LANDLORD'S LIEN To secure the payment of all Annual Fixed Rent and Additional Rent, and the performance of all other obligations hereunder, Tenant hereby grants to Landlord a first lien and security interest on the personal property listed on Exhibit D-2 (the "Secured Property"), and also upon all proceeds of any insurance that may accrue to Tenant by reason of the destruction or damage of the Secured Property. Tenant will not remove the Secured Property from the Premises without the prior written consent of Landlord, which consent shall not be unreasonably withheld; provided, however, that Tenant replaces such item(s) of Secured Property with replacement item(s) of equal or greater value and that any such removal does not change the character of the Premises as laboratory space nor have a detrimental effect on the value thereof. Tenant waives the benefit of all exemption laws in favor of this lien and security interest. Upon the occurrence of an Event of Default hereunder, this lien may be foreclosed with or without court proceedings by private or public sale, so long as Landlord gives Tenant at least ten (10) days notice of the time and place of such sale. Landlord will have the right to become the purchaser if it is the highest bidder at the sale. Contemporaneously with its execution of this Lease, and if requested by Landlord after such extension, Tenant will execute and deliver to Landlord Uniform Commercial Code financing statements in form and substance sufficient (upon proper filing) to perfect the security interest granted in this Section 11.10. If requested Landlord, Tenant will also execute and deliver to Landlord, within five (5) days of Landlord request, any Uniform Commercial Code continuation statements in form and substance sufficient to reflect any proper amendment of, modification in, or extension of the security interest granted in this Section 11.10. The parties hereto agree that this Lease constitutes a security agreement and that the recordation of a notice of this Lease shall constitute a fixture filing pursuant to and under the Massachusetts Uniform Commercial Code. The provisions of this Section 11.10 shall survive the expiration or earlier termination of this Lease.
LANDLORD'S LIABILITY If Landlord defaults under this Agreement and if, as a consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied against the right, title and interest of Landlord in the Shopping Center including, but not limited to, the rents, proceeds and profits derived therefrom as the same may then be constituted and encumbered, and Landlord shall not be liable for any deficiency. In no event shall Tenant have the right to levy execution against any property of Landlord other than its right, title and interest in the Shopping Center including, but not limited to, the rents, proceeds and profits derived therefrom. Upon any such uncured default by Landlord, Tenant may exercise any of its rights provided at law or in equity; provided, however: (a) Tenant shall have no right to offset or xxxxx rent in the event of any default by Landlord under this Agreement, except to the extent offset rights are specifically provided to Tenant in this Agreement; (b) Tenant shall have no right to terminate this Agreement unless determined by a court of competent jurisdiction under applicable law taking into account the nature of the breach; and (c) Tenant’s rights and remedies hereunder shall be limited to the extent this Agreement otherwise expressly limits Tenant’s rights or remedies. Notwithstanding anything contained in this Agreement to the contrary, the obligations of Landlord under this Agreement (including any actual or alleged breach or default by Landlord) do not constitute personal obligations of the individual partners, directors, officers, members or shareholders of Landlord or Landlord’s partners, and Tenant shall not seek recourse against the individual partners, directors, officers, members or shareholders of Landlord or against Landlord’s partners or any other persons or entities having any interest in Landlord, or any of their personal assets for satisfaction of any liability with respect to this Agreement. Notwithstanding anything contained in this Agreement to the contrary, in no event shall Landlord or any Landlord’s officers, trustees, directors, partners, beneficiaries, joint venturers, members, stockholders, or other principals or representatives, disclosed or undisclosed (and their respective successors and assigns) ever be liable pursuant to this Agreement for lost profits or consequential, speculative or punitive damages.