Common use of Non Liability and Indemnification Clause in Contracts

Non Liability and Indemnification. 19.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, unless caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises. 19.02 Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Lease, or (y) any work or thing whatsoever done, or any condition created by Tenant in or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding. 19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.

Non Liability and Indemnification. 19.01 (a) Neither Landlord nor any agent or employee of Landlord Superior Lessor nor any Superior Mortgagee (as applicable) shall be liable to Tenant for any loss, injury or damage to Tenant or to any other person or for any damage toperson, or loss (by theft to its or otherwise) of, any property of Tenant or of any other persontheir property, irrespective of the cause of such injury, damage or loss, unless caused by or resulting from the gross negligence, willful misconduct or breach of this Lease by Landlord, the Superior Lessor, the Superior Mortgagee or their respective agents, contractors, invitees or employees. Notwithstanding any other provisions in this Lease to the contrary, neither Landlord nor any Superior Lessor nor any Superior Mortgagee shall be liable for any damage caused by other tenants or persons in, on or about the Landlord Units or Buildings. (b) Any Building employee to whom any property shall be entrusted by or on behalf of Tenant shall be deemed to be acting as Tenant’s agent with respect to such property and neither Landlord nor its agents shall be liable for any damage to such property, or for loss of or damage to any property of Tenant by theft or otherwise (other than in the performance of Landlord’s obligations hereunder or to the extent deriving from gross negligence or willful misconduct on the part of Landlord (or an employee of Landlord acting within the scope of his or her employment)). Except to the extent deriving from gross negligence or willful misconduct on the part of Landlord, and subject to the mutual waivers contained in Section 9.5 of this Lease, Landlord shall not be liable for any injury or damage to persons or property or interruption of Tenant’s business resulting from fire or casualty, any damages caused by other tenants or persons in the Buildings or by construction of any private, public, or quasi-public work, or any latent defect in the Premises or in the Buildings. 16.2 Notwithstanding any provision to the contrary, the liability of Landlord for Landlord’s obligations under this Lease shall be limited to Landlord’s interest in the Landlord Units comprising the Premises and the proceeds thereof (including, without limitation, insurance and condemnation proceeds, security deposits which become the property of Landlord, escrows which become the property of Landlord, Landlord’s interest in this Lease, and the proceeds from any sale or other disposition of the Property), and Tenant shall not look to any other property or assets of Landlord or the property or assets of any direct or indirect partner, member, manager, shareholder, director, officer, principal, employee or agent of Landlord (collectively, the “Parties”) in seeking either to enforce Landlord’s obligations under this Lease or to satisfy a judgment for Landlord’s failure to perform such obligations; and none of the Parties shall be personally liable for the performance of Landlord’s obligations under this Lease, and if in violation of the foregoing Tenant acquires a lien on or interest in any other properties or assets by judgment or otherwise, Tenant shall promptly release such lien 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. 16.3 Tenant shall indemnify and save harmless Landlord, Landlord Affiliates and their respective agents against and from (a) any and all claims, costs or expenses (including, but not limited, to reasonable counsel fees) (i) to the extent resulting from (x) the conduct or management of the Premises or of any business therein or any act or omission of Tenant, its permitted subtenants, Permitted Tenant Parties, patrons or licensees or its or their employees, agents or contractors at the Property (other than that which is caused by Landlord’s gross negligence or willful misconduct), or (y) any work or thing whatsoever done, or any condition created (other than by Landlord, a Landlord Affiliate or any agent, employee, licensee or invitee of Landlord or a Landlord Affiliate, as the case may be, but including any work done by Landlord or a Landlord Affiliate for Tenant’s account in curing a default by Tenant hereunder, if any, and also including work done by or on behalf of Tenant and consented to by Landlord) in or about the Premises or any of the other Tenant Areas during the term of this Lease, or (ii) arising from any negligent or willful misconduct of Tenant or any of its permitted subtenants, patrons or licensees or its or their employees, agents or contractors or any other Permitted Tenant Party, and (b) all reasonable costs, expenses and liabilities actually incurred in connection with each such claim or action or proceeding brought thereon. In case any action or proceeding be brought against Landlord or any Landlord Affiliate by reason of any such claim, Tenant, upon notice from Landlord, shall, from time to time at the request of Landlord or such Landlord Affiliate, pay all of Landlord’s or such Landlord Affiliate’s reasonable costs and expenses incurred to resist and defend such action or proceeding. Tenant shall also indemnify Landlord or the applicable Landlord Affiliate with respect to a termination of the Sign Period during the Initial Term of this Lease due to Tenant’s default under this Lease including, without limitation, all costs required to reacquire such signage rights. With respect to any matter for which Tenant shall indemnify Landlord or a Landlord Affiliate hereunder, Landlord or such Landlord Affiliate shall not settle or compromise such matter without the consent of Tenant, such consent not to be unreasonably withheld, and if Tenant shall not be resisting and defending such action or proceeding, Landlord or such Landlord Affiliate, upon notice to Tenant, may resist or defend any such action or proceeding, at Tenant’s expense (it being understood that Landlord or such Landlord Affiliate shall use counsel reasonably satisfactory to Tenant, and Landlord’s or Landlord Affiliate’s insurance company counsel shall be deemed satisfactory). Tenant shall have no obligation to indemnify or hold harmless Landlord, Landlord Affiliates and their respective agents pursuant to this paragraph to the extent that any of such claim of a third party results from the gross negligence or willful misconduct of Landlord, its agents, contractors Landlord Affiliates or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premisesagents. 19.02 Tenant 16.4 Landlord shall indemnify and save harmless Landlord Tenant and its agents against and from (a) any and all claims, costs or expenses (including, but not limited limited, to reasonable counsel fees) (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Lease, or (y) any work or thing whatsoever done, or any condition created by Tenant in or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent gross negligence or otherwise wrongful act willful misconduct or bad faith acts of Tenant Landlord or any of its subtenants or licensees GECC or its or their employees, agents or contractors, contractors and (b) all reasonable costs, expenses and liabilities actually incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be is brought against Landlord Tenant by reason of any such claim, TenantLandlord, upon notice from Landlord shall Tenant, shall, from time to timetime at the request of Tenant, pay all of LandlordTenant’s reasonable costs and expenses incurred to resist and defend such action or proceeding. 19.03 Except as otherwise expressly provided in this Lease. With respect to any matter for which Landlord shall indemnify Tenant hereunder, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle or compromise such claim matter without indemnitor’s prior written consentthe consent of Landlord, such consent not to be unreasonably withheld, delayed and if Landlord shall not be resisting and defending such action or conditionedproceeding, Tenant upon notice to Landlord may resist or defend any such action or proceeding, at Landlord’s expense (it being understood that Tenant shall use counsel reasonably satisfactory to Landlord, and Tenant’s insurance company counsel shall be deemed satisfactory). Landlord shall have no obligation to indemnify or hold harmless Tenant and its agents pursuant to this paragraph to the extent that any of such claim of a third party results from the gross negligence or willful misconduct of Tenant, Tenant Affiliates or their respective agents. 16.5 If any claim, action or proceeding is made or brought against a party indemnified under Sections 16.3 or 16.4 of this Lease (“Indemnitee”), then upon demand by Indemnitee, the indemnifying party (“Indemnitor”), at Indemnitor’s sole cost and expense, shall resist or defend such claim, action or proceeding in Indemnitee’s name, if necessary, by the attorneys for Indemnitor’s insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Indemnitee shall approve, which approval shall not be unreasonably withheld, conditioned or delayed, and Indemnitee shall cooperate, at no cost to itself unless reimbursed by Indemnitor, with Indemnitor’s counsel or such insurance carrier, in the defense of such claim. Indemnitee shall not enter into any settlement of any such claim without the prior written consent of Indemnitor. Indemnitee shall notify Indemnitor promptly of any claim, action or proceeding made or brought against Indemnitee as to which indemnification may be sought hereunder. If Indemnitee shall fail to timely notify Indemnitor of a claim and, as a result of such failure, Indemnitor’s insurance coverage is prejudiced, or Indemnitor is otherwise materially prejudiced in the defense of such claim, Indemnitor shall be released from its obligation to indemnify Indemnitee, but only to the extent of such prejudice. The Indemnitor shall not, in the defense of such claim, action or proceeding, consent to the entry of any judgment or award, or enter into any settlement, except in either event with the prior consent of each Indemnitee, which consent shall not be unreasonably withheld or delayed. To the extent any Indemnitee declines to consent to a bona fide offer of settlement or compromise proposed by Indemnitor which fully exonerates the Indemnitee, provides for no admission of guilt by the Indemnitee and which does not have an adverse affect on Indemnitee’s reputation, the Indemnitor shall continue to defend, but the amount of such offer of settlement shall be the limit of the Indemnitor’s liability with respect to such claim, action or proceeding with respect to the Indemnitee that declined such offer. Unless each Indemnitee otherwise consents, such judgment, award or settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff to each accepting Indemnitee of a release from all liability in respect of such claim, action or proceeding and such settlement shall entail no adverse effects upon each Indemnitee, either directly or indirectly. 16.6 Landlord and any Landlord Affiliate, on the one hand, and Tenant, on the other hand, may be jointly and severally liable under the Unit Owners Agreement for the performance of obligations relating to or arising out of their ownership and/or occupancy of any portions of the Buildings. The parties acknowledge and agree that to the extent such obligation(s) are (i) the result of any act or omission of Tenant or any other party Tenant invited to the Premises, Tenant shall reimburse Landlord for any costs or expenses incurred by Landlord with respect to such obligation(s), and (ii) the result of any act or omission of Landlord, any such Landlord Affiliate or any other party invited to the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ shall reimburse Tenant for any costs or expenses incurred by Tenant with respect to such obligation(s).

