Common use of Non-Liability Clause in Contracts

Non-Liability. (a) Except for the negligence or wrongful acts of Landlord, its agents, contractors and employees, Landlord shall not be responsible or liable to Tenant for any loss or damage that may be occasioned by or through the acts or omissions of persons occupying adjoining premises or any part of the premises adjacent to or connected with the Premises or any part of the Building or for any loss or damage resulting to Tenant or his property from burst, stopped or leaking water, gas, sewer or steam pipes, or for any damage or loss of property within the Premises from any cause whatsoever, and no such occurrence shall be deemed to be an actual or constructive eviction from the Premises or result in an abatement of rental. (b) In the event of any sale or transfer (including any transfer by operation of law) of the Premises, Landlord (and any subsequent owner of the Premises making such a transfer) shall be relieved from any and all obligations and liabilities under this Lease, except such obligations and liabilities as shall have arisen during Landlord’s (or such subsequent owner’s) respective period of ownership, provided that the transferee assumes in writing all of the obligations of Landlord under this Lease. (c) If Landlord shall fail to perform any covenant, term or condition of this Lease upon Landlord’s part to be performed, and if as a consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only out of the proceeds of sale received upon execution of such judgment and levied thereon against the right, title and interest of Landlord in the Building and out of rents or other income from the Building receivable by Landlord, or out of the consideration received by Landlord from the sale or other disposition of all or any part of Landlord’s right, title and interest in the Building, and neither Landlord nor any of its partners shall be liable for any deficiency.

Non-Liability. Landlord and Landlord’s partners, agents, employees, officers and directors shall not be liable to Tenant or any other person or entity whomsoever for any damage to property caused by the Premises or other portions of the Property becoming out of repair or damaged, or by defect in or failure of equipment, pipes or wiring, or broken glass, or by the backing up of drains or by gas, water, steam, electricity or oil leaking, escaping or flowing into the Premises irrespective of the cause. To the extent Landlord would otherwise be required by Maryland law or common law to correct any latent or patent defects in the Premises or in the Building of which they form a part, any obligation on the part of Landlord to correct such latent or patent defects in the Premises or in the Building shall not extend beyond one (a1) Except year from the date the Premises are deemed Ready for Occupancy, whether or not such defects are discovered within such one (1) year period; provided that the other terms of this Lease shall in all events govern Landlord’s and Tenant’s respective responsibilities and monetary obligations in connection with the construction of initial leasehold improvements to the Premises, correction of “punch-list” items, and any subsequent repairs and maintenance to the Premises and the Building. Landlord and Landlord’s partners, agents, employees, officers and directors shall not be liable to Tenant or to Tenant’s employees, agents or visitors, or to any person or entity whomsoever, for injury to person or damage to or loss of property (i) occurring in, on or about the Premises, regardless of the cause, (ii) occurring within the Common Area, if caused by the negligence or wrongful acts misconduct of LandlordTenant, its officers, partners, employees, agents, contractors subtenants, licensees or concessionaires, (iii) arising out of the use of the Premises by Tenant and employeesthe conduct of its business therein, Landlord shall not be responsible (iv) arising out of any breach or liable to default by Tenant for any loss in the performance of its obligations hereunder, or damage that may be (v) occasioned by or through the acts or omissions of persons occupying adjoining premises or any part other tenants of the premises adjacent to Property or connected with the Premises or any part of the Building or for any loss or damage resulting to Tenant or his property from burst, stopped or leaking water, gas, sewer or steam pipes, or for any damage or loss of property within the Premises from any cause whatsoever, and no such occurrence shall be deemed to be an actual or constructive eviction from the Premises or result in an abatement of rental. (b) In the event of any sale other persons or transfer (including entities whomsoever, excepting only the negligence or willful misconduct of duly authorized employees and agents of Landlord to the extent the same is not covered under insurance Tenant is required to carry pursuant to Section 13.1, above; and, in any transfer by operation of law) such events, Tenant hereby agrees to indemnify Landlord and Landlord’s partners, agents, employees, officers and/or directors and hold each of the Premises, Landlord (and any subsequent owner of the Premises making such a transfer) shall be relieved them harmless from any and all obligations liability, loss, damage, claim, action or expense (including, without limitation, all court costs and liabilities under this Lease, except attorneys’ fees) arising out of such obligations and liabilities as shall have arisen during Landlord’s (damage or such subsequent owner’s) respective period of ownership, provided that the transferee assumes in writing all injury due to any of the obligations causes described above (other than those described in clause (v), above). The provisions of Landlord under this Lease. (c) If Landlord section shall fail to perform any covenant, term or condition survive the termination of this Lease upon with respect to any claims or liability attributable to acts, omissions, occurrences and/or conditions existing or occurring prior to such termination. In no event shall Landlord, or any of Landlord’s part partners, agents, employees, officers and directors, be liable to Tenant or any of its agents, employees, contractors, officers or directors for any lost profits or other loss suffered by Tenant, due to any interruption in Tenant’s business operation from the Premises, whether caused by the acts or omissions of Landlord, or its agents, employees, contractors, officers and/or directors, or by any other cause (other than Landlord’s intentional misconduct), it being acknowledged that Tenant is capable of obtaining business interruption insurance covering such loss(es) including a waiver of subrogation endorsement. . In the event (but solely to the extent) the limitations on Landlord’s liability set forth in this Lease would be held to be performedunenforceable or void under Maryland law in the absence of a modification holding the Landlord liable to Tenant or to another person for injury, loss, damage or liability arising from Landlord’s omission, fault, negligence or other misconduct on or about the Premises, or other areas of the Building appurtenant thereto or used in connection therewith and if not under Tenant’s exclusive control, then such provision shall be deemed modified as a consequence and to the extent (but solely to the extent) necessary to render such provision enforceable under applicable Maryland law. The foregoing shall not affect the application this Lease to limit the assets available for execution of such default, Tenant shall recover a money judgment any claim against Landlord, such judgment shall be satisfied only out of the proceeds of sale received upon execution of such judgment and levied thereon against the right, title and interest of Landlord in the Building and out of rents or other income from the Building receivable by Landlord, or out of the consideration received by Landlord from the sale or other disposition of all or any part of Landlord’s right, title and interest in the Building, and neither Landlord nor any of its partners shall be liable for any deficiencyotherwise.

Non-Liability. (a) Except for the negligence or wrongful acts of Landlord, its agents, contractors and employees, Landlord shall not be responsible or liable to Tenant for any damage to property of Resident or of others located on the Property, nor for the loss of or damage that may to any property of Resident or of others by theft or otherwise. Landlord shall not be occasioned by liable for any injury or through the acts damage to persons or omissions of persons occupying adjoining premises property resulting from fire, explosion, falling plaster, steam, gas, electricity, water, rain or snow or leaks from any part of the premises Property or from the pipes, appliances or plumbing works or from the roof, street or subsurface or from any other place or by dampness or by any other cause of whatsoever nature. Landlord shall not be liable for any such damage caused by other Residents or persons in the Property, occupants of adjacent to or connected with the Premises or any part property, of the Building buildings, or the public or caused by operations in construction of any private, public or quasi-public work. Landlord shall not be liable for any loss latent defect in the Property. All property of Resident kept or stored on the Property shall be so kept or stored at the risk of Resident only and Resident shall hold Landlord harmless from any claims arising out of damage resulting to Tenant or his property from burstthe same, stopped or leaking waterincluding subrogation claims by Resident’s insurance carrier. Resident acknowledges and agrees that Landlord and any of its parent corporations, gassubsidiaries, sewer or steam pipesofficers, directors, agents, representatives, employees, attorneys, or for other principals, shall not be personally liable under any damage of the terms and provisions of this Lease and in the event of any action brought by Resident or loss on behalf of property within Resident against any such parties to enforce their rights or remedies pursuant to the Premises terms and provision of this Lease any award, judgment, settlement or other compensation ordered or resulting from any cause whatsoever, such action or settlement shall be limited to Landlord’s interest in the Property and no such occurrence the value thereof. Nothing herein shall be deemed to be an actual or constructive eviction from the Premises or result in an abatement of rental. (b) In the event of any sale or transfer (including any transfer by operation of law) of the Premises, Landlord (and any subsequent owner of the Premises making such a transfer) shall be relieved from any and all obligations and liabilities under this Lease, except such obligations and liabilities as shall have arisen during Landlord’s (or such subsequent owner’s) respective period of ownership, provided that the transferee assumes in writing all of the obligations of Landlord under this Lease. (c) If Landlord shall fail to perform any covenant, term or condition of this Lease upon Landlord’s part to be performed, and if as a consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only out of the proceeds of sale received upon execution of such judgment and levied thereon against the right, title and interest of Landlord in the Building and out of rents or other income from the Building receivable by Landlord, or out of the consideration received by exonerate Landlord from the sale liability for its own negligence or other disposition of all or any part of Landlord’s right, title and interest in the Building, and neither to require Resident to indemnify Landlord nor any of its partners shall be liable for any deficiencywith respect thereto.

Non-Liability. (a) Except for the negligence or wrongful acts of Landlord, its agents, contractors and employees, Landlord shall not be responsible or liable to Tenant for any loss or damage that may be occasioned by or through the acts or omissions of persons occupying adjoining premises or any part of the premises adjacent to or connected with the Premises or any part of the Building or for any loss or damage resulting to Tenant or his property from burst, stopped or leaking water, gas, sewer or steam pipes, or for any damage or loss of property within the Premises from any cause whatsoeverwhatsoever or for any loss or damage resulting to Tenant or its property from theft or a failure of the security system in the Development, and then only if such damage or loss is not covered by Tenant’s insurance, and no such occurrence shall be deemed to be an actual or constructive eviction from the Premises or result in an abatement of rental. (b) In the event of any sale or transfer (including any transfer by operation of law) of the Premises, Landlord (and any subsequent owner of the Premises making such a transfer) shall be relieved from any and all obligations and liabilities under this Lease, except such obligations and liabilities as shall have arisen during Landlord’s (or such subsequent owner’s) respective period of ownership, provided that the transferee assumes in writing all of the obligations of Landlord under this Lease. (c) If Landlord shall fail to perform any covenant, term or condition of this Lease upon Landlord’s part to be performed, and if as a consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only out of the proceeds of sale received upon execution of such judgment and levied thereon against the right, title and interest of Landlord in the Building Development and out of rents rents, insurance proceeds, condemnation award or other income from the Building Development receivable by Landlord, or out of the consideration received by Landlord from the sale or other disposition of all or any part of Landlord’s right, title and interest in the BuildingDevelopment, and neither Landlord nor any of its partners partners, members, managers or shareholders shall be liable for any deficiency.

