by Landlord, its contractors, agents or employees, or (iii) any failure by Landlord, its contractors, agents or employees to properly construct the Demised Premises in accordance with the approved project design of the said PM Construction, Inc. Trinity Health Group. Tenant’s review and approval of any plans, specifications, or any other documents shall not relieve Landlord from Landlord’s obligations under the foregoing indemnification provision. Landlord shall procure and keep in effect from the execution date of this Lease until the completion of the Demised Premises, a Commercial General Liability insurance policy in the amount of Three Million Dollars ($3,000,000.00) per occurrence, insuring all of Landlord’s activities with respect to the Demised Premises, and a Builder’s Risk Insurance policy insuring the Demised Premises for the full replacement cost of the Demised Premises until completion. Landlord shall name Tenant as an additional insured under the Builder’s Risk Insurance policy and provide Tenant a certificate of such coverage upon request. Notwithstanding the foregoing provision, Tenant shall indemnify, defend, and hold Landlord harmless from any and all claims and damages (including reasonable attorneys’ fees and costs) arising from Tenant’s occupancy and/or use of the Demised Premises or the conduct of its business or from any activity, work, or thing done, permitted, or suffered by Tenant, in or about the Demised Premises or the access ways to and from the Demised Premises. Tenant shall further indemnify, defend, and hold Landlord harmless from any and all claims and damages (including reasonable attorneys’ fees and costs) arising from any breach or default in the terms of this Lease, or arising from any act, negligence, fault, or omission of Tenant or Tenant’s agents, employees, or invitees, and from and against any and all costs, reasonable attorneys’ fees, expenses, and liabilities incurred on or about such claim or any action or proceeding brought on such claim. In case any action or proceeding shall be brought against Landlord by reason of any such claim, Tenant, on notice from Landlord, shall defend Landlord at Tenant’s expense by counsel approved in writing by Landlord, to the extent or in the event such defense is not provided by applicable insurance coverage. Landlord shall indemnify, defend, and hold Tenant harmless from any and all claims and damages (including reasonable attorneys’ fees and costs) arising from any breach or default in the terms of this Lease, or arising from any act, negligence, fault, or omission of Landlord or Landlord’s agents, employees or contractors, and from and against any and all costs, reasonable attorneys’ fees, expenses and liabilities incurred on or about such claim or any action or proceeding brought on such claim. In case any action or proceeding shall be brought against Tenant by reason of any such claim, Landlord, on notice from Tenant, shall defend Tenant at Landlord’s expense by counsel approved in writing by Tenant, to the extent or in the event such defense is not provided by applicable insurance coverage.

Insurance Indemnification. Section 1112: Throughout the term of this Lease Tenant will maintain in effect fire, extended coverage and special perils property insurance for the full insurable replacement value of the Demised Premises, as determined, and as determined from time to time throughout the term of this Lease, by the underwriter for Tenant’s insurer. Tenant shall name Landlord and any mortgagee as additional insureds under said policy, In case of fire, extended coverage or special perils casualty, the proceeds of such insurance shall be first applied to the repair of any damage and the surplus paid to Landlord. Tenant shall procure and maintain during the Term of this Lease a policy of commercial general liability insurance having a combined single limit for bodily injury and property damage of not less than Three Million Dollars ($3,000,000.00), covering “occurrences” arising from or related to the use and occupancy of the Demised Premises by Tenant and its patients, employees, agents, contractors, guests and invitees, further insuring Tenant’s indemnification obligation hereunder, and naming Landlord and any mortgagee as additional insureds. At the end of each five (5) year period or term of this Lease, as the case may be, Tenant shall increase the amounts of such coverages of such liability insurance for the ensuing five (5) year period or term of this Lease, by an amount equal to the aggregate percentage increase in the U.S. Department of Labor, Bureau of Labor Statistics Consumer Price Index for all Urban Consumer, U.S. City Average, or any successor index (“CPI”) over the immediately preceding five (5) year period. Provided, that in the event an aggregate percentage decrease occurs in the CPI during any such immediately preceding five (5) year period, no adjustment in said coverage amounts shall be made and the amounts of such coverages in effect during such immediately preceding five (5) year period shall remain in effect during the ensuing five (5) year period or term. Provided, however, that the requirement of such coverage and the limits thereof as herein provided, do not limit or define Tenant’s obligation to indemnify Landlord hereunder nor limit the extent or