Non Liability and Indemnification. 19.01 18.01. Neither Landlord Landlord, any Superior Mortgagee, nor any agent partner, director, officer, principal, shareholder, agent, servant or employee of Landlord or any Superior Mortgagee, shall be liable to Tenant for any injury 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 nor shall the foregoing parties be liable for damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any of property of Tenant or others entrusted to employees of any other person, irrespective of the cause of such injury, damage Landlord or loss, unless caused by or its agents nor for loss due to the negligence or willful misconduct of Landlord, its agents, contractors or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premisestheft. 19.02 18.02. Tenant shall indemnify and save hold harmless Landlord and all Superior Mortgagees and its and their respective partners, directors, officers, principals, shareholders, agents and employees from and against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) (i) third-party claims arising from (x) the conduct or management in connection with any event occurring as a result of the Demised Premises or of any business therein by Tenant during the Term of this Lease, or (y) any work or thing whatsoever done, or any condition created by the negligent or wrongful acts of Tenant or its employees or contractors in or about the Demised Premises during the Term term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from in connection with any other negligent or otherwise wrongful act or omission of Tenant or any of its subtenants or licensees or its or their employeespartners, agents directors, principals, shareholders, officers, agents, employees or contractors, and (b) ; together with all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claimsincluding, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant without limitation, reasonable attorneys’ fees and Landlord shall have pari pasu liability based upon a determination of comparables faultexpenses. In case any action or proceeding be brought against Landlord and/or any Superior Mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord or such Superior Mortgagee, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceedingproceeding (by counsel reasonably satisfactory to Landlord or such Superior Mortgagee and the insurance company counsel shall be deemed satisfactory). 19.03 Except 18.03. Landlord shall indemnify and hold Tenant and its partners, directors, officers, principals, shareholders, agents and employees harmless from and against any and all third-party claims arising from or in connection with any event occurring as otherwise expressly provided a result of or any condition created by the negligent or wrongful acts of Landlord or its employees or contractors in this Lease, or about the Building during the term of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or its partners; directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and the obligations of liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against Tenant hereunder shall be in no wise affectedand/or its partners, impaired or excused because Landlord is unable to fulfilldirectors, or is delayed in fulfillingofficers, any of its obligations under this Lease principals, shareholders, agents and/or employees by reason of strikeany such claim, other labor troubleLandlord, governmental pre-emption upon notice from Tenant, shall resist and defend such action or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees proceeding by counsel reasonably satisfactory to indemnify the otherTenant, the indemnitee insurance company counsel shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioneddeemed satisfactory.

Non Liability and Indemnification. 19.01 (a) Neither Landlord (except to the extent expressly set forth in this lease), any affiliate of Landlord or any Superior Mortgagee or Superior Lessor, nor any agent direct or indirect partner, member, trustee, managing agent, beneficiary, director, officer, shareholder, principal, agent, servant or employee of Landlord or of any affiliate of Landlord or any Superior Mortgagee (in any case whether disclosed or undisclosed) (each of the foregoing being sometimes referred to herein as a “Landlord Party”), shall be liable to Tenant for any loss, injury or damage to Tenant or to any other person or for any damage toperson, or loss (by theft to its or otherwise) of, any property of Tenant or of any other persontheir property, irrespective of the cause of such injury, damage or loss, unless nor shall the aforesaid parties be liable for any damage to property of Tenant or of others entrusted to employees of Landlord, nor for loss of or damage to any such property by theft or otherwise; provided, however, that subject to the provisions of Section 9.04 and Section 35.03, nothing contained in this Section 18.01(a) shall be construed to exculpate Landlord for loss, injury or damage to the extent caused by or due to resulting from the negligence or willful misconduct of Landlord, its agents, servants, employees and contractors in accessing the Premises. Further, no Landlord Party shall be liable, even if negligent, for indirect, consequential, special, punitive, exemplary, incidental or employees occurring within the scope other like damages arising out of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable any loss of use of the Demised Premises or any equipment, facilities or other Tenant’s Property therein by Tenant or any person claiming through or under Tenant. (b) Subject to the last sentence of Section 35.03 and except as otherwise expressly provided for the purpose herein permitted, will be brought upon or be kept in the Demised Guaranty, neither Tenant (except to the extent expressly set forth in this lease), any Affiliate of Tenant, nor any direct or indirect partner, member, trustee, managing agent, beneficiary, director, officer, shareholder, principal, agent, servant or employee of Tenant (in any case whether disclosed or undisclosed) (each of the foregoing being sometimes referred to herein as a “Tenant Party”), shall be liable to Landlord for any loss, injury or damage to Landlord or to any other person, or to its or their property, irrespective of the cause of such injury, damage or loss, nor shall the aforesaid parties be liable for any damage to property of Landlord or of others entrusted to employees of Tenant, nor for loss of or damage to any such property by theft or otherwise; provided, however, that subject to the provisions of Section 9.04, nothing contained in this Section 18.01(b) shall be construed to exculpate Tenant for loss, injury or damage to the extent caused by or resulting from the negligence of Tenant, its agents, servants, employees and contractors in the operation or maintenance of the Premises. Further, no Tenant Party shall be liable, even if negligent, for indirect, consequential, special, punitive, exemplary, incidental or other like damages arising out of any loss of use of Premises or any equipment, facilities or other property of Landlord by Landlord or any person claiming through or under Landlord (including, without limitation, damages for lost profits or opportunities, or the loss by foreclosure, deed in lieu, or otherwise, of all or any portion of Landlord’s interest in the Premises). 19.02 18.02. Subject to the terms of Section 9.04 relating to waivers of subrogation (to the extent that such waivers of subrogation shall be applicable in any case), Tenant shall indemnify and save hold harmless each Landlord Party from and its agents against any and all claims arising from or in connection with (a) any and all claimsthe occupancy, costs or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct or management of the Demised Premises Real Property or of any business therein by Tenant during the Term of this Leasetherein, or (y) any work or thing whatsoever done, or any condition created (other than by Tenant Landlord, its agents, employees or contractors) in or about the Demised Premises Real Property during the Term of this Lease Term; (b) any act, omission (where there is an affirmative duty to act) or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act negligence of Tenant or any of its subtenants or licensees or its or their partners, directors, principals, shareholders, officers, agents, employees or contractors; (c) any accident, injury or damage whatever (except to the extent caused by the negligence or willful misconduct of Landlord or its agents, employees, agents or contractors) occurring in, at or upon the Real Property; and (bd) any breach or default by Tenant in the full and prompt payment and performance of Tenant’s obligations under this lease (each, a “Tenant Act”); together with all reasonable out-of-pocket costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claimsincluding, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant without limitation, all reasonable out-of-pocket attorneys’ fees and Landlord shall have pari pasu liability based upon a determination of comparables faultexpenses. In case any action or proceeding be brought against Landlord and/or any Landlord Parties by reason of any such claim, Tenant, upon notice from Landlord or such Landlord Party, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding. 19.03 Except as otherwise expressly provided in proceeding by counsel reasonably satisfactory to Landlord and such Landlord Party. Provided that Tenant complies with the requirements of this LeaseSection with respect to any third-party claim, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder not be liable for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor costs of any separate counsel employed by Landlord or any Landlord Party with respect thereto. If the issuer of any insurance policy maintained by Tenant and meeting the applicable requirements of this lease shall assume the defense of any such third-party claim, then Landlord and such Landlord Party shall cooperate with the indemnitor in defense of permit such insurance carrier to defend the claim thereof as may be reasonably required with its counsel and (i) neither Landlord nor any Landlord Party shall not settle such claim without indemnitorthe consent of the insurance carrier (unless such settlement would relieve Landlord or such Landlord Party of all liability for which Tenant or its insurance carrier may be liable hereunder and Tenant and its insurance carrier shall have no liability for such settlement), (ii) Tenant shall have the right to settle such claim without the consent of Landlord if Landlord and each Landlord Party and their respective insurance carriers would be relieved of all liability in connection therewith, (iii) Landlord and each applicable Landlord Party shall reasonably cooperate, at Tenant’s prior written consentexpense, with the insurance carrier in its defense of any such claim, and (iv) Tenant shall not be liable for the costs of any separate counsel employed by Landlord or any Landlord Party. In no event shall Tenant be liable for indirect, consequential, special, punitive, exemplary, incidental or other like damages (including, without limitation, damages for lost profits or opportunities, or the loss by foreclosure, deed in lieu, or otherwise, of all or any portion of Landlord’s interest in the Premises) except (i) to the extent a final judicial determination from which time for appeal has been exhausted grants such damages to Landlord as a result of a third party claim resulting from any Tenant Act and/or (ii) as otherwise expressly set forth in Section 34.02. The provisions of the preceding four sentences shall apply with full force and effect to any obligation of Tenant contained in this lease to indemnify Landlord and/or all Landlord Parties, without respect to whether such indemnification obligation is set forth in this Article 18 or elsewhere in this lease. 18.03. Notwithstanding anything contained in Section 18.01 to the contrary and subject to the terms of Section 9.04 relating to waivers of subrogation (to the extent that such waivers of subrogation shall be unreasonably withheldapplicable in any case), delayed Landlord shall indemnify and hold harmless each Tenant Party from and against (a) any and all third-party claims arising from or conditionedin connection with any act, omission (where there is an affirmative duty to act) or negligence of Landlord and its partners, directors, principals, shareholders, officers, agents, employees or contractors, and (b) any breach or default by Landlord in the full and prompt performance of Landlord’s obligations under this lease (each of the foregoing, a “Landlord Act”); together with all reasonable out-of-pocket costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable out-of-pocket attorneys’ fees and expenses. In no event shall Landlord be liable for indirect, consequential, special, punitive, exemplary, incidental or other like damages except to the extent a final judicial determination from which time for appeal has been exhausted grants such damages to Tenant as a result of third party claim from any Landlord Act. If any such third-party claim is asserted against Tenant and/or any Tenant Party, Tenant shall give Landlord prompt notice thereof and Landlord shall resist and defend such third-party claim (including any action or proceeding thereon) by counsel reasonably satisfactory to Tenant. Provided that Landlord complies with the requirements of this Section with respect to any third-party claim, Landlord shall not be liable for the costs of any separate counsel employed by Tenant or any Tenant Party with respect thereto. If the issuer of any insurance policy maintained by Landlord and meeting the applicable requirements of this lease shall assume the defense of any such third-party claim, then Tenant shall permit such insurance carrier to defend the claim with its counsel and (i) neither Tenant nor any Tenant Party shall settle such claim without the consent of the insurance carrier (unless such settlement would relieve Tenant or such Tenant Party of all liability for which Landlord or its insurance carrier may be liable hereunder and Landlord and its insurance carrier shall have no liability for such settlement), (ii) Landlord shall have the right to settle such claim without the consent of Tenant if Tenant, each Tenant Party and their respective insurance carriers would be relieved of all liability in connection therewith, (iii) Tenant and each applicable Tenant Party shall reasonably cooperate, at Landlord’s expense, with the insurance carrier in its defense of any such claim, and (iv) Landlord shall not be liable for the costs of any separate counsel employed by Tenant or any Tenant Party. The provisions of this Section 18.03 shall apply with full force and effect to any obligation of Landlord contained in this lease to indemnify Tenant and/or a Tenant Party, without respect to whether such indemnification obligation is set forth in this Article 18 or elsewhere in this lease. Notwithstanding anything to the contrary contained herein, the provisions of this Section 18.03 shall not be applicable unless either (i) Landlord’s indemnification obligations under this Section 18.03 are covered under any of Landlord’s or Landlord’s Affiliates existing insurance policies at no addition cost (other than a de minimis charge) or (ii) Tenant, in its sole option, elects by notice to Landlord, to reimburse Landlord for Landlord’s cost of obtaining insurance which covers Landlord’s indemnification obligations under this Section 18.03, in which case, Tenant shall reimburse Landlord for such costs within thirty (30) days following demand therefor accompanied by reasonable documentation evidencing such costs.