Non-Liability. (a) Except for the negligence or wrongful acts of Landlord, its agents, contractors and employees, Landlord shall not be responsible or liable to Tenant for any loss or damage that may be occasioned by or through the acts or omissions of persons occupying adjoining premises premises, if any, or any part of the premises adjacent to or connected with the Premises premises hereby leased or any part of the Building or for any loss or damage resulting to Tenant or his property from burst, stopped or leaking water, gas, sewer or steam pipes, or for any damage or loss of or property within the Demised Premises from any cause whatsoeverwhatsoever Notwithstanding any provisions of this Lease to the contrary, Tenant acknowledges and agrees that no such occurrence shall be deemed to be an actual or constructive eviction from the Premises or result in an abatement of rental. (b) In the event personal liability of any sale kind under any of the terms, conditions or transfer provisions of this Lease shall attach to the Landlord (including any transfer by operation of law) joint venturer of the Premisesjoint venture which is the Landlord hereunder or any leasing agent, Landlord (and broker or other agent or representative of Landlord) for the payment of any subsequent owner of the Premises making such a transfer) shall be relieved from any and all obligations and liabilities amounts payable under this LeaseLease or for the performance of any terms, except such obligations and liabilities as shall have arisen during Landlord’s (conditions or such subsequent owner’s) respective period of ownership, provided that the transferee assumes in writing all of the obligations of provisions required to be performed by Landlord under this Lease. (c) . If Landlord shall fail to perform any covenantterm, term condition or condition provision of this Lease upon Landlord’s part required to be performed, performed by Landlord and if as a consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only out of the proceeds of sale received upon execution and levy of such judgment and levied thereon against the right, title and interest of the Landlord in the Building and out building of rents or other income from which the Building receivable by Landlord, or out of the consideration received by Landlord from the sale or other disposition of all or any part of Landlord’s right, title and interest in the BuildingTenant's Demised Premises are a part, and neither Landlord nor any of its partners the joint venturers of the joint venture which is the Landlord hereunder shall be personally liable for any Such judgment or monetary deficiency.

Non-Liability. (a) Except for the negligence or wrongful acts of Landlord, its agents, contractors and employees, Landlord { TC \l2 "Section 8.5 Non-Liability"} The Issuer shall not be responsible obligated to pay the principal (or liable redemption price) of or interest on the Bonds, except from Trust Estate and other moneys and assets received by the Trustee on behalf of the Issuer pursuant to Tenant for any loss or damage that may be occasioned by or through this Loan Agreement. Neither the acts or omissions faith and credit nor the taxing power of persons occupying adjoining premises the State or any part political subdivision thereof, nor the faith and credit of the premises adjacent to or connected with the Premises Issuer or any part member is pledged to the payment of the Building or for any loss or damage resulting to Tenant or his property from burst, stopped or leaking water, gas, sewer or steam pipes, or for any damage or loss of property within the Premises from any cause whatsoever, and no such occurrence shall be deemed to be an actual or constructive eviction from the Premises or result in an abatement of rental. (b) In the event of any sale or transfer (including any transfer by operation of law) of the Premises, Landlord (and any subsequent owner of the Premises making such a transfer) shall be relieved from any and all obligations and liabilities under this Lease, except such obligations and liabilities as shall have arisen during Landlord’s principal (or such subsequent owner’sredemption price) respective period of ownership, provided that or interest on the transferee assumes in writing all of the obligations of Landlord under this Lease. (c) If Landlord Bonds. The Issuer shall fail to perform any covenant, term or condition of this Lease upon Landlord’s part to be performed, and if as a consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only out of the proceeds of sale received upon execution of such judgment and levied thereon against the right, title and interest of Landlord in the Building and out of rents or other income from the Building receivable by Landlord, or out of the consideration received by Landlord from the sale or other disposition of all or any part of Landlord’s right, title and interest in the Building, and neither Landlord nor any of its partners shall not be liable for any deficiencycosts, expenses, losses, damages, claims or actions, of any conceivable kind on any conceivable theory, under or by reason of or in connection with this Loan Agreement, the Bonds or the Indenture, except only to the extent amounts are received for the payment thereof from the Borrower under this Loan Agreement. The Borrower hereby acknowledges that the Issuer’s sole source of moneys to repay the Bonds will be provided by payments made by the Borrower pursuant to this Loan Agreement and the receipt of other Issuer Revenues, together with investment income on certain funds and accounts held by the Trustee under the Indenture, and hereby agrees that if the payments to be made hereunder shall ever prove insufficient to pay all principal (or redemption price) and interest on the Bonds as the same shall become due (whether by maturity, redemption, acceleration or otherwise), then upon notice from the Trustee, the Borrower shall pay such amounts as are required from time to time to prevent any deficiency or default in the payment of such principal (or redemption price) or interest, including, but not limited to, any deficiency caused by acts, omissions, nonfeasance or malfeasance on the part of the Trustee, the Borrower, the Issuer or any third party, subject to any right of reimbursement from the Trustee, the Issuer or any such third party, as the case may be, therefor. Section 8.6 Binding Effect.{ TC \l2 "Section 8.6 Binding Effect" } This Loan Agreement shall inure to the benefit of and shall be binding in accordance with its terms upon the Issuer, the Borrower and their respective permitted successors and assigns provided that this Loan Agreement may not be assigned by the Borrower (except in connection with a sale or transfer of assets pursuant to Section 5.2 hereof) and may not be assigned by the Issuer except to the Trustee pursuant to the Indenture or as otherwise may be necessary to enforce or secure payment of Bond Debt Service Charges. This Loan Agreement may be enforced only by the parties, their assignees and others who may, by law, stand in their respective places.

Non-Liability. (a) Except for the negligence or wrongful acts of Landlord, its agents, contractors and employees, Landlord shall not be responsible or liable to Tenant for any loss or damage that may be occasioned by or through the acts or omissions of persons occupying adjoining premises or any part of the premises adjacent to or connected with the Premises or any part of the Building or for any loss or damage resulting to Tenant or his property from burst, stopped or leaking water, gas, sewer or steam pipes, or for any damage or loss of property within the Premises from any cause whatsoeverwhatsoever or for any loss or damage resulting to Tenant or its property from theft or a failure of the security system in the Building, and then only if such damage or loss is not covered by Tenant’s insurance, and no such occurrence shall be deemed to be an actual or constructive eviction from the Premises or result in an abatement of rental. (b) In the event of any sale or transfer (including any transfer by operation of law) of the Premises, Landlord (and any subsequent owner of the Premises making such a transfer) shall be relieved from any and all obligations and liabilities under this Lease, except such obligations and liabilities as shall have arisen during Landlord’s (or such subsequent owner’s) respective period of ownership, provided that the transferee assumes in writing all of the obligations of Landlord under this Lease. (c) If Landlord shall fail to perform any covenant, term or condition of this Lease upon Landlord’s part to be performed, and if as a consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only out of the proceeds of sale received upon execution of such judgment and levied thereon against the right, title and interest of Landlord in the Building and out of rents rents, insurance proceeds, condemnation award or other income from the Building receivable by Landlord, or out of the consideration received by Landlord from the sale or other disposition of all or any part of Landlord’s right, title and interest in the Building, and neither Landlord nor any of its partners partners, members, managers or shareholders shall be liable for any deficiency.

Non-Liability. Neither Landlord nor Landlord's agents, officers, directors, shareholders, partners or principals (adisclosed or undisclosed) Except shall be liable to Tenant or Tenant's agents, employees, contractors, invitees or licensees or any other occupant of the Demised Premises for, and Tenant shall save Landlord, the lessor under any underlying lease, any mortgagee of the Demised Premises and their respective agents, employees, contractors, officers, directors, shareholders, partners and principals (disclosed or undisclosed) harmless from any loss, cost, liability, claim, damage, expense (including reasonable attorneys' fees and disbursements), penalty or fine incurred in connection with or arising from any injury to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any of Tenant's property or of the property of any other person, irrespective of the cause of such injury, damage or loss (including the acts or negligence of any tenant or of any owners or occupants of adjacent or neighboring property or caused by operations in construction of any private, public or quasi-public work) or from any latent or patent defects in the Demised Premises, except to the extent due to the gross negligence or willful misconduct of Landlord or Landlord's agents, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incidental to the reasonable use of the Demised Premises for the purposes herein permitted will be brought upon or be kept in the Demised Premises; provided, however, that even if due to any such gross negligence or wrongful acts willful misconduct of Landlord or Landlord, its 's agents, contractors Tenant waives, to the full extent permitted by law, any claim for consequential damages in connection therewith and employees, Landlord and Landlord's agents shall not be responsible or liable liable, to Tenant the extent of Tenant's insurance coverage, for any loss or damage that may be occasioned by to any person or through property even if due to the acts or omissions of persons occupying adjoining premises or any part of the premises adjacent to or connected with the Premises or any part of the Building or for any loss or damage resulting to Tenant or his property from burst, stopped or leaking water, gas, sewer or steam pipes, or for any damage or loss of property within the Premises from any cause whatsoever, and no such occurrence shall be deemed to be an actual or constructive eviction from the Premises or result in an abatement of rental. (b) In the event of any sale or transfer (including any transfer by operation of law) of the Premises, Landlord (and any subsequent owner of the Premises making such a transfer) shall be relieved from any and all obligations and liabilities under this Lease, except such obligations and liabilities as shall have arisen during Landlord’s (or such subsequent owner’s) respective period of ownership, provided that the transferee assumes in writing all of the obligations negligence of Landlord under this Leaseor Landlord's agents. (c) If Landlord shall fail to perform any covenant, term or condition of this Lease upon Landlord’s part to be performed, and if as a consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only out of the proceeds of sale received upon execution of such judgment and levied thereon against the right, title and interest of Landlord in the Building and out of rents or other income from the Building receivable by Landlord, or out of the consideration received by Landlord from the sale or other disposition of all or any part of Landlord’s right, title and interest in the Building, and neither Landlord nor any of its partners shall be liable for any deficiency.

Non-Liability. (a) Except Excepting for the willful misconduct or gross negligence or wrongful acts of Landlord, its agents, contractors and employees, Landlord shall not be responsible liable to Tenant in any manner whatsoever for failure or delay in furnishing any service provided for in this Lease, and no such failure or delay to furnish any service or services by Landlord shall be an actual or constructive eviction of Tenant nor shall any such event operate to relieve Tenant from the prompt and punctual performance of each and all of the covenants to be performed herein by Tenant; nor shall Landlord be liable to Tenant for damage to person or property caused by defects in the cooling, heating, electric, water, elevator or other apparatus or systems or by water discharged from sprinkler systems, if any, in the Building, nor shall Landlord be liable to Tenant for the theft, or loss of any loss or damage that may be occasioned by or through the acts or omissions property of persons occupying adjoining premises or any part of the premises adjacent to or connected with Tenant whether from the Premises or any part of the Building Project or property adjoining the Project. Landlord agrees to make reasonable efforts to protect Tenant from interference or disturbance of third persons including other tenants; provided, however, Landlord shall not be liable for any loss such interference or damage resulting to disturbance whether caused by another tenant or tenants or Landlord or other person, nor shall Tenant or his property from burst, stopped or leaking water, gas, sewer or steam pipes, or for any damage or loss of property within the Premises from any cause whatsoever, and no such occurrence shall be deemed to be an actual or constructive eviction from the Premises or result in an abatement of rental. (b) In the event of any sale or transfer (including any transfer by operation of law) of the Premises, Landlord (and any subsequent owner of the Premises making such a transfer) shall be relieved from any and all obligations and liabilities obligation under this LeaseLease because of such interference, except such obligations and liabilities as shall have arisen during Landlord’s (disturbance or such subsequent owner’s) respective period of ownershipbreach. Notwithstanding anything in this Section 9 to the contrary, provided that the transferee assumes in writing all of the obligations of Landlord under this Lease. (c) If Landlord shall fail not be liable to perform Tenant for any covenant, term claims resulting from the negligence or condition willful misconduct of this Lease upon Landlord’s part to be performed, and if as a consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only out of the proceeds of sale received upon execution of such judgment and levied thereon against the rightits agents, title and interest of Landlord in the Building and out of rents or other income from the Building receivable by Landlordemployees, representatives, or out contractors to the extent such claims are covered by the types of the consideration received by Landlord from the sale or other disposition of all or any part of Landlord’s right, title and interest in the Building, and neither Landlord nor any of its partners shall be liable for any deficiencyinsurance Tenant is to maintain pursuant to Section 14.