amount of such obligation. In addition, Tenant shall maintain Professional Liability Insurance with respect to its operations on the Demised Premises, with such insurance covering Tenant for all services rendered on the Premises. Tenant’s Professional Liability Insurance shall provide for limits of not less than $1,000,000 per occurrence and $3,000,000 in the aggregate, per policy year. Tenant shall also maintain Fire Legal Liability insurance in the amount of $100,000. If and as permitted by the carriers for such coverages Tenant shall name Landlord and any mortgagee as additional insureds under said policies. Tenant shall furnish to Landlord upon request a certificate of insurance issued by the insurance carrier of each of the aforesaid policies of insurance. In the event Landlord obtains and carries income protection coverage pursuant to any policy or policies it maintains pertaining to the Demised Premises, Tenant shall reimburse Landlord the premium for such coverage, payable in monthly installments to be paid with Tenant’s payments of Base Rent, the charges for which shall be budgeted, assessed and billed in advance annually by Landlord and shall be subject to an annual adjustment based upon the actual costs thereof for each fiscal year ending December 31. Additionally, Tenant shall reimburse Landlord a lump sum amount for any increase in the actual costs over the amount billed by Landlord therefor, and Landlord shall refund to Tenant the amount of any decrease in the actual costs below such billed amount, at the end of each fiscal year ending December 31 for which such costs were budgeted, assessed and billed. Tenant shall also be liable and responsible for any and all other insurance required for or by its use of and operation in and upon the Demised Premises, and Tenant may also carry insurance on the contents of the Demised Premises as it may desire. Landlord shall indemnify, protect, defend and hold Tenant harmless from and against all liability, cost, expense, or damage (including, without limitation, attorneys fees) for bodily injury or property damage arising from: (i) the construction of the Demised Premises by Landlord, its contractors, agents or employees; or (ii) any defects in construction by Landlord, its contractors, agents or employees, or (iii) any failure by Landlord, its contractors, agents or employees to properly construct the Demised Premises in accordance with the approved project design of the said PM Construction, Inc. Tenant’s review and approval of any plans, specifications, or any other documents shall not relieve Landlord from Landlord’s obligations under the foregoing indemnification provision. Landlord shall procure and keep in effect from the execution date of this Lease until the completion of the Demised Premises, a Commercial General Liability insurance policy in the amount of Three Million Dollars ($3,000,000.00) per occurrence, insuring all of Landlord’s activities with respect to the Demised Premises, and a Builder’s Risk Insurance policy insuring the Demised Premises for the full replacement cost of the Demised Premises until completion. Landlord shall name Tenant as an additional insured under the Builder’s Risk Insurance policy and provide Tenant a certificate of such coverage upon request. Notwithstanding the foregoing provision, Tenant shall indemnify, defend, and hold Landlord harmless from any and all claims and damages (including reasonable attorneys’ fees and costs) arising from Tenant’s occupancy and/or use of the Demised Premises or the conduct of its business or from any activity, work, or thing done, permitted, or suffered by Tenant, in or about the Demised Premises or the access ways to and from the Demised Premises. Tenant shall further indemnify, defend, and hold Landlord harmless from any and all claims and damages (including reasonable attorneys’ fees and costs) arising from any breach or default in the terms of this Lease, or arising from any act, negligence, fault, or omission of Tenant or Tenant’s agents, employees, or invitees, and from and against any and all costs, reasonable attorneys’ fees, expenses, and liabilities incurred on or about such claim or any action or proceeding brought on such claim. In case any action or proceeding shall be brought against Landlord by reason of any such claim, Tenant, on notice from Landlord, shall defend Landlord at Tenant’s expense by counsel approved in writing by Landlord, to the extent or in the event such defense is not provided by applicable insurance coverage. Landlord shall indemnify, defend, and hold Tenant harmless from any and all claims and damages (including reasonable attorneys’ fees and costs) arising from any breach or default in the terms of this Lease, or arising from any act, negligence, fault, or omission of Landlord or Landlord’s agents, employees or contractors, and from and against any and all costs, reasonable attorneys’ fees, expenses and liabilities incurred on or about such claim or any action or proceeding brought on such claim. In case any action or proceeding shall be brought against Tenant by reason of any such claim, Landlord, on notice from Tenant, shall defend Tenant at Landlord’s expense by counsel approved in writing by Tenant, to the extent or in the event such defense is not provided by applicable insurance coverage.