Non Liability and Indemnification. 19.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, to or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, loss unless caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises. 19.02 Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs or expenses (including, including but not limited to reasonable counsel fees) (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Lease, Lease or (y) any work or thing whatsoever done, or any condition created by Tenant in or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act of Tenant or any of its subtenants or licensees or its or their employees, employees agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or and willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding. 19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.

Non Liability and Indemnification. 19.01 17.1 Neither Landlord nor any agent Landlord’s agents, officers, directors, shareholders, partners or employee of Landlord principals (disclosed or undisclosed) shall be liable to Tenant for or Tenant’s agents, employees, contractors, invitees or licensees or any other occupant of the Premises, and Tenant shall save Landlord, Landlord’s agents, the Superior Lessor and the Superior Mortgagee 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 or damage 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 Tenant or of any other person, irrespective of the cause of such injury, damage or loss, unless 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 willful misconduct Landlord’s employees or agents without contributory negligence on the part of LandlordTenant, its employees, agents, contractors contractors, invitees or employees occurring within the scope of their respective employmentslicensees, it being understood that no property, property other than such as might normally be brought upon or kept in the Demised Premises as incident incidental to the reasonable use of the Demised Premises for the purpose purposes herein permitted, permitted will be brought upon or be kept in the Demised Premises; provided, however, that even if due to any such negligence of Landlord or Landlord’s agents, Tenant waives, to the full extent permitted by law, any claim for consequential damages in connection therewith. Landlord and Landlord’s agents shall not be liable, to the extent of Tenant’s insurance coverage, for any loss or damage 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 entrusted by or on behalf of Tenant shall be deemed to be acting as Tenant’s agent with respect to such property and neither Landlord nor Landlord’s agents shall be liable for any loss of or damage to any such property by theft or otherwise. 19.02 17.2 No representation, guaranty or warranty is made or assurance given that the communications or security systems, devices or procedures of the Building, if any, will be effective to prevent injury to Tenant shall indemnify or any other person or damage to, or loss (by theft or otherwise) of, any of Tenant’s Property or of the property of any other person, and save harmless Landlord reserves the right to discontinue or modify at any time such communications or security systems or procedures without liability to Tenant. 17.3 Tenant hereby indemnifies Landlord, Landlord’s agents, each Superior Lessor and its agents each Superior Mortgagee against and liability in connection with or arising from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) default by Tenant in the conduct or management performance of any of the Demised Premises or of any business therein by Tenant during the Term terms of this LeaseLease on Tenant’s part to be performed, or (yb) the use or occupancy or manner of use or occupancy of the Premises by Tenant or any person claiming through or under Tenant, or (c) any work acts, omissions or thing whatsoever done, negligence of Tenant or any condition created by such person or the contractors, agents, employees, invitees or licensees of Tenant or any such person, in or about the Demised Premises Premises, the Real Property or the Project either prior to, during or after the Term of this Lease or during expiration of, the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereonTerm. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case If any action or proceeding shall be brought against Landlord by reason of or Landlord’s agents, or the Superior Lessor or the Superior Mortgagee, based upon any such claim, claim and if Tenant, upon notice from Landlord Landlord, shall from time cause such action or proceeding to timebe defended at Tenant’s expense by counsel reasonably satisfactory to Landlord, pay all without any disclaimer of liability by Tenant in connection with such claim, Tenant shall not be required to indemnify Landlord, Landlord’s costs agents, the Superior Lessor or the Superior Mortgagee for attorneys’ fees and expenses incurred to resist and defend disbursements in connection with such action or proceeding. 19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and 17.4 Tenant shall have no right pay to Landlord as Additional Rent, within 30 days following rendition by Landlord to Tenant of offset against any Fixed Rent bills or Additional Rent due hereunder for any reason whatsoever. Wherever statements therefor, sums equal to all losses, costs, liabilities, claims, damages, fines, penalties and expenses referred to in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditionedSection 17.3.

Non Liability and Indemnification. 19.01 21.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, unless caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors agents or employees occurring within the scope of their respective employmentsemployments without negligence on the part of Tenant, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as an incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises. 19.02 21.02 Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) claims (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (y) any work or thing whatsoever done, or any condition created (other than by Tenant Landlord for Landlord’s or Tenant’s account) in or about the Demised Premises during the Term term of this Lease lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actionsPremises, or (ii) arising from any negligent or otherwise wrongful act or omission of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord Landlord, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding. 19.03 21.03 Except as otherwise expressly provided in this Leaselease, this Lease lease and the obligations of Tenant hereunder shall be in no wise ways affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, . 21.04 Landlord shall defend and indemnify Tenant shall have no right and its agents against and from any and all claims excluding claims for consequential damages to the extent arising from Landlord’s failure to comply with its obligations as Landlord pursuant to the requirements of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the otheror from any negligent act or omission of Landlord or any person acting for or on behalf of Landlord all costs, the indemnitee shall give prompt notice to the indemnitor expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. In case any action or proceeding be brought against Tenant by reason of any such claim, Landlord, upon notice from Tenant, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required resist and shall not settle defend such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed action or conditionedproceeding.

Non Liability and Indemnification. 19.01 Neither Landlord nor (a) Subject to Landlord’s indemnity under Subsection 10(c), none of Landlord, any agent or employee of Landlord managing agent, Landlord’s members and their respective affiliates, owners, partners, members, directors, officers, agents and employees shall be liable to Tenant for any injury loss, injury, or damage damage, to Tenant or to any other person or for any damage toperson, or loss (by theft to its or otherwise) of, any property of Tenant or of any other persontheir property, irrespective of the cause of such injury, damage or loss. In the event that Landlord’s indemnity under Subsection 10(c) is applicable, unless caused by or due it shall apply only as and to the negligence or willful misconduct specific extent expressly provided in Subsection 10(c). Further, none of Landlord, its agentsany managing agent, contractors or employees occurring within the scope of Landlord’s members and their respective employmentsaffiliates, it being understood that no propertyowners, partners, members, directors, officers, agents and employees shall be liable to Tenant (a) for any damage caused by other than such as might normally be brought tenants or persons in, upon or kept about the Property, or caused by operations in the Demised Premises as incident construction of any public or quasi-public work; (b) with respect to the reasonable matters for which Landlord is liable, for consequential or indirect damages, including those purportedly arising out of any loss of use of the Demised Premises or any equipment or facilities therein by Tenant or any person claiming through or under Tenant; or (c) for injury or damage to person or property caused by fire, or theft, or resulting from the purpose herein permittedoperation of heating or air conditioning or lighting apparatus, will be brought upon or be kept from falling plaster, or from steam, gas, electricity, water, rain, snow, ice, or dampness, that may leak or flow from any part of the Property, or from the pipes, appliances or plumbing work of the same. (b) Except in the Demised Premises. 19.02 event of, and to the extent of, Landlord’s negligence, sole negligence or willful misconduct, Tenant shall indemnify hereby indemnifies, defends, and save holds Landlord, its managing agent, Landlord’s members and their respective affiliates, owners, partners, members, directors, officers, agents and employees (collectively, “Landlord Indemnified Parties”) harmless Landlord from and its agents against and from (a) any and all claims, costs or expenses Losses (including, but not limited to reasonable counsel fees) (idefined below) arising from or in connection with any or all of: (xa) the conduct or management of either or both the Property and the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (y) any work or thing whatsoever doneTenant Changes, or any condition created by any or all of Tenant and Tenant’s Affiliates in or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been has possession of, or is given access to, the Demised Premises; (b) any act, omission or negligence of any or all of Tenant and Tenant’s Affiliates; (c) any accident, injury or damage whatsoever occurring in, at or upon either or both of the Property and the Demised Premises and caused by any or all of Tenant and Tenant’s Affiliates; (d) any breach by Tenant of any or all of its warranties, representations and covenants under this Lease; (e) any actions necessary to protect Landlord’s interest under this Lease in a bankruptcy proceeding or other proceeding under the Bankruptcy Code; (f) the creation or existence of any Hazardous Substances in, at, on or under the Demised Premises or the Property, if and to the extent brought to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent the Property or otherwise wrongful act of caused by Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, party within Tenant’s control; and (bg) any violation or alleged violation by any or all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but of Tenant and Landlord shall have pari pasu liability based upon a determination Tenant’s Affiliates of comparables faultany law (collectively, “Tenant’s Indemnified Matters”). In case any action or proceeding be is brought against any or all of Landlord and the Landlord Indemnified Parties by reason of any such claimof Tenant’s Indemnified Matters, Tenant, upon notice from Landlord shall from time to time, pay any or all of Landlord’s costs and expenses incurred to , managing agent or any Mortgagee (as defined herein), shall resist and defend such action or proceeding. 19.03 Except as otherwise expressly provided proceeding by counsel reasonably satisfactory to, or selected by, Landlord. The term “Losses” shall mean all claims, demands, expenses, actions, judgments, damages (actual, but not consequential), penalties, fines, liabilities, losses of every kind and nature, suits, administrative proceedings, costs and fees, including, without limitation, attorneys’ and consultants’ reasonable fees and expenses, and the costs of cleanup, remediation, removal and restoration, that are in any way related to any matter covered by the foregoing indemnity. The provisions of this Section 11 shall survive the expiration or termination of this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.