Non-Liability. (a) Except Landlord, except for Landlord’s intentional or negligent acts, shall not be liable for any damage to property of Tenant or of others located on the leased premises, nor for the negligence loss of or wrongful acts damage to any property of Tenant or of others by theft or otherwise. Landlord shall not be liable for any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water, rain or snow or leaks from any part of the leased premises or from the pipes, appliances, or plumbing works or from the roof, street or sub-surface or from any other place or by dampness or by any other cause of whatever nature, except for Landlord’s intentional or negligent acts. Landlord shall not be liable for any such damage caused by other tenants or persons in the leased premises, its agentsoccupants of adjacent property, contractors and employeesof the entire building, or the public or caused by operations in construction of any private, public or quasi-public work. Landlord shall not be responsible or liable to Tenant for any loss or damage that may be occasioned by or through defects in the acts or omissions portions of persons occupying adjoining premises or any the building which forms a part of the leased premises. All property of Tenant kept or stored on the leased premises adjacent shall be so kept or stored at the risk of Tenant only and Tenant shall hold Landlord harmless from any claims arising out of damage to the same, including subrogation claims by Tenant’s insurance carrier, unless such damage shall be caused by the willful act or connected with the Premises or any part negligence of the Building or for any loss or damage resulting to Tenant or his property from burst, stopped or leaking water, gas, sewer or steam pipes, or for any damage or loss of property within the Premises from any cause whatsoever, and no such occurrence shall be deemed to be an actual or constructive eviction from the Premises or result in an abatement of rental. (b) In the event of any sale or transfer (including any transfer by operation of law) of the Premises, Landlord (and any subsequent owner of the Premises making such a transfer) shall be relieved from any and all obligations and liabilities under this Lease, except such obligations and liabilities as shall have arisen during Landlord’s (or such subsequent owner’s) respective period of ownership, provided that the transferee assumes in writing all of the obligations of Landlord under this Lease. (c) If Landlord shall fail to perform any covenant, term or condition of this Lease upon Landlord’s part to be performed, and if as a consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only out of the proceeds of sale received upon execution of such judgment and levied thereon against the right, title and interest of Landlord in the Building and out of rents or other income from the Building receivable by Landlord, or out of the consideration received by Landlord from the sale or other disposition of all or any part of Landlord’s right, title and interest in the Building, and neither Landlord nor any of its partners shall be liable for any deficiency.

Non-Liability. Landlord shall not be liable to Tenant or any other person or entity for any damage, injury, loss, or claim based on or arising out of any cause whatsoever, including the following: repair to any portion of the Premises or the Building; interruption in the use of the Premises or the Building or any equipment therein; any accident or damage resulting from any use or operation (a) Except for the negligence or wrongful acts of by Landlord, its agentsTenant, contractors or any other person or entity) of elevators or heating, cooling, electrical, sewage or plumbing equipment or apparatus; termination of this Lease by reason of damage to the Premises or the Building; any fire, robbery, theft, vandalism, mysterious disappearance or any other casualty; actions of any other tenant of the Building or of any other person or entity; failure or inability to furnish any service specified in this Lease; and employeesleakage in any part of the Premises or the Building from water, rain, ice or snow that may leak into, or flow from, any part of the Premises or the Building, or from drains, pipes or plumbing fixtures in the Premises or the Building. If any condition exists which may be the basis of a claim of constructive eviction, then Tenant shall give Landlord written notice thereof and a reasonable opportunity to correct such condition, and in the interim Tenant shall not claim that it has been constructively evicted or is entitled to a rent abatement. Any property placed by Tenant or any agent of Tenant in or about the Premises or the Building shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. Any person receiving an article delivered for Tenant shall be acting as Tenant’s agent for such purpose and not as Landlord’s agent. For purposes of this Section, the term “Building” shall be deemed to include the Real Property. Notwithstanding the foregoing provisions of this Section, Landlord shall not be responsible or liable released from liability to Tenant for any loss physical injury to any natural person caused by the negligence or damage that may be occasioned by willful misconduct of Landlord or through the acts or omissions of persons occupying adjoining premises or any part of the premises adjacent to or connected with the Premises or any part of the Building or for any loss or damage resulting to Tenant or his property from burst, stopped or leaking water, gas, sewer or steam pipes, or for any damage or loss of property within the Premises from any cause whatsoever, and no such occurrence shall be deemed to be an actual or constructive eviction from the Premises or result in an abatement of rental. (b) In the event of any sale or transfer (including any transfer by operation of law) of the Premises, Landlord (and any subsequent owner of the Premises making such a transfer) shall be relieved from any and all obligations and liabilities under this Lease, except such obligations and liabilities as shall have arisen during Landlord’s representatives to the extent such injury is not covered by insurance either carried by Tenant (or such subsequent owner’sperson) respective period of ownership, provided that the transferee assumes in writing all of the obligations of Landlord under this Lease. (c) If Landlord shall fail to perform any covenant, term or condition of required by this Lease upon Landlord’s part to be performedcarried by Tenant; provided, and if as a consequence of such defaulthowever, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only out of the proceeds of sale received upon execution of such judgment and levied thereon against the right, title and interest of Landlord in the Building and out of rents or other income from the Building receivable by Landlord, or out of the consideration received by Landlord from the sale or other disposition of all or any part of Landlord’s right, title and interest in the Building, and that neither Landlord nor any of its partners Landlord’s representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall under any circumstances be liable for any deficiencyexemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Lease.

Non-Liability. (a) Except for to the extent of Landlord's negligence or wrongful acts willful misconduct not otherwise waived pursuant to SECTION 9.2 above or any other provision of this Lease, none of Landlord, its agentsAgent, contractors any other managing Agent, or their respective affiliates, owners, partners, directors, officers, agents and employees, Landlord employees shall not be responsible or liable to Tenant for any loss, injury, or damage, to Tenant or to any other person, or to its or their property, irrespective of the cause of such injury, damage or loss. Further, except to the extent of Landlord's negligence or willful misconduct not otherwise waived pursuant to SECTION 9.2 above or any other provision of this Lease, none of Landlord, Agent, any other managing agent, or their respective partners, directors, officers, agents and employees shall be liable (a) for any damage caused by other tenants or persons in, upon or about the Property, or caused by operations in construction of any public or quasi-public work; (b) with respect to matters for which Landlord is liable, for consequential or indirect damages purportedly arising out of any loss of use of the Premises or any equipment or facilities therein by Tenant or any person claiming through or under Tenant; (c) any latent defect in the Premises or the Property; (d) injury or damage to person or property caused by fire, or theft, or resulting from the operation of heating or air conditioning or lighting apparatus, or from falling plaster, or from steam, gas, electricity, water, rain, snow, ice; or dampness, that may be occasioned by leak or through the acts or omissions of persons occupying adjoining premises or flow from any part of the premises adjacent to Property, or connected with from the Premises pipes, appliances or any part plumbing work of the Building same. Notwithstanding the foregoing, nothing contained in this SECTION 16.1 shall override (or for any loss or damage resulting to Tenant or his property from burst, stopped or leaking water, gas, sewer or steam pipes, or for any damage or loss of property within the Premises from any cause whatsoever, and no such occurrence shall be deemed to be an actual or constructive eviction from override) the Premises or result waivers contained in an abatement of rentalSECTION 9.2 above. (b) In the event of any sale or transfer (including any transfer by operation of law) of the Premises, Landlord (and any subsequent owner of the Premises making such a transfer) shall be relieved from any and all obligations and liabilities under this Lease, except such obligations and liabilities as shall have arisen during Landlord’s (or such subsequent owner’s) respective period of ownership, provided that the transferee assumes in writing all of the obligations of Landlord under this Lease. (c) If Landlord shall fail to perform any covenant, term or condition of this Lease upon Landlord’s part to be performed, and if as a consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only out of the proceeds of sale received upon execution of such judgment and levied thereon against the right, title and interest of Landlord in the Building and out of rents or other income from the Building receivable by Landlord, or out of the consideration received by Landlord from the sale or other disposition of all or any part of Landlord’s right, title and interest in the Building, and neither Landlord nor any of its partners shall be liable for any deficiency.

Non-Liability. (a) Except for the negligence or wrongful acts of Landlord, its agents, contractors If and employees, Landlord when Mortgagee shall not be responsible or liable to Tenant for any loss or damage that may be occasioned by or through the acts or omissions of persons occupying adjoining premises or any part take possession of the premises adjacent Property or a receiver shall be appointed therefor, or, if Mortgagee or another purchaser shall become the owner of the Property by reason of a foreclosure, deed in lieu of foreclosure or otherwise (Mortgagee or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in clauses (x) and (y) of Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall, notwithstanding any provision to or connected the contrary therein contained, continue in full force and effect as a direct lease between Purchaser and Tenant, and Purchaser shall be subject to the provisions of the Lease with the Premises same force and effect as if the Lease was a direct lease between Purchaser and Tenant, provided that in no event shall Purchaser or any part of the Building its successors or for any loss assigns, unless such Mortgagee or damage resulting to Tenant its successors or his property from burstassigns shall be an entity which controls, stopped or leaking water, gas, sewer or steam pipesis controlled by, or is under common control with Landlord (‘control’ for any damage or loss purposes of property within the Premises from any cause whatsoever, and no such occurrence this Agreement shall be deemed to be an actual mean ownership of more than 50% of the outstanding voting stock of a corporation or constructive eviction from other majority equity and control interest if such Person is not a corporation), be: (a) liable for any previous act, omission or negligence of any prior landlord under the Premises Lease (including, without limitation, Landlord) or result in an abatement the failure or default of rental.any prior landlord (including, without limitation, Landlord) to comply with any of its obligations under the Lease except to the extent such act, omission, negligence, failure or default accrues and continues after the date that Purchaser succeeds to the interest of Landlord under the Lease and Purchaser shall have received written notice of such act, omission, negligence, failure or default and has had a reasonable opportunity to cure the same, all subject to the terms and conditions of the Lease; or (b) In subject to any defenses, offsets or counterclaims that Tenant may have against any prior landlord (including, without limitation, Landlord) which accrued prior to the event of any sale or transfer (including any transfer by operation of law) of date upon which Purchaser shall become the Premises, Landlord (and any subsequent owner of the Premises making such Property in connection with a transfer) shall be relieved from any and all obligations and liabilities under this Lease, except such obligations and liabilities as shall have arisen during Landlord’s (or such subsequent owner’s) respective period of ownership, provided that the transferee assumes in writing all of the obligations of default by Landlord under this Lease.thereunder,; or (c) If Landlord shall fail to perform bound by any covenant, term payment of base rent or condition additional rent that Tenant might have made more than one month in advance of this Lease upon Landlord’s part to be performed, and if as a consequence the due date of such default, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only out of payment unless the proceeds of sale received upon execution of such judgment and levied thereon against prepayment was expressly approved in writing by the right, title and interest of Landlord Mortgagee; or (d) bound by any action listed in the Building and out of rents or other income from the Building receivable by Landlord, or out of the consideration received by Landlord from the sale or other disposition of all or any part of LandlordSection 4 below made without Mortgagee’s right, title and interest in the Building, and neither Landlord nor any of its partners shall be prior written consent; or (e) liable for any deficiencybrokerage commissions or costs, expenses or liabilities in connection therewith; or (f) liable for any monies on deposit with Landlord to the credit of Tenant except to the extent received by Mortgagee.