Non Liability and Indemnification. 19.01 (a) Neither the Landlord nor any agent or employee of Landlord its agents shall be liable for any damage to property of the Tenant entrusted to employees of the Building, nor to any property, goods, or things contained in the Leased Premises or stored in the Garage or any other part of the Building, or in the Outside or Garage Parking Areas. Except to the extent of any proceeds of any insurance policy carried either by the Landlord or the Tenant, compensates the Tenant, the Landlord shall not be liable for any injury or damage to Tenant or property on the Land or in the Building or to the business of the Tenant, or any interruption thereof, resulting from theft, burglary, explosion, wind or accident, falling plaster, steam, gas, electricity, water, rain or snow, leakage from any part of the Building or from pipes, appliances, or plumbing works in the Building or from the street or sub-surface thereof or from any other person source, or from dampness, or from damage occasioned by workmen engaged in making repairs or alterations in or upon the Building or the Land, or from damage by other Tenants or persons in the Building or on the Land, or for interference with the light or other incorporeal hereditaments, or caused by operations in the construction of any public or quasi-public work, or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injurywhatsoever nature. With respect to any loss, damage or injury of any nature whatsoever to property or persons for which Tenant is insured, Tenant shall obtain from its insurance carrier and will deliver to Landlord, waivers of the subrogation rights under the respective policies. Landlord agrees to always maintain all risk insurance on the Building and improvements for full replacement value covering any loss, unless caused damage or injury arising out of fire or other casualty, including but not limited to, insurance for damage to property arising from intentional acts of the Landlord, and Landlord agrees to obtain from its insurance carrier and will deliver to Tenant, waivers of the subrogation rights against the Tenant under any such insurance policies and Landlord waives all claims against Tenant for any loss resulting from any act or omission by or due to the negligence or willful misconduct of LandlordTenant, its agents, servants, invitees, contractors or employees occurring employees. Additionally, in the event of any loss or damage to the Building the Premises and/or any contents each party waives all claims against the other for any such loss or damage and each party shall look only to any insurance which it has obtained to protect against such loss and each party shall obtain, for each policy of such insurance, provisions waiving any claims against the other party for loss or damage within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premisesinsurance. 19.02 Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Lease, or (y) any work or thing whatsoever done, or any condition created by Tenant in or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding. 19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise way affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies supply or labor resulting therefrom, acts of God or other like cause beyond Landlord’s 's control. In no event shall Tenant be entitled to a claim of constructive eviction from the Leased Premises unless Tenant shall first have notified Landlord, in writing, of the condition or conditions giving rise thereto, and, if the complaints be justified, unless Landlord shall have failed within a reasonable controltime, after receipt of such written notice, to remedy, or commence and proceed with due diligence to remedy, such condition or conditions. (c) Except to the extent of the proceeds of any fire or other casualty insurance policy of the Landlord, The Tenant shall indemnify and save harmless the Landlord from, and shall reimburse the Landlord as Additional Rent for all expenses damages, or fines incurred or suffered by the Landlord by reason of any third party claims arising as a result of any breach, violation, or non-performance by the Tenant, or the Tenant's servants, employees or agents, of any covenant or provision of this Lease, or by reason of damage or injury to persons or property other than Landlord's or that under Landlord's care, custody and control caused by the Tenant's moving property in or out of the Building, or by the installation or removal of furniture or other property of the Tenant, or arising out of the occupancy or use by the Tenant of the Leased Premises, or the Building of which they form a part or the Land, or of the Outside or Garage Parking Areas, or any part thereof, or from any other cause due to the carelessness, negligence or improper conduct of the Tenant or the Tenant's servants or agents. (d) The Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt immediate notice to the indemnitor Landlord in case of fire or accident occurring on the Leased Premises, and of any claimdefect or condition of disrepair in the Leased Premises, or in any fixtures or equipment forming a part thereof. (e) In support of its obligations hereunder the Tenant, at Tenant's own cost and expense, shall cooperate with obtain or provide and keep in full force for the indemnitor in defense benefit of the claim thereof Tenant and the Landlord, during the term hereof, general public liability insurance, naming Landlord as may an additional named insured against any and all liability or claims of liability arising out of, occasioned by or resulting from any accident or otherwise in or about the Leased Premises, for injuries to any person or persons for limits of not less than $1,000,000.00 for injuries to one person and $3,000,000.00 for injuries to more than one person, in any one accident or occurrence, and for loss or damage to the property of any person or persons, for not less than $1,000,000.00. The policy or policies of insurance shall be reasonably required of a company or companies authorized to do business in the State of New Jersey and Certificates of Insurance showing Landlord's interest shall not settle such claim without indemnitor’s prior written consentbe delivered to the Landlord, together with evidence of the payment of the premiums therefor, not less than fifteen days prior to be unreasonably withheldthe commencement of the Term hereof or of the date when the Tenant shall enter into possession, delayed whichever occurs sooner. At least fifteen days prior to the expiration or conditionedtermination date of any policy, the Tenant shall deliver a renewal or replacement Certificate of Insurance showing Landlord's interest with proof of the payment of the premium therefor.

Non Liability and Indemnification. 19.01 18.01 Neither Landlord Landlord, any Superior Lessor or any Superior Mortgagee, nor any agent member, partner, director, officer, shareholder, principal, agent, servant or employee of Landlord Landlord, any Superior Lessor or any Superior Mortgagee (in any case whether disclosed or undisclosed), shall be liable to Tenant for any loss, injury or damage to Tenant or to any other person or for any damage toperson, or loss (by theft to its or otherwise) of, any property of Tenant or of any other persontheir property, irrespective of the cause of such injury, damage or loss, unless nor shall the aforesaid parties be liable for any damage to property of Tenant or of others entrusted to employees of Landlord nor for loss of or damage to any such property by theft or otherwise; provided, however, that subject to the provisions of Section 35.03 hereof, nothing contained in this Section 18.01 shall be construed to exculpate Landlord for loss, injury or damage to the extent caused by or due to resulting from the negligence or willful misconduct of Landlord, its agents, servants, employees or contractors or employees occurring within the scope a breach of their respective employmentsLandlord’s obligations under this Lease. Further, it being understood that no propertyneither Landlord, any Superior Lessor or any Superior Mortgagee, nor any member, partner, director, officer, principal, shareholder, agent, servant or employee of Landlord, any Superior Lessor or any Superior Mortgagee, shall be liable (a) for any such damage caused by other than such as might normally be brought tenants or persons in, upon or kept about the Building or the Real Property, or caused by operations in the Demised Premises as incident to the reasonable construction of any private, public or quasi-public work; or (b) even if negligent, for consequential damages arising out of any loss of use of the Demised Premises for the purpose herein permittedor any equipment, will be brought upon facilities or be kept in the Demised Premisesother Tenant’s Property therein by Tenant or any person claiming through or under Tenant. 19.02 18.02 Except to the extent caused by or resulting from the negligence or willful misconduct of Landlord, its agents, servants, employees or contractors or a breach of Landlord’s obligations under this Lease, Tenant shall indemnify and save hold harmless Landlord and all Superior Lessors and Superior Mortgagees and its and their respective members, partners, directors, officers, principals, shareholders, agents and employees from and against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) (i) claims arising from or in connection with (xa) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (y) any work or thing whatsoever done, or any condition created (other than by Tenant Landlord, its agents, or employees) in or about the Demised Premises during the Term term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actionsPremises; (b) any act, omission or (ii) arising from any negligent or otherwise wrongful act negligence of Tenant or any of its subtenants or licensees or its or their employeesmembers, agents partners, directors, principals, shareholders, officers, agents, employees or contractors; (c) any accident, injury or damage whatever occurring in, at or upon the Premises; and (bd) any breach or default by Tenant in the full and prompt payment and performance of Tenant’s obligations under this Lease; together with all reasonable costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claimsincluding, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant without limitation, all reasonable attorneys’ fees and Landlord shall have pari pasu liability based upon a determination of comparables faultexpenses. In case any action or proceeding be brought against Landlord and/or any Superior Lessor or Superior Mortgagee and/or its or their members, partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claimclaim covered by the foregoing indemnity, Tenant, upon notice from Landlord or such Superior Lessor or Superior Mortgagee, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceedingproceeding (by counsel reasonably satisfactory to Landlord or such Superior Lessor or Superior Mortgagee). 19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.

Non Liability and Indemnification. 19.01 Neither Landlord nor any agent 23.01. None of Landlord, Prime Landlord, Superior Mortgagee, Superior Lessor, their respective partners, joint venturers, directors, officers, agents, servants or employee of Landlord employees shall be liable to Tenant for any loss, injury or damage to Tenant or to any other person or for any damage toPerson, or loss (by theft to its or otherwise) of, any property of Tenant or of any other persontheir property, irrespective of the cause of such injury, damage or loss, unless caused by or due to resulting from the negligence intentional or willful misconduct of Landlord, Prime Landlord, Superior Mortgagee, Superior Lessor or its or their respective agents, contractors servants or employees occurring within in the scope operation or maintenance of the Land or Building to the extent caused by such intentional or willful misconduct. Further, Landlord, Prime Landlord, Superior Mortgagee, Superior Lessor or their respective employmentspartners, it being understood that no propertyjoint venturers, directors, officers, agents, servants or employees shall not be 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 work, performed by someone other than such as might normally be brought upon Landlord, or kept by public or quasi-public work; or (b) even in the Demised Premises as incident to the reasonable event of intentional or willful misconduct, for consequential damages arising out of any loss of use of the Demised Premises for the purpose herein permittedor any equipment or facilities therein by Tenant or any Person claiming through, will be brought upon against or be kept in the Demised Premisesunder Tenant. 19.02 23.02. Tenant shall indemnify indemnify, defend and save hold harmless Landlord Landlord, Prime Landlord, Superior Mortgagees, all Superior Lessors and its agents and their respective partners, joint venturers, directors, officers, agents, servants and employees from and against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) (i) claims arising from or in connection with (xa) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (y) any work or thing whatsoever done, or any condition created (other than by Tenant Landlord) in or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Premises, caused by Tenant’s actions, its agents, servants, representatives or employees; (iib) arising from any negligent act, omission or otherwise wrongful act negligence of Tenant or any of its subtenants or licensees or its or their employeespartners, agents joint venturers, directors, officers, agents, employees or contractors; (c) any accident, injury or damage whatever (unless caused solely by Landlord's negligence) occurring in the Demised Premises caused by Tenant, its agents, servants, representatives or employees; and (bd) any breach or default by Tenant in the full and prompt payment and performance of Tenant' s obligations under this Lease. Tenant's obligation to indemnify shall also include all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claimsincluding, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant without limitation, all reasonable attorney's fees, expert fees and Landlord shall have pari pasu liability based upon a determination of comparables faultexpenses. In case the event any action or proceeding be is brought against Landlord Landlord, Prime Landlord, Superior Mortgagee and/or any Superior Lessor and/or its or their partners, joint venturers, directors, officers, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding, by counsel reasonably satisfactory to Landlord. 19.03 Except as otherwise expressly provided 23.03. Notwithstanding any provision to the contrary, Tenant shall look solely to the estate and property of Landlord in and to the Land and Building (or the proceeds received by Landlord on a sale of such estate and property but not the proceeds of any financing or refinancing thereof) in the event of any claim against Landlord arising out of or in connection with this Lease, this Lease the relationship of Landlord and Tenant or Tenant's use of the obligations Demised Premises or the Common Areas, and Tenant agrees that the liability of Tenant hereunder shall be in no wise affected, impaired the Landlord arising out of or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national 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 estate and property of Landlord (or sale proceeds). No other public emergency properties or shortages assets of fuelLandlord or any partner, supplies joint venturer, director, officer, agent, servant or labor resulting therefromemployee of Landlord shall be subject to levy, acts of God execution or other like cause beyond Landlord’s reasonable controlenforcement procedures for the satisfaction of any judgment (or other judicial process) or for the satisfaction of any other remedy of Tenant 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 and if Tenant shall have no acquire a lien on or interest in any other properties or assets by judgment or otherwise, Tenant shall 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 offset against specific performance and any Fixed Rent other remedy allowed in equity if specific performance or Additional Rent due hereunder such other remedy could result in any liability of Landlord for the payment of money to Tenant or to any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditionedthird party.

Non Liability and Indemnification. Section 19.01 Neither Landlord nor any agent Landlord's agents, officers, directors, shareholders, partners or employee of Landlord principals (disclosed or undisclosed) shall be liable to Tenant for or Tenant's agents, employees, contractors, invitees or licensees or any other occupant of the Premises, and Tenant hereby indemnifies Landlord against 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 or damage to Tenant (or to any other person or of Tenant's agents, employees, contractors, subcontractors, guests, invitees, licensees, concessionaires and/or subtenants) for any damage to, or loss (by theft or otherwise) of, any of Tenant's Property or of the property of Tenant or any of any other personTenants' agents, employees, contractors, subcontractors, guests, invitees, licensees, concessionaires and/or subtenants, irrespective of the cause of such injury, damage or loss, unless caused by or due to the negligence or willful misconduct of Landlord or Landlord, its 's agents, contractors employees, contractors, invitees or employees occurring within the scope of their respective employmentslicensees, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident incidental to the reasonable use of the Demised Premises for the purpose purposes herein permitted, permitted will be brought upon or be kept in the Demised Premises; provided, however, that even if due to any such negligence of Landlord or Landlord's agents, Tenant waives, to the full extent permitted by law, any claim for consequential damages in connection therewith. Landlord and Landlord's agents shall not be liable, to the extent of Tenant's insurance coverage, for any loss or damage 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 entrusted by or on behalf of Tenant shall be deemed to be acting as Tenant's agent with respect to such property and neither Landlord nor Landlord's agents shall be liable for any loss of or damage to any such property by theft or otherwise. Section 19.02 Neither any (a) performance by Landlord, Tenant shall indemnify and save harmless or others of any repairs, improvements, alterations, additions, installments, substitutions, betterments or decorations in or to the Real Property, Building Equipment or Premises, (b) failure of Landlord and its agents or others to make any repairs or improvements, (c) damage to the Building Equipment, Premises or Tenant's Property, (d) injury to any persons, caused by other tenants or persons in the Building, or by operations in the construction of any private, public or quasi-public work, or by any other cause, (e) latent defect in the Building, Building Equipment or Premises, (f) Section 19.03 Tenant hereby indemnifies Landlord against and liability in connection with or arising from (a) any and all claimsdefault by Tenant in the performance of any of the terms of this Lease on Tenant's part to be performed, costs or expenses (including, but not limited to reasonable counsel fees) (i) arising from (xb) the conduct use or management occupancy or manner of use or occupancy of the Demised Premises or of any business therein by Tenant during or any person claiming under Tenant in violation of the Term provisions of this Lease, or (yc) any work acts, omissions or thing whatsoever donenegligence of Tenant or its contractors, subcontractors, agents, employees, invitees or any condition created by Tenant licensees, in or about the Demised Premises or the Real Property either prior to, during or after the Term expiration of, the Term. Section 19.04 Tenant shall pay to Landlord as Additional Rent, within ten (10) days following rendition by Landlord to Tenant of bills or statements therefor, sums equal to all losses, costs, liabilities, claims, damages, fines, penalties and expenses referred to in Section 19.03. Section 19.05 The provisions of Sections 19.01 and 19.03 are subject to the provisions of Sections 8.06 and 8.07 and in the event of any inconsistency the provisions of 8.06 and 8.07 shall control. Section 19.06 Landlord agrees that in any action brought against Tenant by Landlord, Landlord will not make a claim against Tenant for consequential damages (as opposed to actual damages); provided that nothing contained in this Section 19.06 shall be deemed to limit Landlord's right to (a) seek such damages as set forth in Article 17 and elsewhere in this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act of Tenant or any of its subtenants or licensees or its or their employees, agents or contractorswhich shall not be deemed consequential damages), and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding. 19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations indemnification under this Lease by reason of strikeArticle 19, other labor trouble, governmental pre-emption or priorities or other controls even if it would result in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditionedpaying consequential damages.

Non Liability and Indemnification. 19.01 (a) Neither Landlord (except to the extent expressly set forth in this lease) any affiliate of Landlord or any Superior Mortgagee, nor any agent direct or indirect partner, member, trustee, managing agent, beneficiary, director, officer, shareholder, principal, agent, servant or employee of Landlord or of any affiliate of Landlord or any Superior Mortgagee (in any case whether disclosed or undisclosed) (each of the foregoing being sometimes referred to herein as a “Landlord Party”), shall be liable to Tenant for any loss, injury or damage to Tenant or to any other person or for any damage toperson, or loss (by theft to its or otherwise) of, any property of Tenant or of any other persontheir property, irrespective of the cause of such injury, damage or loss, unless nor shall the aforesaid parties be liable for any damage to property of Tenant or of others entrusted to employees of Landlord, nor for loss of or damage to any such property by theft or otherwise; provided, however, that subject to the provisions of Section 9.04 and Section 35.03, nothing contained in this Section 18.01(a) shall be construed to exculpate Landlord for loss, injury or damage to the extent caused by or due to resulting from the negligence or willful misconduct of Landlord, its agents, servants, employees and contractors in the operation and maintenance of the Premises and Real Property. Further, no Landlord Party shall be liable, (i) for any such damage caused by other tenants or employees occurring within the scope of their respective employmentspersons in, it being understood that no property, other than such as might normally be brought upon or kept in about the Demised Premises as incident to the reasonable Building or Real Property; or (ii) even if negligent, for indirect, consequential, special, punitive, exemplary, incidental or other like damages arising out of any loss of use of the Demised Premises or any equipment, facilities or other Tenant’s Property therein by Tenant or any person claiming through or under Tenant. (b) Neither Tenant (except to the extent expressly set forth in this lease), any Affiliate of Tenant, nor any direct or indirect partner, member, trustee, managing agent, beneficiary, director, officer, shareholder, principal, agent, servant or employee of Tenant (in any case whether disclosed or undisclosed) (each of the foregoing being sometimes referred to herein as a “Tenant Party”), shall be liable to Landlord for any loss, injury or damage to Landlord or to any other person, or to its or their property, irrespective of the purpose herein permittedcause of such injury, will damage or loss, nor shall the aforesaid parties be brought liable for any damage to property of Landlord or of others entrusted to employees of Tenant, nor for loss of or damage to any such property by theft or otherwise; provided, however, that subject to the provisions of Section 9.04 and Section 35.03, nothing contained in this Section 18.01(b) shall be construed to exculpate Tenant for loss, injury or damage to the extent caused by or resulting from the negligence of Tenant, its agents, servants, employees and contractors in the operation or maintenance of the Premises. Further, no Tenant Party shall be liable, (i) for any such damage caused by other tenants or persons in, upon or be kept about the Building or Real Property; or (ii) even if negligent, for indirect, consequential, special, punitive, exemplary, incidental or other like damages arising out of any loss of use of Premises or any equipment, facilities or other property of Landlord by Landlord or any person claiming through or under Landlord (including, without limitation, damages for lost profits or opportunities, or the loss by foreclosure, deed in lieu, or otherwise, of all or any portion of Landlord’s interest in the Demised Premises). 19.02 18.02. Subject to the terms of Section 9.04 relating to waivers of subrogation (to the extent that such waivers of subrogation shall be applicable in any case), Tenant shall indemnify and save hold harmless each Landlord Party from and its agents against any and all claims arising from or in connection with (a) any and all claimsthe occupancy, costs or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (y) any work or thing whatsoever done, or any condition created (other than by Tenant Landlord, its agents, employees or contractors) in or about the Demised Premises during the Term term of this Lease lease; (b) any act, omission (where there is an affirmative duty to act) or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act negligence of Tenant or any of its subtenants or licensees or its or their partners, directors, principals, shareholders, officers, agents, employees or contractors; (c) any accident, injury or damage whatever (except to the extent caused by the negligence or willful misconduct of Landlord or its agents, employees, agents or contractors) occurring in, at or upon the Premises; and (d) any breach or default by Tenant in the full and prompt payment and performance of Tenant’s obligations under this lease. In case any action or proceeding be brought against Landlord and/or any Landlord Parties by reason of any such claim, Tenant, upon notice from Landlord or such Landlord Party, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Landlord and such Landlord Party. Provided that Tenant complies with the requirements of this Section with respect to any third-party claim, Tenant shall not be liable for the costs of any separate counsel employed by Landlord or any Landlord Party with respect thereto. If the issuer of any insurance policy maintained by Tenant and meeting the applicable requirements of this lease shall assume the defense of any such third-party claim, then Landlord and such Landlord Party shall permit such insurance carrier to defend the claim with its counsel and (i) neither Landlord nor any Landlord Party shall settle such claim without the consent of the insurance carrier (unless such settlement would relieve Landlord or such Landlord Party of all liability for which Tenant or its insurance carrier may be liable hereunder and Tenant and its insurance carrier shall have no liability for such settlement), (ii) Tenant shall have the right to settle such claim without the consent of Landlord if Landlord and each Landlord Party and their respective insurance carriers would be relieved of all liability in connection therewith, (iii) Landlord and each applicable Landlord Party shall reasonably cooperate, at Tenant’s expense, with the insurance carrier in its defense of any such claim, and (iv) Tenant shall not be liable for the costs of any separate counsel employed by Landlord or any Landlord Party. In no event shall Tenant be liable for indirect, consequential, special, punitive, exemplary, incidental or other like damages (including, without limitation, damages for lost profits or opportunities, or the loss by foreclosure, deed in lieu, or otherwise, of all or any portion of Landlord’s interest in the Premises). The provisions of the preceding four sentences shall apply with full force and effect to any obligation of Tenant contained in this lease to indemnify Landlord and/or all Landlord Parties, without respect to whether such indemnification obligation is set forth in this Article 18 or elsewhere in this lease. 18.03. Notwithstanding anything contained in Section 18.01 to the contrary and subject to the terms of Section 9.04 relating to waivers of subrogation (to the extent that such waivers of subrogation shall be applicable in any case), Landlord shall indemnify and hold harmless each Tenant Party from and against (a) any and all third-party claims arising from or in connection with any act, omission (where there is an affirmative duty to act) or negligence of Landlord and its partners, directors, principals, shareholders, officers, agents, employees or contractors, and (b) any breach or default by Landlord in the full and prompt performance of Landlord’s obligations under this lease; together with all reasonable out-of-pocket costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable out-of-pocket attorneys’ fees and expenses. Notwithstanding anything to In no event shall Landlord be liable for indirect, consequential, special, punitive, exemplary, incidental or other like damages (including, without limitation, damages for lost profits or opportunities, or the contraryloss by foreclosure, deed in lieu, or otherwise, of all or any portion of Tenant’s interest in the Premises). If any such third-party claim is asserted against Tenant and/or any Tenant Party, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant give Landlord prompt notice thereof and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case resist and defend such third-party claim (including any action or proceeding thereon) by counsel reasonably satisfactory to Tenant. Provided that Landlord complies with the requirements of this Section with respect to any third-party claim, Landlord shall not be brought against liable for the costs of any separate counsel employed by Tenant or any Tenant Party with respect thereto. If the issuer of any insurance policy maintained by Landlord by reason and meeting the applicable requirements of this lease shall assume the defense of any such third-party claim, then Tenant shall permit such insurance carrier to defend the claim with its counsel and (i) neither Tenant nor any Tenant Party shall settle such claim without the consent of the insurance carrier (unless such settlement would relieve Tenant or such Tenant Party of all liability for which Landlord or its insurance carrier may be liable hereunder and Landlord and its insurance carrier shall have no liability for such settlement), (ii) Landlord shall have the right to settle such claim without the consent of Tenant if Tenant, each Tenant Party and their respective insurance carriers would be relieved of all liability in connection therewith, (iii) Tenant and each applicable Tenant Party shall reasonably cooperate, at Landlord’s expense, with the insurance carrier in its defense of any such claim, Tenant, upon notice from and (iv) Landlord shall from time not be liable for the costs of any separate counsel employed by Tenant or any Tenant Party. The provisions of this Section 18.03 shall apply with full force and effect to time, pay all any obligation of Landlord’s costs and expenses incurred to resist and defend such action or proceeding. 19.03 Except as otherwise expressly provided Landlord contained in this Leaselease to indemnify Tenant and/or a Tenant Party, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord without respect to whether such indemnification obligation is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever set forth in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor Article 18 or elsewhere in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditionedthis lease.