Non-Liability. (a) Except Landlord shall not be liable for any loss or damage to any property of Tenant or any others located in the Premises and/or any other portion of the Building, by theft or otherwise, irrespective of the cause of such damage or loss, unless due to the gross negligence or wrongful acts of Landlord, its agents, contractors and employees. Without limiting the terms of the immediately preceding sentence, Landlord shall not be responsible or liable to Tenant and/or anyone else for any loss loss, costs, fines, causes of action, or damage that may be occasioned by or through (1) the negligence, omissions or other acts of Tenant, other tenants or omissions occupants, and/or any other persons or entities and/or (ii) any operations in the construction of persons occupying adjoining premises any private, public or quasi-public work. Landlord shall not be liable for any damage to Tenant, any of Tenant's property, the Premises, and/or any other property, and/or injury or death to any persons, resulting from fire, explosion, falling plaster, sprinklers, steam, gas, electricity, water, rain or leaks from any part of the premises adjacent to Premises, the Building and/or elsewhere or connected with from the pipes, appliances, or plumbing works and/or any bursting thereof or from the roof, ceiling, street, or subsurface or from any other place or by dampness or by any other cause of whatsoever nature. Without limiting any other terms of the Complete Lease, Landlord shall not be liable for latent defects in construction of the Premises and/or any of the Building. Notwithstanding anything contained in the Complete Lease to the contrary, in no event shall Landlord be liable for any incidental or consequential damages. In no event shall Landlord be liable for any part interruption or failure in the supply of any utility or other service to the Premises and/or the Building. Landlord shall have no obligation to provide any security whatsoever for the Premises and/or the Building, and Landlord shall not be liable for any personal injuries, property damage, theft and/or other damage or loss occurring on or about the Premises, the real property on which the Building is located, the common areas, parking! areas, and/or any other portions of the Building or for any loss or damage resulting to Tenant or his property from burstand/or related on and off-site facilities, stopped or leaking water, gas, sewer or steam pipes, or and Landlord shall not be liable for any damage or loss of any nature whatsoever to, or any theft of, automobiles or other vehicles located within such parking areas and/or other facilities or any contents therein, while in or about the same. Landlord has no liability for providing and/or discontinuing any security whatsoever and if Landlord provides security, no liability for personal injuries, property within the Premises from damage, theft and/or other damage or loss shall arise in any cause whatsoeverevent upon so providing such security and Landlord may, in its absolute discretion, without incurring any liability by reason thereof, discontinue same at any time. The terms and no such occurrence conditions of this paragraph 59 shall be deemed to be an actual survive a termination or constructive eviction from the Premises or result in an abatement of rental. (b) In the event of any sale or transfer (including any transfer by operation of law) expiration of the Premises, Landlord (and Complete Lease and/or any subsequent owner of the Premises making such a transfer) shall be relieved from any and all obligations and liabilities under this Lease, except such obligations and liabilities as shall have arisen during Landlord’s (or such subsequent owner’s) respective period of ownership, provided that the transferee assumes in writing all of the obligations of Landlord under this Leaseother event. (c) If Landlord shall fail to perform any covenant, term or condition of this Lease upon Landlord’s part to be performed, and if as a consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only out of the proceeds of sale received upon execution of such judgment and levied thereon against the right, title and interest of Landlord in the Building and out of rents or other income from the Building receivable by Landlord, or out of the consideration received by Landlord from the sale or other disposition of all or any part of Landlord’s right, title and interest in the Building, and neither Landlord nor any of its partners shall be liable for any deficiency.

Non-Liability. (a) Except 11.1. Landlord or its agents shall not be liable for any damage to property of Tenant or of others entrusted to employees of the Building, nor for loss of or damage to any property of Tenant by theft or otherwise, nor for any injury or damage to persons or property resulting from any cause of whatsoever nature, unless caused by or due to the negligence or wrongful acts willful misconduct of Landlord, its agents, contractors and employeesemployees or contractors. Landlord or its agents will not be liable for any such damage caused by other tenants or persons in, upon or about the Building or caused by operations in construction of any private, public or quasi-public work. If at any time any windows of the Demised Premises are temporarily closed, darkened or bricked up (or permanently closed, darkened or bricked up, if required by law) for any reason whatsoever including, but not limited to, Lxxxxxxx’s own acts, (a) Landlord shall not be responsible or liable to Tenant for any loss or damage that may be occasioned by or through the acts or omissions of persons occupying adjoining premises or any part of the premises adjacent to or connected with the Premises or any part of the Building or for any loss or damage resulting to Tenant or his property from burst, stopped or leaking water, gas, sewer or steam pipes, or for any damage or loss of property within the Premises from any cause whatsoever, Tenant may sustain thereby and no such occurrence shall be deemed to be an actual or constructive eviction from the Premises or result in an abatement of rental. (b) In Tenant shall not be entitled to any compensation therefor nor abatement or diminution of Minimum Rent, Adjusted Minimum Rent or any additional rent or other charges payable by Tenant hereunder, nor shall the event same release Tenant from any of its obligations hereunder or constitute an eviction. Except to the extent caused by the negligence or willful misconduct of Landlord, its agents, employees or contractors, Tenant shall indemnify and save harmless Landlord and Landlord’s shareholders, partners, officers, directors, employees and agents (collectively, the “Landlord Indemnified Parties”) against and from all third-party liabilities, obligations, damages, penalties, claims, costs and expenses including, without limitation, reasonable attorneys’ fees, paid, suffered or incurred by any of the Landlord Indemnified Parties as a result of any sale breach by Txxxxx, Tenant’s agents, contractors, employees, invitees, or transfer (including licensees, of any transfer by operation covenant or condition of law) this Lease, or the act, omission, carelessness, negligence or willful misconduct of Tenant, Tenant’s agents, contractors, employees, invitees or licensees. Tenant’s liability under this Lease extends to the acts and omissions of any assignee, sub-tenant, and any agent, contractor, employee, invitee or licensee of any assignee and/or sub-tenant of Tenant. In case any action or proceeding is brought against any of the PremisesLandlord Indemnified Parties by reason of any such claim, Tenant, upon written notice from Landlord, will at Tenant’s expense resist or defend such action or proceeding by counsel approved by Landlord (and any subsequent owner of in writing, such approval not to be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the Premises making such a transfer) shall be relieved from any and all obligations and liabilities under contrary contained in this Lease, except such with respect to Tenant’s obligations and liabilities as pursuant to Article XLIV below (“Holding Over”), in no event shall have arisen during Landlord’s (either party be liable to the other for indirect, consequential, special, exemplary, incidental or such subsequent owner’s) respective period of ownership, provided that the transferee assumes in writing all of the obligations of Landlord under punitive damages arising from or relating to this Lease. (c) If Landlord shall fail to perform any covenant, term or condition of this Lease upon Landlord’s part to be performed, and if as a consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only out of the proceeds of sale received upon execution of such judgment and levied thereon against the right, title and interest of Landlord in the Building and out of rents or other income from the Building receivable by Landlord, or out of the consideration received by Landlord from the sale or other disposition of all or any part of Landlord’s right, title and interest in the Building, and neither Landlord nor any of its partners shall be liable for any deficiency.

Non-Liability. Landlord and Landlord’s partners, agents, employees, officers and directors shall not be liable to Tenant or any other person or entity whomsoever for any damage to property caused by the Premises or other portions of the Property becoming out of repair or damaged, or by defect in or failure of equipment, pipes or wiring, or broken glass, or by the backing up of drains or by gas, water, steam, electricity or oil leaking, escaping or flowing into the Premises irrespective of the cause. To the extent Landlord would otherwise be required by Maryland law or common law to correct any latent or patent defects in the Premises or in the Building of which they form a part, any obligation on the part of Landlord to correct such latent or patent defects in the Premises or in the Building shall not extend beyond one (a1) Except year from the date the Premises are deemed Ready for Occupancy, whether or not such defects are discovered within such one (1) year period; provided that the other terms of this Lease shall in all events govern Landlord’s and Tenant’s respective responsibilities and monetary obligations in connection with the construction of initial leasehold improvements to the Premises, correction of “punch-list” items, and any subsequent repairs and maintenance to the Premises and the Building. Landlord and Landlord’s partners, agents, employees, officers and directors shall not be liable to Tenant or to Tenant’s employees, agents or visitors, or to any person or entity whomsoever, for injury to person or damage to or loss of property (i) occurring in, on or about the Premises, regardless of the cause, (ii) occurring within the Common Area, if caused by the negligence or wrongful acts misconduct of LandlordTenant, its officers, partners, employees, agents, contractors subtenants, licensees or concessionaires, (iii) arising out of the use of the Premises by Tenant and employeesthe conduct of its business therein, Landlord shall not be responsible (iv) arising out of any breach or liable to default by Tenant for any loss in the performance of its obligations hereunder, or damage that may be (v) occasioned by or through the acts or omissions of persons occupying adjoining premises or any part other tenants of the premises adjacent to Property or connected with the Premises or any part of the Building or for any loss or damage resulting to Tenant or his property from burst, stopped or leaking water, gas, sewer or steam pipes, or for any damage or loss of property within the Premises from any cause whatsoever, and no such occurrence shall be deemed to be an actual or constructive eviction from the Premises or result in an abatement of rental. (b) In the event of any sale other persons or transfer (including entities whomsoever, excepting only the negligence or willful misconduct of duly authorized employees and agents of Landlord to the extent the same is not covered under insurance Tenant is required to carry pursuant to Section 13.1, above; and, in any transfer by operation of law) such events, Tenant hereby agrees to indemnify Landlord and Landlord’s partners, agents, employees, officers and/or directors and hold each of the Premises, Landlord (and any subsequent owner of the Premises making such a transfer) shall be relieved them harmless from any and all obligations liability, loss, damage, claim, action or expense (including, without limitation, all court costs and liabilities under this Lease, except attorneys’ fees) arising out of such obligations and liabilities as shall have arisen during Landlord’s (damage or such subsequent owner’s) respective period of ownership, provided that the transferee assumes in writing all injury due to any of the obligations causes described above (other than those described in clause (v), above). The provisions of Landlord under this Lease. (c) If Landlord section shall fail to perform any covenant, term or condition survive the termination of this Lease upon with respect to any claims or liability attributable to acts, omissions, occurrences and/or conditions existing or occurring prior to such termination. In no event shall Landlord, or any of Landlord’s part partners, agents, employees, officers and directors, be liable to Tenant or any of its agents, employees, contractors, officers or directors for any lost profits or other loss suffered by Tenant, due to any interruption in Tenant’s business operation from the Premises, whether caused by the acts or omissions of Landlord, or its agents, employees, contractors, officers and/or directors, or by any other cause (other than Landlord’s intentional misconduct), it being acknowledged that Tenant is capable of obtaining business interruption insurance covering such loss(es) including a waiver of subrogation endorsement. .. In the event (but solely to the extent) the limitations on Landlord’s liability set forth in this Lease would be held to be performedunenforceable or void under Maryland law in the absence of a modification holding the Landlord liable to Tenant or to another person for injury, loss, damage or liability arising from Landlord’s omission, fault, negligence or other misconduct on or about the Premises, or other areas of the Building appurtenant thereto or used in connection therewith and if not under Tenant’s exclusive control, then such provision shall be deemed modified as a consequence and to the extent (but solely to the extent) necessary to render such provision enforceable under applicable Maryland law. The foregoing shall not affect the application this Lease to limit the assets available for execution of such default, Tenant shall recover a money judgment any claim against Landlord, such judgment shall be satisfied only out of the proceeds of sale received upon execution of such judgment and levied thereon against the right, title and interest of Landlord in the Building and out of rents or other income from the Building receivable by Landlord, or out of the consideration received by Landlord from the sale or other disposition of all or any part of Landlord’s right, title and interest in the Building, and neither Landlord nor any of its partners shall be liable for any deficiencyotherwise.

Non-Liability. (a) Except for the Landlord's negligence or wrongful acts of Landlord, its agents, contractors and employeesas herein set forth, Landlord shall not be responsible or liable to Tenant for any loss or damage that may be occasioned by or through the acts or omissions of persons occupying adjoining premises or any part of the premises adjacent to or connected with the Premises or any part of the Building or for any loss or damage resulting to Tenant or his property from burst, stopped or leaking water, gas, sewer or steam pipes, or for any damage or loss of property within the Premises from any cause whatsoeverliable, and no such occurrence shall be deemed to be an actual or constructive eviction from the Premises or result in an abatement of rental. (b) In the event of any sale or transfer (including any transfer by operation of law) of the Premises, Landlord (and any subsequent owner of the Premises making such a transfer) shall be relieved from Tenant hereby waives any and all obligations claims for personal injury and liabilities property damage of any kind, including but not limited to theft, fire damage, collision damage, vandalism and damage of any kind to any automobile of Tenant or its agents or employees while entering, leaving or parked under this Leaseagreement at any time either during normal building business hours or otherwise. Further, except such obligations under no circumstances shall Landlord be liable, and liabilities as Tenant hereby waives any and all claims for theft, vandalism or damage of any kind to any equipment installed in any automobile including but not limited to stereos, radios, tape decks, compact disc players, CB radios and television sets, nor for any packages, clothing, briefcases (and the contents thereof or any other articles left in any automobile, whether in the passenger compartment, the trunk, the glove compartment or elsewhere. Landlord shall only have arisen during limited and specific responsibility for any injuries or damages caused by the negligence of Landlord’s (, its agents and employees while acting within the scope of their employment under this agreement. Landlord shall not be liable to Tenant, in damages or such subsequent owner’s) respective period of ownershipotherwise, provided that nor shall the transferee assumes Landlord be deemed in writing all default hereunder because of the obligations Tenant's inability to park the automobile(s) as hereinabove contemplated, due to force majeure, strikes, lockouts or other labor troubles, riots, war, insurrection, failure of Landlord under this Lease. (c) If Landlord shall fail any public utility to perform furnish service, accidents, insufficient vacant parking area, or any covenant, term other similar or condition dissimilar causes beyond the control of this Lease upon the Landlord’s part to be performed, and if as a consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment . There shall be satisfied only out of the proceeds of sale received upon execution of such judgment and levied thereon against the right, title and interest of Landlord in the Building and out of rents no reduction or other income from the Building receivable by Landlord, or out abatement of the consideration received payable hereunder by Landlord from the sale reason of any such failure or other disposition of all or any part of Landlord’s right, title and interest in the Building, and neither Landlord nor any of its partners occurrence. There shall be liable no abatement of consideration for any deficiencyvacations or holidays.

Non-Liability. (a) Except for the negligence or wrongful acts of Landlord, its agents, contractors and employees, Landlord shall not be responsible or liable to Tenant for any loss or damage damage, that may be maybe occasioned by or through the acts or omissions of persons occupying adjoining premises premises, if any, or any part pan of the premises adjacent to or connected with the Premises premises hereby leased or any part of the Building or for any loss or damage resulting to Tenant or his property from burst, stopped or leaking water, gas, sewer sower or steam pipes, or for any damage or loss of or property within the Demised Premises from any cause whatsoever. Notwithstanding any provisions of this Lease to the contrary, Tenant acknowledges and agrees that no such occurrence shall be deemed to be an actual or constructive eviction from the Premises or result in an abatement of rental. (b) In the event personal liability of any sale kind under any of the terms, conditions or transfer provisions of this Lease shall attach to the Landlord (including any transfer by operation of law) joint venturer of the Premisesjoint venture which is the Landlord hereunder or any leasing agent, Landlord (and broker or other agent or representative of Landlord) for the payment of any subsequent owner of the Premises making such a transfer) shall be relieved from any and all obligations and liabilities amounts payable under this LeaseLease or for the performance of any terms, except such obligations and liabilities as shall have arisen during Landlord’s (conditions or such subsequent owner’s) respective period of ownership, provided that the transferee assumes in writing all of the obligations of provisions required to be performed by Landlord under this Lease. (c) . If Landlord shall fail fall to perform any covenantterm, term condition or condition provision of this Lease upon Landlord’s part required to be performed, performed by Landlord and if as a consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only out of the proceeds of sale received upon execution and levy of such judgment and levied thereon against the right, title and interest of the Landlord in the Building and out building of rents or other income from which the Building receivable by Landlord, or out of the consideration received by Landlord from the sale or other disposition of all or any part of Landlord’s right, title and interest in the BuildingTenant's Demised Premises are a part, and neither Landlord nor any of its partners the joint venturers of the joint venture which is the Landlord hereunder shall be personally liable for any Such judgment or monetary deficiency.

Non-Liability. (a) Except Landlord shall not be liable for any loss or damage to any property of Tenant or any others located in the Premises and/or any other portion of the Building, by theft or otherwise, irrespective of the cause of such damage or loss, unless due to the gross negligence or wrongful acts of Landlord, its agents, contractors and employees. Without limiting the terms of the immediately preceding sentence, Landlord shall not be responsible or liable to Tenant and/or anyone else for any loss loss, costs, fines, causes of action, or damage that may be occasioned by or through (i) the negligence, omissions or other acts of Tenant, other tenants or omissions occupants, and/or any other persons or entities and/or (ii) any operations in the construction of persons occupying adjoining premises any private, public or quasi-public work. Landlord shall not be liable for any damage to Tenant, any of Tenant’s property, the Premises, and/or any other property, and/or injury or death to any persons, resulting from fire, explosion, falling plaster, sprinklers, steam, gas, electricity, water, rain or leaks from any part of the premises adjacent to Premises, the Building and/or elsewhere or connected with from the pipes, appliances, or plumbing works and/or any bursting thereof or from the roof, ceiling, street, or subsurface or from any other place or by dampness or by any other cause of whatsoever nature. Without limiting any other terms of the Complete Lease, Landlord shall not be liable for latent defects in construction of the Premises and/or any of the Building. Notwithstanding anything contained in the Complete Lease to the contrary, in no event shall Landlord be liable for any incidental or consequential damages. In no event shall Landlord be liable for any part interruption or failure in the supply of any utility or other service to the Premises and/or the Building. Landlord shall have no obligation to provide any security whatsoever for the Premises and/or the Building, and Landlord shall not be liable for any personal injuries, property damage, theft and/or other damage or loss occurring on or about the Premises, the real property on which the Building is located, the common areas, parking areas, and/or any other portions of the Building or for any loss or damage resulting to Tenant or his property from burstand/or related on and off-site facilities, stopped or leaking water, gas, sewer or steam pipes, or and Landlord shall not be liable for any damage or loss of any nature whatsoever to, or any theft of, automobiles or other vehicles located within such parking areas and/or other facilities or any contents therein, while in or about the same. Landlord has no liability for providing and/or discontinuing any security whatsoever and if Landlord provides security, no liability for personal injuries, property within the Premises from damage, theft and/or other damage or loss shall arise in any cause whatsoeverevent upon so providing such security and Landlord may, in its absolute discretion, without incurring any liability by reason thereof, discontinue same at any time. The terms and no such occurrence conditions of this paragraph 56 shall be deemed to be an actual survive a termination or constructive eviction from the Premises or result in an abatement of rental. (b) In the event of any sale or transfer (including any transfer by operation of law) expiration of the Premises, Landlord (and Complete Lease and/or any subsequent owner of the Premises making such a transfer) shall be relieved from any and all obligations and liabilities under this Lease, except such obligations and liabilities as shall have arisen during Landlord’s (or such subsequent owner’s) respective period of ownership, provided that the transferee assumes in writing all of the obligations of Landlord under this Leaseother event. (c) If Landlord shall fail to perform any covenant, term or condition of this Lease upon Landlord’s part to be performed, and if as a consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only out of the proceeds of sale received upon execution of such judgment and levied thereon against the right, title and interest of Landlord in the Building and out of rents or other income from the Building receivable by Landlord, or out of the consideration received by Landlord from the sale or other disposition of all or any part of Landlord’s right, title and interest in the Building, and neither Landlord nor any of its partners shall be liable for any deficiency.

Non-Liability. (a) Except 21.01. Neither Landlord nor any partner, joint venturer, director, officer, agent, servant or employee of Landlord shall be liable to Tenant for any loss, injury or damage to Tenant or to any other Person, or to its or their property, irrespective of the cause of such injury, damage or loss, unless caused by or resulting from the negligence or wrongful acts of Landlord, its agents, contractors and servants or employees in the operation or maintenance of the Land or Building without contributory negligence on the part of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors. Further, neither Landlord nor any partner, joint venturer, director, officer, agent, servant or employee of Landlord shall not be responsible or liable to Tenant (a) for any such damage caused by other tenants or Persons in, upon or about the Land or Building, or caused by operations in construction of any private, public or quasi-public work; or (b) even if negligent, for consequential damages arising out of any loss or damage that may be occasioned by or through the acts or omissions of persons occupying adjoining premises or any part use of the premises adjacent to or connected with the Demised Premises or any part of the Building equipment or for any loss or damage resulting to facilities therein by Tenant or his property from burst, stopped any Person claiming through or leaking water, gas, sewer or steam pipes, or for any damage or loss of property within the Premises from any cause whatsoever, and no such occurrence shall be deemed to be an actual or constructive eviction from the Premises or result in an abatement of rentalunder Tenant. 21.02. Notwithstanding any provision to the contrary, Tenant shall look solely to the estate and property of Landlord in and to the Land and Building (bor the proceeds received by Landlord on a sale of such estate and property but not the proceeds of any financing or refinancing thereof) In in the event of any sale claim against Landlord arising out of or transfer (including any transfer by operation of law) of the Premises, Landlord (and any subsequent owner of the Premises making such a transfer) shall be relieved from any and all obligations and liabilities under in connection with this Lease, except the relationship of Landlord and Tenant or Tenant's use of the Demised Premises or the Common Areas, and Tenant agrees that the liability of Landlord arising out of or in connection with this Lease, the relationship of Landlord and Tenant or Tenant's use of the Demised Premises or the Common Areas shall be limited to such obligations estate and liabilities as shall have arisen during Landlord’s property of Landlord (or such subsequent owner’ssale proceeds). No other properties or assets of Landlord or any partner, joint venturer, director, officer, agent, servant or employee of Landlord shall be subject to levy, execution or other enforcement procedures for the satisfaction of any judgement (or other judicial process) respective period or for the satisfaction of ownershipany other remedy of Tenant arising out of, provided that or in connection with, this Lease, the transferee assumes in writing all relationship of Landlord and Tenant or Tenant's use of the obligations of Landlord under this Lease. (c) If Landlord shall fail to perform any covenant, term Demised Premises or condition of this Lease upon Landlord’s part to be performed, the Common Areas and if as Tenant shall acquire a consequence of such defaultlien on or interest in any other properties or assets by judgment or otherwise, Tenant shall recover a money judgment against promptly release such lien on or interest in such other properties and assets by executing, acknowledging and delivering to Landlord an instrument to that effect prepared by Landlord, 's attorneys. Tenant hereby waives the right of specific performance and any other remedy allowed in equity if specific performance or such judgment shall be satisfied only out of the proceeds of sale received upon execution of such judgment and levied thereon against the right, title and interest other remedy could result in any liability of Landlord in for the Building and out payment of rents or other income from the Building receivable by Landlordmoney to Tenant, or out to any court or governmental authority (by way of the consideration received by Landlord from the sale fines or other disposition of all otherwise) for Landlord's failure or refusal to observe a judicial decree or determination, or to any part of Landlord’s right, title and interest in the Building, and neither Landlord nor any of its partners shall be liable for any deficiencythird party.