Non Liability and Indemnification. 19.01 21.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant, its employees, agents, contractors and licensees, and Tenant shall hold Landlord harmless for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or and/or of any other person, irrespective of the cause of such injury, damage or loss, unless (with respect to personal injury only) such injury was caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors agents or employees occurring within the scope of their respective employments, employees; it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose purposes herein permitted, will be brought upon or be kept in the Demised Premises. Landlord shall not be liable in any event for loss of, or damage to, any property entrusted to any of Landlord's employees or agents by Tenant without Landlord's specific written consent. 19.02 21.02 Tenant shall defend, indemnify and save harmless Landlord and its agents and employees against and from (a) any and all liabilities, obligations, damages, penalties, claims, costs costs, charges and expenses, including reasonable architects' and attorneys' fees, which may be imposed upon or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct incurred by or management asserted against Landlord and/or its agents by reason of any of the Demised Premises or of any business therein by Tenant following occurring during the Term term of this Lease, or (y) during any work or thing whatsoever done, or any condition created by Tenant in or about the Demised Premises during the Term of this Lease or during the period of time, if any, time prior to the Term Rent Commencement Date that Tenant may have been given access to or possession of all or any part of the Demised Premises if arising due pursuant to Section 3.02: (A) any work or thing done in or about the Demised Premises or any part thereof by or at the instance of Tenant’s actions, its agents, contractors, subcontractors, servants, employees, licensees or invitees; (iiB) arising from any negligent negligence or otherwise wrongful act or omission on the part of Tenant or any of its subtenants or agents, contractors, subcontractors, servants, employees, subtenants, licensees or invitees; (C) any accident, injury or damage to any person or property occurring in, on or about the Demised Premises or any part thereof; or (D) any failure on the part of Tenant to perform or comply with any of the covenants, agreements, terms, provisions, conditions or limitations contained in this Lease on its part to be performed or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables faultcomplied with. In case any action or proceeding be is brought against Landlord by reason of any such claim, Tenant, Tenant upon written notice from Landlord Landlord, shall from time to time, pay all of Landlord’s costs and expenses incurred to at Tenant's expense resist and or defend such action or proceedingproceeding by counsel approved by Landlord in writing, which approval Landlord shall not be unreasonably withheld. 19.03 21.03 Whenever either party shall be obligated under the terms of this Lease to indemnify the other party, the indemnifying party may select legal counsel (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) and shall keep the indemnified party fully apprised at all times of the status of such defense. Legal counsel of the insurer for either party is hereby deemed satisfactory to both parties. 21.04 Except as otherwise expressly provided in this Leaseherein, this Lease and the obligations of Tenant to pay rent hereunder and perform all of the other covenants, agreements, terms, provisions and conditions hereunder on the part of Tenant to be performed shall be in no wise way be affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, fulfill any of its obligations under this Lease or is unable to supply or is delayed in supplying any service, express or implied, to be supplied or is unable to make or is delayed in supplying any equipment or fixtures if Landlord is prevented or delayed from so doing by reason of strikeany cause whatsoever beyond Landlord's reasonable control, other including, but not limited to, Acts of God, strikes, labor troubletroubles, governmental pre-emption or priorities or other controls preemption in connection with a national other public emergency or shortages by reason of fuelany rule, supplies order or labor resulting therefromregulation of any department or subdivision thereof of any governmental agency or by reason of the conditions of supply and demand which have been or are affected by war, acts of God hostilities or other like cause beyond Landlord’s similar emergency; provided that Landlord shall in each instance exercise reasonable controldiligence to effect performance when and as soon as possible. 21.05 Notwithstanding any contrary provisions of this Lease whatsoever, including, without limitation, those pertaining to use and Permitted Use, Tenant shall not use, or permit the use of the Demised Premises, the Building or the Complex so as to create or result in, directly or indirectly, (a) any sudden or gradual spill, leak, discharge, escape, seepage, infiltration, abandonment, dumping, disposal or storage of any hazardous or industrial waste, substance or contamination, effluent, sewage, pollution or other detrimental or deleterious material or substance (including without limitation asbestos), or the disposal, storage or abandonment on the Complex of any material, tank or container holding or contaminated by any of the foregoing residues thereof, or the installation of any material or product containing or composed of any of the foregoing, in, on, from under or above the Complex (the foregoing occurrences being hereinafter collectively called "Environmental Hazard"), or (b) any violation, or state of facts or condition which would result in a violation, of any Federal, State or local statute, law, code, rule, regulation or order applicable to any Environmental Hazard (the foregoing being hereinafter collectively call "Legal Violation"). In the event of the violation of the foregoing by Tenant, in addition to all other rights and remedies of Landlord under this Lease, regardless of when the existence of the Environmental Hazard or Legal Violation is determined, and whether during the Term or after the Expiration Date, (I) Tenant shall, immediately upon notice from Landlord, at Tenant's sole cost and expense, at Landlord's option, either (x) take all action necessary to test, identify and monitor the Environmental Hazard and to remove the Environmental Hazard from the Complex and dispose of the same and restore the Complex to the condition existing prior to such removal, and/or to remedy any Legal Violation, all in accordance with applicable Federal, State and local statutes, laws, codes, rules, regulations or orders or (y) reimburse Landlord for all costs and expenses incurred by Landlord for engineering or environmental consultant or laboratory services, in testing, investigating, identifying and monitoring the Environmental Hazard and in removing and disposing of the Environmental Hazard and in restoring the Complex, and/or in remedying any Legal Violation, and (ii) Tenant shall and hereby does defend with legal counsel acceptable to Landlord, indemnify and save harmless Landlord and Landlord's employees, agents, officers and directors ("Others in Interest") against and from all liabilities, obligations, damages, penalties, claims, costs, charges and expenses, including architects' and attorneys' fees and disbursements which may be imposed upon or incurred by or asserted against Landlord and Others in Interest, whether by any governmental authority, Tenant or other third party, by reason of any violation or alleged violation of any of the foregoing provisions of this Section. 21.06 Landlord shall defend, indemnify and save harmless Tenant and its agents and employees against and from all liabilities, obligations, damages, penalties, claims, costs, charges and expenses, including reasonable architects' and attorneys' fees, which may be imposed upon or incurred by or asserted against Tenant and/or its agents by reason of any of the following occurring during the term of this Lease, or during any period of time prior to the Rent Commencement Date that Tenant may have no right been given access to or possession of offset against all or any Fixed Rent part of the Demised Premises pursuant to Section 3.02: (a) any work or Additional Rent due hereunder for thing done in or about the Demised Premises or any reason whatsoever. Wherever part thereof by or at the instance of Landlord, its agents, contractors, subcontractors, servants or employees; (b) any negligence or otherwise wrongful act or omission on the part of Landlord or any of its agents, contractors, subcontractors, servants, or employees; or 27 (c) any failure on the part of Landlord to perform or comply with any of the covenants, agreements, terms, provisions, conditions or limitations contained in this Lease a party agrees on its part to indemnify be performed or complied with. Notwithstanding the otherforegoing, the indemnitee Landlord's indemnification obligations in this Section 21.06 shall give prompt notice be limited to the indemnitor of any claim, shall cooperate with the indemnitor in defense extent of the claim thereof as may coverage provided under Landlord's insurance for such indemnity provided such indemnification obligation is a covered item under such insurance. In no event shall Landlord be reasonably required liable to pay Tenant for any punitive or consequential damages the Tenant must pay, including, without limitation, damages for loss of business. 21.07 The agreements to indemnify, defend and hold harmless contained in this Article 21 are not intended to and shall not settle such claim without indemnitor’s prior written consent, not relieve any insurance carrier of its obligations under policies required to be unreasonably withheldcarried by Landlord or Tenant, delayed respectively, pursuant to this Lease to the extent that such policies cover the subject incident. The parties' respective obligations under this Article 21 shall survive the expiration or conditionedearlier termination of the term of this Lease.