Non-Liability. Neither Landlord nor Landlord's agents, officers, directors, shareholders, partners or principals (adisclosed or undisclosed) Except shall be liable to Tenant or Tenant's agents, employees, contractors, invitees or licensees or any other occupant of the Premises, and Tenant shall save Landlord, any mortgagee of the Building and/or the land on which the Building is located (the "Land; the Land and the Building, collectively, the "Real Property") and their respective agents, employees, contractors, officers, directors, shareholders, partners and principals (disclosed or undisclosed) harmless from any loss, cost, liability, claim, damage, expense (including reasonable attorneys' fees and disbursements), penalty or fine incurred in connection with or arising from any injury to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any of Tenant's property or of the property of any other person, irrespective of the cause of such injury damage or loss (including the acts or negligence of any tenant or of any owners or occupants of adjacent or neighboring property or caused by operations in construction of any private, public or quasi-public work) unless due to the negligence of Landlord or Landlord's agents without contributory negligence on the part of Tenant, its employees, agents, contractors, invitees or licensees, it being understood that no property, other than such as might normally be brought upon or kept in the Premises as incidental to the reasonable use of the Premises for the purposes herein permitted will be brought upon or be kept in the Premises; provided, however; that even if due to any such negligence of Landlord or wrongful acts of Landlord, its 's agents, contractors Tenant waives, to the full extent permitted by law, any claim for consequential or punitive damages in connection therewith and employees, Landlord and Landlord's agents shall not be responsible or liable liable, to Tenant the extent of Tenant's insurance coverage, for any loss or damage that may to any person or property even if due to the negligence of Landlord or Landlord's agents. Any Building employee to whom any property shall be occasioned entrusted by or through the acts or omissions on behalf of persons occupying adjoining premises or any part of the premises adjacent to or connected with the Premises or any part of the Building or for any loss or damage resulting to Tenant or his property from burst, stopped or leaking water, gas, sewer or steam pipes, or for any damage or loss of property within the Premises from any cause whatsoever, and no such occurrence shall be deemed to be an actual or constructive eviction from the Premises or result in an abatement of rental. (b) In the event of any sale or transfer (including any transfer by operation of law) of the Premises, Landlord (and any subsequent owner of the Premises making acting as Tenant's agent with respect to such a transfer) shall be relieved from any and all obligations and liabilities under this Lease, except such obligations and liabilities as shall have arisen during Landlord’s (or such subsequent owner’s) respective period of ownership, provided that the transferee assumes in writing all of the obligations of Landlord under this Lease. (c) If Landlord shall fail to perform any covenant, term or condition of this Lease upon Landlord’s part to be performed, and if as a consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only out of the proceeds of sale received upon execution of such judgment and levied thereon against the right, title and interest of Landlord in the Building and out of rents or other income from the Building receivable by Landlord, or out of the consideration received by Landlord from the sale or other disposition of all or any part of Landlord’s right, title and interest in the Building, property and neither Landlord nor any of its partners Landlord's agents shall be liable for any deficiencyloss of or damage to any such property by theft or otherwise.

Non-Liability. (a) Except Landlord, except for Landlord's intentional or negligent acts, shall not be liable for any damage to property of Tenant or of others located on the leased premises, nor for the negligence loss of or wrongful damage to any property of Tenant or of others by theft or otherwise. Landlord shall not be liable for any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water, rain or snow or leaks from any part of the leased premises or from the pipes, appliances, or plumbing works or from the roof, street or sub-surface or from any other place or by dampness or by any other cause of whatever nature, except for Landlord's intentional or negligent acts or due to Landlord's breach of Landlordany obligation set forth in this Lease. Landlord shall not be liable for any such damage caused by other tenants or persons in the leased premises, its agentsoccupants of adjacent property, contractors and employeesof the entire building, or the public or caused by operations in construction of any private, public or quasi-public work. Landlord shall not be responsible or liable to Tenant for any loss or damage that may be occasioned by or through latent defects in the acts or omissions portions of persons occupying adjoining premises or any the building which forms a part of the leased premises. All property of Tenant kept or stored on the leased premises adjacent shall be so kept or stored at the risk of Tenant only and Tenant shall hold Landlord harmless from any claims arising out of damage to the same, including subrogation claims by Tenant's insurance carrier, unless such damage shall be caused by the willful act or connected gross negligence of Landlord. The obligations of Tenant under this Lease shall not be affected, impaired or excused, and Landlord shall have no liability whatsoever to Tenant, with the Premises respect to any act, event or circumstance arising out of (a) Landlord's failure to fulfill, or delay in fulfilling any of its obligations under this Lease by reason of labor dispute, governmental preemption of property in connection with a public emergency or shortages of fuel, supplies, or labor, or any part of the Building other cause, whether similar or for any loss dissimilar, beyond Landlord's reasonable control; or damage resulting to Tenant or his property from burst, stopped or leaking water, gas, sewer or steam pipes, or for any damage or loss of property within the Premises from any cause whatsoever, and no such occurrence shall be deemed to be an actual or constructive eviction from the Premises or result in an abatement of rental. (b) In any failure or defect in the event supply, quantity or character of utilities furnished to the leased premises, or by reason of any sale requirement, act or transfer (including omission of any transfer by operation of law) of public utility or others serving the PremisesProperty, Landlord (and any subsequent owner of the Premises making such a transfer) shall be relieved from any and all obligations and liabilities under this Lease, except such obligations and liabilities as shall have arisen during beyond Landlord’s (or such subsequent owner’s) respective period of ownership, provided that the transferee assumes in writing all of the obligations of Landlord under this Lease's reasonable control. (c) If Landlord shall fail to perform any covenant, term or condition of this Lease upon Landlord’s part to be performed, and if as a consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only out of the proceeds of sale received upon execution of such judgment and levied thereon against the right, title and interest of Landlord in the Building and out of rents or other income from the Building receivable by Landlord, or out of the consideration received by Landlord from the sale or other disposition of all or any part of Landlord’s right, title and interest in the Building, and neither Landlord nor any of its partners shall be liable for any deficiency.

Non-Liability. Landlord shall not be liable to Tenant or any other person or entity for any damage, injury, loss, or claim based on or arising out of any cause whatsoever, including the following: repair to any portion of the Premises or the Building; interruption in the use of the Premises or the Building or any equipment therein; any accident or damage resulting from any use or operation (a) Except for the negligence or wrongful acts of by Landlord, its agentsTenant, contractors or any other person or entity) of elevators or heating, cooling, electrical, sewage or plumbing equipment or apparatus; termination of this Lease by reason of damage to the Premises or the Building; any fire, robbery, theft, vandalism, mysterious disappearance or any other casualty; actions of any other tenant of the Building or of any other person or entity; failure or inability to furnish any service specified in this Lease; and employeesleakage in any part of the Premises or the Building from water, rain, ice or snow that may leak into, or flow from, any part of the Premises or the Building, or from drains, pipes or plumbing fixtures in the Premises or the Building. If any condition exists which may be the basis of a claim of constructive eviction, then Tenant shall give Landlord written notice thereof and a reasonable opportunity to correct such condition, and in the interim Tenant shall not claim that it has been constructively evicted or is entitled to a rent abatement. Any property placed by Tenant or any agent of Tenant in or about the Premises or the Building shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. Any person receiving an article delivered for Tenant shall be acting as Xxxxxx’s agent for such purpose and not as Xxxxxxxx’s agent. For purposes of this Section, the term “Building” shall be deemed to include the Real Property. Notwithstanding the foregoing provisions of this Section, Landlord shall not be responsible or liable released from liability to Tenant for any loss physical injury to any natural person caused by the negligence or damage that may be occasioned by willful misconduct of Landlord or through the acts or omissions of persons occupying adjoining premises or any part of the premises adjacent to or connected with the Premises or any part of the Building or for any loss or damage resulting to Tenant or his property from burst, stopped or leaking water, gas, sewer or steam pipes, or for any damage or loss of property within the Premises from any cause whatsoever, and no such occurrence shall be deemed to be an actual or constructive eviction from the Premises or result in an abatement of rental. (b) In the event of any sale or transfer (including any transfer by operation of law) of the Premises, Landlord (and any subsequent owner of the Premises making such a transfer) shall be relieved from any and all obligations and liabilities under this Lease, except such obligations and liabilities as shall have arisen during Landlord’s representatives to the extent such injury is not covered by insurance either carried by Tenant (or such subsequent owner’sperson) respective period of ownership, provided that the transferee assumes in writing all of the obligations of Landlord under this Lease. (c) If Landlord shall fail to perform any covenant, term or condition of required by this Lease upon Landlord’s part to be performed, and if as a consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only out of the proceeds of sale received upon execution of such judgment and levied thereon against the right, title and interest of Landlord in the Building and out of rents or other income from the Building receivable carried by Landlord, or out of the consideration received by Landlord from the sale or other disposition of all or any part of Landlord’s right, title and interest in the Building, and neither Landlord nor any of its partners shall be liable for any deficiencyTenant.

Non-Liability. Neither Landlord nor Landlord's agents, officers, directors, shareholders, partners or principals (adisclosed or undisclosed) Except shall be liable to Tenant or Tenant's agents, employees, contractors, invitees or licensees or any other occupant of the Premises, and Tenant shall save Landlord, any mortgagee of the Building and/or the land on which the Building is located (the "Land"; the Land and the Building, collectively, the "Real Property") and their respective agents, employees, contractors, officers, directors, shareholders, partners and principals (disclosed or undisclosed)harmless from any loss, costs, liability, claim, damage, expense (including reasonable attorneys' fees and disbursements), penalty or fine incurred in connection with or arising from any injury to Tenant or to any other person or for any damage to, or loss (by theft or otherwise)of, any Tenant's property or of the property of any other person, irrespective of the cause of such injury damage or loss (including the acts or negligence of any tenant or of any owners or occupants of adjacent or neighboring property or caused by operations in construction of any private, public or quasi-public work) unless due to the negligence of Landlord or Landlord's agents without contributory negligence on the part of Tenant, its employees, agents, contractors, invitees or licensees, it being understood that no property, other than such as might normally be brought upon or kept in the Premises as incidental to the reasonable use of the Premises for the purposes herein permitted will be brought upon or be kept in the Premises; to the extent of the limit of liability of tenant insurance as outlined below paragraph 44 herein, that even if due to any such negligence of Landlord or wrongful acts of Landlord, its 's agents, contractors Tenant waives, to the full extent permitted by law, any claim for consequential damages in connection therewith and employees, Landlord and Landlord's agents shall not be responsible or liable liable, to the extent of Tenant s insurance coverage, for any loss or damage that may to any person or property even if due to the negligence of Landlord or Landlord's agents. Any Building employee to whom any property shall be occasioned entrusted by or through the acts or omissions on behalf of persons occupying adjoining premises or any part of the premises adjacent to or connected with the Premises or any part of the Building or for any loss or damage resulting to Tenant or his property from burst, stopped or leaking water, gas, sewer or steam pipes, or for any damage or loss of property within the Premises from any cause whatsoever, and no such occurrence shall be deemed to be an actual or constructive eviction from the Premises or result in an abatement of rental. (b) In the event of any sale or transfer (including any transfer by operation of law) of the Premises, Landlord (and any subsequent owner of the Premises making acting as Tenant's agent with respect to such a transfer) shall be relieved from any and all obligations and liabilities under this Lease, except such obligations and liabilities as shall have arisen during Landlord’s (or such subsequent owner’s) respective period of ownership, provided that the transferee assumes in writing all of the obligations of Landlord under this Lease. (c) If Landlord shall fail to perform any covenant, term or condition of this Lease upon Landlord’s part to be performed, and if as a consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only out of the proceeds of sale received upon execution of such judgment and levied thereon against the right, title and interest of Landlord in the Building and out of rents or other income from the Building receivable by Landlord, or out of the consideration received by Landlord from the sale or other disposition of all or any part of Landlord’s right, title and interest in the Building, property and neither Landlord nor any of its partners Landlord's agents shall be liable for any deficiencyloss of or damage to any such property by theft or otherwise.