Non Liability and Indemnification. 19.01 19.1 Neither Landlord nor any agent Landlord's agents, employees, officers, directors, shareholders, partners, partners of such partners or employee of Landlord principals (disclosed or undisclosed) nor its mortgagees shall be liable to Tenant Tenant, for any loss, liability, claim, damage, expense (including reasonable attorneys' fees and disbursements), penalty or fine incurred in connection with or arising by reason of Tenant's or any other occupant's use of the Premises including, without limitation, any injury to Tenant, Tenant's agents, employees, contractors, invitees or damage to Tenant licensees or any other occupant of the Premises, or to any other person or for any damage to, or loss (by theft or otherwise) of, of any of Tenant's property or of Tenant or the property of any other person, irrespective of the cause of such injury, damage or loss unless due to the negligence or willful misconduct of Landlord or Landlord's agents, its employees, contractors, invitees or licensees. Any Building employee to whom any property shall be entrusted by or on behalf of Tenant shall be acting as Tenant's agent with respect to such property, and neither Landlord nor Landlord's agents shall be liable for any loss or damage to any such property. 19.2 Neither any (a) performance by Landlord, Tenant or others of any repairs or improvements in or to the Land, Building or Premises, (b) failure of Landlord or others to make any such repairs or improvements, except in breach of the terms of this Lease, (c) damage to the Building equipment, Premises or Tenant's personal property, (d) injury to any persons, caused by other tenants or persons in the Building, or by operations in the construction of any private, public or quasi-public work, (e) latent defect in the Building, Building equipment or Premises, (f) temporary covering or bricking up of any windows of the Premises, by reason of any Legal Requirement or any Insurance Requirement, nor (g) inconvenience or annoyance to Tenant or injury to or interruption of Tenant's business by reason of any of the events or occurrences referred to in the foregoing subdivisions (a) through (f) shall impose any liability on Landlord to Tenant, any occupant or any third party claiming by, through or under Tenant. Landlord, in making any repairs, alterations or improvements hereunder, shall prosecute the same utilizing such reasonable methods in order to minimize any disruption to Tenant's use of the Premises or the conduct of its business therein. In no event, however, shall Landlord be liable for injury or damage to Tenant or its property unless such injury or damage is caused by the negligence or willful misconduct of Landlord or Landlord's agents, employees, contractors, invitees or licensees. Landlord shall furnish a security program with respect to ingress and egress from the Building and the Common Areas as set forth in Subsection 8.1(viii), but no representation is made that any security or communications systems, devices or procedures furnished by Landlord will be effective to prevent injury to Tenant or any other person or damage to, or loss (by theft or otherwise) of any of Tenant's personal property or the property of any other person and in no event shall Landlord be liable to Tenant for any failure of Tenant's computer, telecommunications or data base systems. Landlord reserves the right to discontinue or modify such communications and security systems or procedures without liability so long as Landlord shall continue to maintain communications or security systems comparable to those of Class A office buildings in Jersey City, New Jersey or, if there are no similar office buildings in Jersey City, New Jersey, similar office buildings in the City of New York. 19.3 Tenant hereby indemnifies Landlord and Master Landlord and their respective agents, employees, contractors, officers, directors, shareholders, partners, partners of such partners, and principals (disclosed or undisclosed) and their respective mortgagees, successors and assigns against all claims, liability or expense (including reasonable attorneys' fees and disbursements) to the extent incurred in connection with or arising from (a) the use or occupancy or manner of use or occupancy of the Premises by Tenant or any person claiming by, through or under Tenant, and/or (b) death, personal injury or property damage (subject to Sections 17.4 and 17.5) arising out of the negligent or wrongful acts or omissions of Tenant, or the contractors, agents, employees, invitees or licensees of Tenant in connection with the performance of any Alterations or any other work, labor, services or materials done for or supplied to Tenant, including, without limitation, the installation, maintenance (or failure to maintain) or removal of Tenant's Corridor Signs, (c) any negligent or wrongful acts or omissions of Tenant or any contractors, agents, employees, invitees or licensees of Tenant in or about the Premises or the Building either prior to, during or after the expiration of the Term; and/or (d) any notices of violation or mechanic's liens arising from or in connection with the performance of any Alterations or any other work, labor, services or materials done for or supplied to Tenant, including, without limitation, the installation, maintenance (or failure to maintain) or removal of Tenant's Corridor Signs. Landlord shall give reasonable prior written notice to Tenant that Landlord is seeking to be indemnified by Tenant, and Landlord will reasonably cooperate with Tenant in Tenant's efforts to indemnify Landlord. If any action, suit or proceeding arising from any of the foregoing is brought against Landlord, Tenant will resist and defend such action, suit or proceeding or cause the same to be resisted and defended by counsel designated by Tenant (which counsel shall be reasonably satisfactory to Landlord). If and to the extent that the foregoing provisions of this Section 19.3 may be unenforceable for any reason, Tenant hereby agrees to make the maximum contribution to payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. 19.4 Landlord hereby releases Tenant from any liability to Landlord on account of, and hereby agrees to indemnify, defend, and hold Tenant and its agents, employees, contractors, officers, directors, shareholders, partners, partners of such partners (disclosed or undisclosed) harmless from, any and loss, unless liability, claim, damage, expense (including reasonable attorneys' fees and disbursements), penalty or fine incurred in connection with or arising from personal injury, death, or property damage (subject to Sections 17.4 and 17.6) occurring in or about the Premises or Building and proximately caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors contractors, employees, invitees or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premiseslicensees. 19.02 Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs or expenses (including, but not limited 19.5 When the claim is determined to reasonable counsel fees) (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Lease, or (y) any work or thing whatsoever done, or any condition created by Tenant in or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to caused by the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s joint negligence or willful misconduct but of Landlord and Tenant or the indemnifying party and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action third-party unrelated to the indemnifying party, except the indemnifying party's agents, employees, or proceeding be brought against Landlord by reason of any such claiminvitees, Tenantthe indemnifying party's duty to defend, upon notice from Landlord shall from time to timeindemnify, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding. 19.03 Except as otherwise expressly provided in this Lease, this Lease and hold the obligations of Tenant hereunder indemnified party harmless shall be in no wise affectedproportion to the indemnifying party's allocable share of the joint negligence or willful misconduct. 19.6 The indemnifying party shall pay to the indemnified party, impaired within thirty (30) days after written demand therefor, sums equal to all losses and other liabilities referred to in Section 19.3 or excused because Landlord is unable to fulfill19.4, as applicable. The indemnifying party shall not be subject to, or is delayed in fulfillingliable for, any of its obligations consequential damages whatsoever under this Lease by reason Article 19. The obligations of strike, other labor trouble, governmental pre-emption indemnifying party under this Article 19 shall survive the expiration or priorities or other controls in connection with a national other public emergency or shortages earlier termination of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditionedLease.

Non Liability and Indemnification. 19.01 Neither (a) Except to the extent caused by the negligence and/or willful misconduct of Landlord and/or anyone acting through or under Landlord, neither Landlord, any Superior Lessor or any Superior Mortgagee, nor any agent direct or indirect member, partner, director, officer, shareholder, principal, agent, servant or employee of Landlord Landlord, any Superior Lessor or any Superior Mortgagee (whether disclosed or undisclosed), shall be liable to Tenant for (i) any loss, injury or damage to Tenant or to any other person or for any damage toperson, or loss (by theft to its or otherwise) of, any property of Tenant or of any other persontheir property, irrespective of the cause of such injury, damage or loss, unless nor shall the aforesaid parties be liable for any loss of or damage to property of Tenant or of others entrusted to employees of Landlord, (ii) any loss, injury or damage described in clause (i) above caused by other tenants or due persons in, upon or about the Building, or caused by operations in construction of any private, public or quasi-public work, or (iii) even if negligent, consequential, special or punitive damages arising out of any loss of use of the Premises or any equipment, facilities or other Tenant’s Property therein. (b) Tenant shall indemnify and hold harmless Landlord, all Superior Lessors and all Superior Mortgagees and each of their respective direct and indirect members, partners, directors, officers, shareholders, principals, agents and employees ( each, a “Landlord Indemnified Party”), from and against any and all claims arising from or in connection with (i) the conduct or management of the Premises or of any business therein, or any work or thing done, or any condition created, in or about the Premises, by any party other than Landlord, its agents, contractors or employees or anyone acting through or under such parties (ii) any negligent act or omission (where Tenant has a duty to act) committed by Tenant or any person claiming through or under Tenant or any of their respective direct or indirect members, partners, shareholders, directors, officers, agents, employees or contractors, (iii) any accident, injury or damage occurring in, at or upon the Premises, except to the extent caused by the negligence or willful intentional misconduct of Landlord, its agents, contractors or employees occurring within the scope of their respective employments, it being understood that no property, other than or anyone acting through or under such as might normally be brought upon or kept parties (iv) any default by Tenant in the Demised Premises as incident to the reasonable use performance of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises. 19.02 Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of Tenant’s obligations under this Lease, or and (yv) any work brokerage commission or thing whatsoever done, similar compensation claimed to be due by reason of any proposed subletting or any condition created assignment by Tenant in or about (irrespective of the Demised Premises during the Term exercise by Landlord of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) the options in Section 5.02(b)); together with all reasonable costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable attorneys’ fees and disbursements. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case If any action or proceeding be is brought against any Landlord Indemnified Party by reason of any such claim, Tenant, upon notice from Landlord shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding. 19.03 Except as otherwise expressly provided in this Leaseproceeding by counsel approved by Landlord, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and approval shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed conditioned or conditioneddelayed).

Non Liability and Indemnification. 19.01 Neither Landlord nor any agent Landlord's agents, officers, directors, shareholders, partners or employee of Landlord principals (disclosed or undisclosed) shall be liable to Tenant for 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 Real Property and/or the Building 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 or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant s property or of the property of any other person, irrespective of the cause of such injury, damage or loss, unless 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 willful misconduct of Landlord, its 's agents, contractors or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident incidental to the reasonable use of the Demised Premises for the purpose purposes herein permitted, permitted will be brought upon or be kept in the Demised Premises. 19.02 ; provided, however, that even if due to any such negligence of Landlord or Landlord's agents, Tenant waives, to the full extent permitted by law, any claim for consequential damages in connection therewith and Landlord and Landlord s agents shall not be liable, to the extent of Tenant's insurance coverage, for any loss or damage 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 entrusted by or on behalf of Tenant shall indemnify be deemed to be acting as Tenant's agent with respect to such property and save harmless neither Landlord and its nor Landlord's agents against and from (a) shall be liable for any and all claims, costs loss of or expenses (including, but not limited damage to reasonable counsel fees) (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Lease, or (y) any work or thing whatsoever done, or any condition created by Tenant in or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action property by theft or proceedingotherwise. 19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.