Non-Liability. (a) Except for the negligence or wrongful acts of Landlord, its agents, contractors If and employees, Landlord when Mortgagee shall not be responsible or liable to Tenant for any loss or damage that may be occasioned by or through the acts or omissions of persons occupying adjoining premises or any part of the premises adjacent to or connected with the Premises or any part take possession of the Building or a receiver shall be appointed therefor, or, if Mortgagee or another purchaser shall become the owner of the Port Authority Ground Lease and/or Building by reason of a foreclosure, deed in lieu of foreclosure or otherwise (or such Mortgagee or purchaser shall realize on its collateral under other documents securing the indebtedness secured by the Mortgage), the Lease shall, notwithstanding any provision to the contrary therein contained, continue in full force and effect as a direct lease between Mortgagee (which term, for any loss or damage resulting to Tenant or his property from burstthe purposes of this Agreement, stopped or leaking water, gas, sewer or steam pipes, or for any damage or loss of property within the Premises from any cause whatsoever, and no such occurrence shall be deemed to include such purchaser) and Tenant, and Mortgagee shall be subject to the provisions of the Lease with the same force and effect as if the Lease was a direct lease between Mortgagee and Tenant, provided that in no event shall Mortgagee or its successors or assigns (unless such Mortgagee or its successors or assigns shall be an actual Affiliate (as defined in the Lease) of Landlord) be: (a) liable for any previous act, omission or constructive eviction from negligence of any prior landlord under the Premises Lease (including, without limitation, Landlord) or result in an abatement the failure or default of rental.any prior landlord (including, without limitation, Landlord) to comply with any of its obligations under the Lease except to the extent such act, omission, negligence, failure or default continues after the date that Mortgagee succeeds to the interest of Landlord under the Lease; or (b) In subject to any defenses (except (i) defenses against Mortgagee for actions occurring after Mortgagee succeeds to the event interest of Landlord under the Lease and (ii) defenses which Tenant might have to claims that accrued and that relate solely to a period prior to the date on which Mortgagee succeeded to the interest of Landlord under the Lease and then only to the extent the related prior claim is pursued by Mortgagee), offsets (except with respect to (x) any sale or transfer offsets (including any transfer by operation i) expressly provided in the Lease which accrue with respect to periods after Mortgagee has succeeded to the interest of lawLandlord under the Lease and (ii) that Tenant may have against Landlord with respect to Landlord’s failure to make payments to Tenant with respect to Landlord’s Contribution (as defined in the Lease) and Tenant’s costs and expenses in connection with self-help remedies with respect to Landlord’s Work (as defined in the Lease) [SUBCLAUSE (ii) APPLICABLE TO ANY FINANCING UNTIL THE OBLIGATIONS UNDER SUBCLAUSE (ii) HAVE BEEN SATISFIED] and (iii) the credit that Tenant is entitled to under Section 1.1(c) of the Premises, Landlord Lease or (and any subsequent owner of y) credits that Tenant may have against additional rent as specifically set forth in the Premises making such a transferLease) shall be relieved from any and all obligations and liabilities under this Lease, or counterclaims (except such obligations and liabilities as shall have arisen during Landlord’s (or such subsequent owner’si) respective period of ownership, provided counterclaims against Mortgagee that arise after Mortgagee succeeds to the transferee assumes in writing all of the obligations interest of Landlord under this Lease.the Lease and (ii) counterclaims which Tenant might have to claims that accrued and that relate solely to a period prior to the date on which Mortgagee succeeded to the interest of Landlord under the Lease and then only to the extent the related prior claim is pursued by Mortgagee) that Tenant may have against any prior landlord (including, without limitation, Landlord); or (c) If Landlord shall fail subject to perform subsection 3(i) below, bound by any covenant, term payment of fixed rent or condition additional rent that Tenant might have made more than one month in advance of this Lease upon Landlord’s part to be performed, and if as a consequence the due date of such defaultpayment unless (i) the prepayment was expressly approved in writing by the Mortgagee or (ii) the Lease requires payments covering intervals greater than one month; or (d) bound by any covenant of any prior landlord (including, without limitation, Landlord) to undertake or complete the initial construction of any portion of the Premises or the Building or any capital improvements therein in order to prepare the same for Tenant’s initial occupancy, provided that if Mortgagee (i) elects (at its sole option) to complete the Building in accordance with the Lease, the Lease (and Tenant’s rights and obligations thereunder) shall not be terminated for breach by Landlord of a covenant to complete the Building or (ii) elects not to complete the Premises, the Building or any capital improvements therein in accordance with the Lease, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only out of the proceeds of sale received upon execution of such judgment and levied thereon against the right, title and interest of Landlord permitted to exercise any applicable right specifically set forth in the Building and out of rents or other income from the Building receivable by Landlord, or out of the consideration received by Landlord from the sale or other disposition of all or any part of Landlord’s right, title and interest in the Building, and neither Landlord nor any of its partners shall be liable for any deficiency.Lease; or

Non-Liability. (a) Except for the negligence or wrongful acts of Landlord, its agents, contractors If and employees, Landlord when Mortgagee shall not be responsible or liable to Tenant for any loss or damage that may be occasioned by or through the acts or omissions of persons occupying adjoining premises or any part of the premises adjacent to or connected with the Premises or any part take possession of the Building or a receiver shall be appointed therefor, or, if Mortgagee or another purchaser shall become the owner of the Port Authority Ground Lease and/or Building by reason of a foreclosure, deed in lieu of foreclosure or otherwise, the Lease shall, notwithstanding any provision to the contrary therein contained, continue in full force and effect as a direct lease between Mortgagee (which term, for any loss or damage resulting to Tenant or his property from burstthe purposes of this Agreement, stopped or leaking water, gas, sewer or steam pipes, or for any damage or loss of property within the Premises from any cause whatsoever, and no such occurrence shall be deemed to include such purchaser) and Tenant, and Mortgagee shall be subject to the provisions of the Lease with the same force and effect as if the Lease was a direct lease between Mortgagee and Tenant, provided that in no event shall Mortgagee or its successors or assigns (unless such Mortgagee or its successors or assigns shall be an actual Affiliate (as defined in the Lease) of Landlord) be: (a) liable for any previous act, omission or constructive eviction from negligence of any prior landlord under the Premises Lease (including, without limitation, Landlord) or result in an abatement the failure or default of rental.any prior landlord (including, without limitation, Landlord) to comply with any of its obligations under the Lease except to the extent such act, omission, negligence, failure or default continues after the date that Mortgagee succeeds to the interest of Landlord under the Lease; or (b) In subject to any defenses (except (i) defenses against Mortgagee for actions occurring after Mortgagee succeeds to the event of any sale or transfer (including any transfer by operation of law) of the Premises, Landlord (and any subsequent owner of the Premises making such a transfer) shall be relieved from any and all obligations and liabilities under this Lease, except such obligations and liabilities as shall have arisen during Landlord’s (or such subsequent owner’s) respective period of ownership, provided that the transferee assumes in writing all of the obligations interest of Landlord under this the Lease and (ii) defenses which Tenant might have to claims that accrued and that relate solely to a period prior to the date on which Mortgagee succeeded to the interest of Landlord under the Lease and then only to the extent the related prior claim is pursued by Mortgagee), offsets (except with respect to (x) any offsets (i) expressly provided in the Lease which accrue with respect to periods after Mortgagee has succeeded to the interest of Landlord under the Lease and (ii) that Tenant may have against Landlord with respect to Landlord’s failure to make payments to Tenant with respect to Landlord’s Contribution (as defined in the Lease.) and Tenant’s costs and expenses in connection with self-help remedies with respect to Landlord’s Work (as defined in the Lease) [SUBCLAUSE (ii) APPLICABLE TO ANY FINANCING UNTIL THE OBLIGATIONS UNDER SUBCLAUSE (ii) HAVE BEEN SATISFIED] or (y) credits that Tenant may have against additional rent as specifically set forth in Sections [ ] of the Lease) or counterclaims (except (i) counterclaims against Mortgagee that arise after Mortgagee succeeds to the interest of Landlord under the Lease and (ii) counterclaims which Tenant might have to claims that accrued and that relate solely to a period prior to the date on which Mortgagee succeeded to the interest of Landlord under the Lease and then only to the extent the related prior claim is pursued by Mortgagee) that Tenant may have against any prior landlord (including, without limitation, Landlord); or (c) If subject to subsection 3(i) below, bound by any payment of fixed rent or additional rent that Tenant might have made more than one month in advance of the due date of such payment unless (i) the prepayment was expressly approved in writing by the Mortgagee or (ii) the Lease requires payments covering intervals greater than one month; or (d) bound by any covenant of any prior landlord (including, without limitation, Landlord) to undertake or complete the initial construction of any portion of the Premises or the Building or any capital improvements therein in order to prepare the same for Tenant’s initial occupancy (except with respect to construction or capital improvements for Tenant’s initial occupancy the cost of which has been reserved for from funds available to the Mortgagee, which the Mortgagee agrees to undertake or complete), provided that if Mortgagee (i) completes the Building in accordance with the Lease, the Lease (and Tenant’s rights and obligations thereunder) shall not be terminated for breach by Landlord of a covenant to complete the Building or (ii) if Mortgagee is not required to and elects not to complete the Premises, the Building or any capital improvements therein in accordance with the Lease, Tenant shall fail be permitted to exercise any applicable termination right specifically set forth in the Lease; or (e) bound by any obligation to make any payment to Tenant (except for Landlord’s Contribution as defined in the Lease, provided such sums have been reserved for from funds available to the Mortgagee), or to perform any covenant, term or condition of this other landlord work obligations; or (f) bound by any action listed in Section 4 below made without Mortgagee’s prior written consent; or (g) liable to Tenant beyond Mortgagee’s interest in the Port Authority Ground Lease upon Landlord’s part to be performed, and if as a consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only out of the proceeds of sale received upon execution of such judgment and levied thereon against the right, title and interest of Landlord in the Building and out the rents, income, receipts, revenues, issues and profits arising therefrom, it being agreed that Tenant shall have no recourse to any other assets of rents or other income from the Building receivable by Landlord, or out of the consideration received by Landlord from the sale or other disposition of all or any part of Landlord’s right, title and interest in the Building, and neither Landlord nor any of its partners shall be Mortgagee; or (h) liable for any deficiencybrokerage commissions or costs, expenses or liabilities in connection with the Lease; or (i) subject to subsection 3(c) above, liable for any monies on deposit with Landlord to the credit of Tenant except to the extent turned over to Mortgagee.

Non-Liability. (a) Except for the negligence or wrongful acts of Neither Landlord nor Landlord, its 's agents, contractors and employeesor employees shall be liable for any damage to property entrusted to them, their employees or to the Building personnel, or for the loss of any property by theft, breach of Building security or otherwise. If at any time during the Term, any Building windows become obstructed or darkened temporarily for any reason whatsoever, including, but not limited to Landlord's 40 49 own acts, or permanently due to the application of any Requirements, Landlord shall not be responsible or liable to Tenant for any loss or damage that may be occasioned by or through the acts or omissions of persons occupying adjoining premises or any part of the premises adjacent to or connected with the Premises or any part of the Building or for any loss or damage resulting to Tenant or his property from burst, stopped or leaking water, gas, sewer or steam pipes, or for any damage that Tenant may sustain thereby and Tenant shall not be entitled to any compensation or loss abatement of property within the Premises rent or release from any cause whatsoever, and no such occurrence shall be deemed to be an actual or constructive eviction from the Premises or result in an abatement of rental. (b) In the event of any sale or transfer (including any transfer by operation of law) of the Premises, Landlord (and any subsequent owner of the Premises making such a transfer) shall be relieved from any and all obligations and liabilities under this Lease, except such obligations and liabilities as shall have arisen during Landlord’s (or such subsequent owner’s) respective period of ownership, provided that the transferee assumes in writing all of the obligations of Tenant hereunder caused directly or indirectly by such obstruction, shadowing or darkening. Landlord shall diligently seek to eliminate the condition causing the obstruction or darkening. If, despite Landlord's diligent effort, it reasonably appears that such obstruction or darkening is "permanent," (i.e., of indefinite and long-term duration) Tenant shall have the right to terminate this Lease as to the ground floor of the Premises if such permanent obstruction or darkening affects not less than thirty percent (30%) of the area of the ground floor exterior windows, such termination to take effect sixty (60) days after written notice by Tenant to Landlord of its election to so terminate based upon such obstruction or darkening. Upon such termination, the Premises shall be reduced, Base Rent for the ground floor shall be abated in the manner provided herein with respect to partial termination for casualty and the parties' rights and obligations with respect to the space as to which the Lease is so terminated shall cease except with respect to rights and obligations that have accrued prior to the date of termination and obligations that are required to be performed under this Lease. (c) If Landlord Lease after termination. Such right of partial Lease termination shall fail to perform any covenant, term or condition of this Lease upon Landlord’s part to be performed, and if as a consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only out of the proceeds of sale received upon execution of such judgment and levied thereon against the right, title and interest of Landlord in the Building and out of rents or other income from the Building receivable by Landlord, or out of the consideration received by Landlord from the sale or other disposition of all or any part of Landlord’s right, title and interest in the Building, and neither Landlord nor any of its partners shall be liable constitute Tenant's sole remedy for any deficiencysuch obstruction.

Non-Liability. (a) Except for To the negligence or wrongful acts of fullest extent permitted by law, neither Landlord, nor the lessors under any superior lease, nor the holders of any superior mortgages, nor any of their respective its agents, contractors and employeesofficers, directors, shareholders, partners or principals (disclosed or undisclosed) (collectively, “Landlord Indemnitees”) shall not be liable or responsible or liable to Tenant or any Tenant Party for any injury, loss or damage to Tenant, any Tenant Party or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant, any Tenant Party or of any other person, irrespective of the cause of such injury, damage or loss, it being understood that no property, other than such as might normally be brought upon or kept in the Premises as an incident to the reasonable use of the Premises for the purpose herein permitted, will be brought upon or be kept in the Premises, including any injury, loss or damage that may be occasioned by or through the acts or omissions of persons occupying any space adjacent to or adjoining premises the Premises, or elsewhere in the Building, or any part of the premises adjacent to or connected with the Premises or any part of the Building thereof, or for any loss or damage resulting to Tenant, any Tenant Party or his any of their property from burst, stopped or leaking water, gas, steam, fire, or the bursting, stoppage or leaking of sewer or steam other pipes. Furthermore, neither Landlord nor any Landlord Indemnitee shall be responsible or liable for any damage to property of Tenant, any Tenant Party or loss any other person entrusted to employees of property within the Building. If at any time any windows of the Premises from are permanently closed, darkened or bricked up as a result of any cause Requirement compliance with which is not required because of Landlord’s wrongful acts, or temporarily closed, darkened or bricked up for any reason whatsoever, and no such occurrence including, but not limited to Landlord’s own acts (other than wrongful acts), neither Landlord nor any Landlord Indemnitee shall be deemed liable for any damage Tenant or any Tenant Party may sustain thereby and Tenant shall not be entitled to be any compensation therefor nor abatement or diminution of rents nor shall the same release Tenant from its obligations under this Lease nor constitute an actual or constructive eviction from the Premises or result in an abatement of rentaleviction. (b) In If Tenant or any third person incurs damages as a result of the event negligence of any sale Landlord for which, under applicable law, Landlord cannot be released or transfer otherwise exculpated from liability as set forth above, then, subject to the provisions of clause (iii) below, nothing contained in this Lease shall so release Landlord from liability for such damages (or shall be deemed to so release or exculpate Landlord); provided, however, nothing contained in this Lease (including any transfer by operation the foregoing provisions of law) of the Premises, Landlord (and any subsequent owner of the Premises making such a transferthis sentence) shall be relieved from any and all obligations and liabilities deemed a waiver of Tenant’s obligation to (i) maintain the insurance it is obligated to maintain under the applicable provisions of this Lease, except such obligations (ii) obtain the waivers of subrogation it is obligated to obtain under the applicable provisions of this Lease, and liabilities as shall have arisen during Landlord’s (iii) release or such subsequent owner’s) respective period of ownership, provided otherwise exculpate Landlord from liability to the extent that the transferee assumes damages or injuries in writing all of question are covered by the obligations of Landlord under this Leaseinsurance that Tenant maintains or is obligated to maintain. (c) If Landlord shall fail to perform any covenant, term or condition of Wherever in this Lease upon Landlord’s part to be performed, and if as a consequence an indemnification is for the benefit of such default, Tenant shall recover a money judgment against Landlord, such judgment indemnification shall also be satisfied only out of for the proceeds of sale received upon execution of such judgment and levied thereon against the right, title and interest of Landlord in the Building and out of rents or other income from the Building receivable by Landlord, or out of the consideration received by Landlord from the sale or other disposition benefit of all Landlord Indemnitees, regardless of whether or any part of Landlord’s right, title and interest in the Building, and neither Landlord nor any of its partners shall be liable for any deficiencynot expressly so provided.

Non-Liability. If and when Mortgagee shall take possession of the Property or a receiver shall be appointed therefor, or, if Mortgagee or another purchaser shall become the owner of the Property by reason of a foreclosure, deed in lieu of foreclosure or otherwise, the Lease shall, notwithstanding any provision to the contrary therein contained, continue in full force and effect as a direct lease between Mortgagee (a) Except which term, for the negligence or wrongful acts purposes of Landlordthis Agreement, its agents, contractors and employees, Landlord shall not be responsible or liable to Tenant for any loss or damage that may be occasioned by or through the acts or omissions of persons occupying adjoining premises or any part of the premises adjacent to or connected with the Premises or any part of the Building or for any loss or damage resulting to Tenant or his property from burst, stopped or leaking water, gas, sewer or steam pipes, or for any damage or loss of property within the Premises from any cause whatsoever, and no such occurrence shall be deemed to include such purchaser) and Tenant, and Mortgagee shall be an actual subject to the provisions of the Lease with the same force and effect as if the Lease was a direct lease between Mortgagee and Tenant, provided that in no event shall Mortgagee or constructive eviction from its successors or assigns be: (a) liable for any previous act, omission or negligence of any prior landlord under the Lease (including, without limitation, Landlord) or the failure or default of any prior landlord (including, without limitation, Landlord) to comply with any of its obligations under the Lease except to the extent such act, omission, negligence, failure or default relates to the failure to maintain the condition of the Premises or result in an abatement and continues after the date that Mortgagee succeeds to the interest of rental.Landlord under the Lease; or (b) In the event of subject to any sale defenses, offsets or transfer counterclaims that Tenant may have against any prior landlord (including any transfer by operation of law) of the Premisesincluding, Landlord (and any subsequent owner of the Premises making such a transfer) shall be relieved from any and all obligations and liabilities under this Leasewithout limitation, except such obligations and liabilities as shall have arisen during Landlord’s (or such subsequent owner’s) respective period of ownership, provided that the transferee assumes in writing all of the obligations of Landlord under this Lease.); or (c) If Landlord shall fail subject to subsection (i) below, bound by any payment of Fixed Rent or additional rent that Tenant might have made more than one month in advance of the due date of such payment unless the prepayment was expressly approved in writing by the Mortgagee; or (d) bound by any covenant of any prior landlord (including, without limitation, Landlord) to undertake or complete the initial construction of any portion of the Premises or the Property or any capital improvements therein in order to prepare the same for Tenant’s initial occupancy; or (e) bound by any obligation to make any payment to Tenant, or to perform any covenantother obligations, term or condition of this Lease upon Landlordunder the Work Letter; or (f) bound by any action listed in Section 4 below made without Mortgagee’s part prior written consent; or (g) liable to be performed, and if as a consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only out of the proceeds of sale received upon execution of such judgment and levied thereon against the right, title and interest of Landlord in the Building and out of rents or other income from the Building receivable by Landlord, or out of the consideration received by Landlord from the sale or other disposition of all or any part of Landlordbeyond Mortgagee’s right, title and interest in the BuildingProperty and the rents, income, receipts, revenues, issues and neither Landlord nor profits arising therefrom it being agreed that Tenant shall have no recourse to any other assets of its partners shall be Mortgagee; or (h) liable for any deficiencybrokerage commissions or costs, expenses or liabilities in connection with the Lease; or (i) liable for any monies on deposit with Landlord to the credit of Tenant except to the extent turned over to Mortgagee.

Non-Liability. (a) Except for the negligence or wrongful acts of Landlord, its agents, contractors and employees, 16. Landlord shall not be responsible or liable to Tenant for any loss or damage that may be occasioned by or through the acts or omissions of persons occupying adjoining premises or any part of the premises adjacent to or connected with the Premises demised premises or any part of the Building building of which demised premises are a part or for any loss or damage resulting to Tenant or his property from burst, stopped or leaking water, gas, sewer or steam pipes, or for any damage or loss of property within the Premises demised premises from any cause whatsoeverwhatsoever excepting that caused by the negligence of the Landlord, his agents or employees and no such occurrence shall be deemed to be an actual or constructive eviction from the Premises premises or result in an abatement of rental. (b) . In the event of any sale or transfer (including any transfer by operation of law) of the Premisesdemised premises, Landlord (and any subsequent owner of the Premises demised premises making such a transfer) shall be relieved from any and all obligations and liabilities under this Lease, except such obligations and liabilities as shall have arisen during Landlord’s (or such subsequent owner’s) respective period of ownership, Lease provided that the transferee assumes in writing all of the obligations of the Landlord under this Lease. (c) . If Landlord shall fail to perform any covenant, term or condition of this Lease upon Landlord’s 's part to be performed, and and, if as a consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only out of the proceeds of sale received upon execution of such judgment and levied thereon against the right, title and interest of Landlord in the Building building and out of from rents or other income from the Building receivable by Landlord, or out of from the consideration received by Landlord from the sale or other disposition of all or any part of Landlord’s 's right, title and interest in the Building, and neither Landlord nor any of its the partners comprising the partnership which is the Landlord herein shall be liable for any deficiency. NON-WAIVER 17. One or more waivers of any covenant or condition by Landlord shall not be construed as a waiver of a subsequent breach of the same covenant or condition, and the consent or approval by Landlord to or of any act by Tenant requiring Landlord's consent or approval shall not be deemed to waive or render unnecessary Landlord's consent or approval to or of any subsequent similar act by Tenant.