Non Liability and Indemnification. 19.01 A. Neither Landlord Sublandlord nor any agent or employee of Landlord Sublandlord’s agents shall be liable for: (i) any damage to Tenant property of Subtenant or of others entrusted to employees of Sublandlord or to Sublandlord’s agents, nor for the loss or damage to any property of Subtenant or of any of Subtenant’s agents, employees or contractors by theft or otherwise; (ii) any injury or damage to Tenant persons or to property resulting from fire, explosion, falling plaster, steam, gas, electricity, water, rain, snow or leaks from any part of the Building or from the pipes, appliances or plumbing works or from the roof, street or sub-surface or from any other person place or by dampness or by any other cause of whatsoever nature; (iii) any such damage caused by other tenants or persons in the Building or caused by operations in construction of any private, public or quasi-public work; or (iv) any latent defect in the Sublease Premises or in the Building. B. Subtenant agrees, irrespective of whether Subtenant shall have been negligent in connection therewith, to indemnify, protect, defend and save harmless, Overlandlord, Sublandlord and Overlandlord’s and Sublandlord’s respective partners, officers, directors, contractors, agents and employees (individually and collectively, the “Indemnified Party”) from and against any and all liability (statutory or otherwise), claims, suits, demands, damages, judgments, costs, fines, penalties, interest and expenses (including reasonable counsel and other professional fees and disbursements incurred in any action or proceeding, whether between Subtenant and the Indemnified Party, or between the Indemnified Party and any third party or otherwise), to which any such Indemnified Party may be subject or suffer arising from, or in connection with: (i) any liability or claim for any damage injury to, or loss (by theft or otherwise) death of, any property of Tenant person or of any other person, irrespective of the cause of such injury, damage or loss, unless caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises. 19.02 Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasepersons, or damage to property (y) including any work or thing whatsoever doneloss of use thereof), or any condition created by Tenant occurring in or about the Demised Sublease Premises during the Term of this Lease or and during the period of time, if any, prior to the Term Commencement Date that Tenant Subtenant may have been given access to the Demised Premises if arising due to Tenant’s actionsSublease Premises, unless caused by the gross negligence of Sublandlord, or (ii) arising the use and occupancy of the Sublease Premises, or from any negligent work, installation or otherwise wrongful act of Tenant thing whatsoever done or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred omitted in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything about the Sublease Premises during the Term and during the period of time, if any, prior to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall Commencement Date that Subtenant may have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord shall from time been given access to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding. 19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfillSublease Premises, or is delayed (iii) any default by Subtenant in fulfilling, any the performance of its Subtenant’s obligations under this Lease by reason Sublease, or (iv) any act, omission, carelessness, negligence or misconduct of strike, other labor trouble, governmental pre-emption Subtenant or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claimof Subtenant’s agents, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed employees or conditionedcontractors.

Non Liability and Indemnification. 19.01 Neither Landlord nor any agent or employee of 20.01. Landlord shall not be liable held responsible for and is hereby expressly relieved from any and all liability by reason of any injury, loss, or damage to Tenant for any person or property in or about the Premises or the Property, whether the loss, injury or damage be to Tenant or to any other the person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective except to the extent such injury, loss or damage is due to the negligence or willful misconduct of the cause Landlord. Tenant agrees to indemnify, defend and save Landlord harmless from and against all claims, actions, damages, liabilities and expenses, including but not limited to reasonable attorneys' fees and other legal expenses, on account of such injury, loss or damage arising (i) from any occurrence in, upon or lossat the Premises, unless caused by or except to the extent due to the negligence or willful misconduct of Landlord, or (ii) from any occurrence in or about the Property arising from the negligence or willful misconduct of Tenant or its employees, agents, contractors contractors, guests or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premisesinvitees. 19.02 20.02. Tenant shall indemnify not be held responsible for and save harmless Landlord and its agents against and is hereby expressly relieved from (a) any and all liability by reason of any injury, loss, or damage to any person or property in or about the Property (exclusive of the Premises), whether the loss, injury or damage be to the person or property of Landlord or any other person, except to the extent such injury, loss or damage is due to the negligence or willful misconduct of Tenant. Landlord agrees to indemnify, defend and save Tenant harmless from and against all claims, costs or expenses (includingactions, damages, liabilities and expenses, including but not limited to reasonable counsel fees) (i) attorneys' fees and other legal expenses, on account of such injury, loss or damage to the extent arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Lease, or (y) any work or thing whatsoever done, or any condition created by Tenant in or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and of Landlord shall have pari pasu liability based upon a determination or its employees, agents, contractors, guests or invitees (excluding any other tenants of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceedingthe Building). 19.03 20.03. Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise way affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national or other public emergency or shortages of fuel, fuel supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.

Non Liability and Indemnification. 19.01 23.01 Neither Landlord nor any agent 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 for any damage toPerson, or loss (by theft to its or otherwise) of, any property of Tenant or of any other persontheir property, irrespective of the cause of such injury, damage or loss, unless caused by or due to resulting from the negligence or willful misconduct of Landlord, its agents, contractors servants or employees occurring within in the scope operation or maintenance of their respective employmentsthe Land or Building without contributory negligence on the part of Tenant or its employees, it being understood that no propertylicensees, agents or contractors. Further, neither Landlord nor any partner, joint venturer, director, officer, agent, servant or employee of Landlord shall be liable (a) for any such damage caused by other than such as might normally be brought tenants or Persons in, upon or kept about the Land or Building, or caused by operations in the Demised Premises as incident to the reasonable construction of any private, public or quasi-public work; or (b) even if negligent, for consequential damages arising out of any loss of use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises. 19.02 any equipment or facilities therein by Tenant or any Person claiming through or under Tenant. Tenant shall indemnify and save harmless Landlord and its agents any partner, joint venturer, director, officer, agent servant or employee of Landlord against and from form all liabilities, suits, obligations, fines, damages, penalties, claims, costs, charges and expenses, including without limitation, attorneys’ fees and disbursements, which may be imposed upon or asserted against or reasonably incurred by Landlord by reason of any of the following occurring during the Term unless caused by the negligence of Landlord or its respective assigns, agents or employees without contributory negligence on the part of Tenant, or its licensees, employees or agents: (a) any and all claimsAny use, costs or expenses (includingnon-use, but not limited to reasonable counsel fees) (i) arising from (x) the conduct possession, occupation, alteration, repair, condition, operation, maintenance or management of the Demised Premises or any part thereof attributable to the negligent or wrongful acts of any business therein by Tenant during the Term of this Lease, or (y) any work or thing whatsoever doneTenant, or any condition created by Tenant in of its licensees, or its agents or employees, including, without limitations, any street, alley sidewalk, curb, vault or passageway comprising a part of the Demised Premises or adjacent thereof; (b) any act or failure to act on the part of Tenant, or any of its agents, contractors, servants, employees, licensees or invitees; (c) Any accident, injury (including death) or damage to any person or property occurring in, on or about the Demised Premises during or any part thereof or in, or about any street, alley, sidewalk, curb, vault or passageway comprising a part thereof or adjacent thereto, including any and all areas, the Term repair and maintenance of this Lease which Tenant is responsible for pursuant to Article 17 hereof, which accident, injury or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due damage is attributable to Tenant’s actions’s, or (ii) arising from any negligent or otherwise wrongful act of Tenant or any of its subtenants licensees’, agents’ or licensees employees acts or failure to act; (d) Any lien or claim which may be alleged to have arisen against or on the Demised Premises, or any lien or claim created or permitted to be created by T▇▇▇▇▇ and which arises out of T▇▇▇▇▇’s tenancy hereunder, against any assets of Landlord or any liability asserted against Landlord with respect thereto not arising by reason of a debt or liability of Landlord for which Tenant is not otherwise liable under the provisions of this Lease; (e) Any contest permitted pursuant to the provisions of Article 11 hereof, except as provided therein; (f) Any failure on the part of Tenant to keep, observe and perform any of the terms, covenants, agreements, provisions, conditions or limitations contained in any other contracts and agreements affecting the Demised Premises, on Tenant’s part to be kept, observed or performed; (g) Any failure on the part of Tenant to pay Rent or to perform or comply with any of the covenants, agreements, terms or conditions contained in this Lease, or on its part to be performed or their employeescomplied with and the exercise by Landlord of any remedy provided in this Lease with respect thereto; or (h) Any claim for brokerage commissions, agents fees or contractors, and (b) all costs, expenses and liabilities incurred in other compensation by any person other then the Broker who alleges to have acted or dealt with Tenant in connection with each such claim this lease or the transactions contemplated by this Lease. 23.02 The provisions of this Article 23 and all other indemnity provisions elsewhere contained in this Lease shall survive the Expiration Date, but only in respect of acts and occurrences arising on or prior to the later of the Expiration Date or the date upon which possession of the Demised Premises is surrendered to Landlord. 23.03 The obligations of Tenant under this Article 23 shall not in any way be affected by the absence in any case of covering insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under insurance policies affecting the Demised Premises. 23.04 If any claim, action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs is made or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any event as to which Tenant is indemnifying Landlord pursuant to Section 23.01 hereof, then upon demand by Landlord, Tenant, at its sole cost and expense, shall resist or defend such claim, action or proceeding in Landlord’s name, if necessary, by the attorneys for Tenant’s insurance carrier (if such claim, upon notice from action or proceeding is covered by insurance), otherwise by such attorneys as Landlord shall from time approve, which approval shall not be unreasonably withheld or delayed. L▇▇▇▇▇▇▇ agrees that in the event Landlord is named as a party to timean action, pay all Landlord will reasonably cooperate with T▇▇▇▇▇ in the conduct of the proceedings. Notwithstanding the foregoing, Landlord may engage its own attorneys to defend it or to assist in its defense at Landlord’s costs own cost and expenses incurred expense. The indemnification obligations imposed upon Tenant under Section 23.01 shall not apply to resist any settlement separately agreed to by Landlord without Tenants written consent, nor if Landlord retains its own attorneys and defend such action retention will materially impair or proceedingmaterially diminish Tenant’s insurance coverage and Landlord has been so advised in writing by T▇▇▇▇▇’s insurer. 19.03 Except as otherwise expressly provided 23.05 Notwithstanding any provision to the contrary, Tenant shall look solely to the estate and property of Landlord in and to the Land and Building (or the proceeds received by Landlord on a sale of such estate and property but not the proceeds of any financing or refinancing thereof) in the event of any claim against Landlord arising out of or in connection with this Lease, this Lease the relationship of Landlord and Tenant or Tenant’s use of the obligations Demised Premises or the Land, and T▇▇▇▇▇ agrees that the liability of Tenant hereunder shall be in no wise affected, impaired Landlord arising out of or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national this Lease, the relationship of Landlord and Tenant or Tenant’s use of the Demised Premises or the Land shall be limited to such estate and property of Landlord (or sale proceeds). No other public emergency properties or shortages assets of fuelLandlord or any partner, supplies joint venturer, director, officer, agent, servant or labor resulting therefromemployee of Landlord shall be subject to levy, acts of God execution or other like cause beyond enforcement procedures for the satisfaction of any judgment (or other judicial process) or for the satisfaction of any other remedy of Tenant arising out of, or in connection with, this Lease, the relationship of Landlord and Tenant or T▇▇▇▇▇’s use of the Demised Premises or the Land and if Tenant shall acquire a lien on or interest in any other properties or assets by judgment or otherwise, Tenant shall promptly release such lien on or interest in such other properties and assets by executing, acknowledging and delivering to Landlord en instrument to that effect prepared by L▇▇▇▇▇▇▇’s attorneys. Tenant hereby waives the right of specific performance and any other remedy allowed in equity if specific performance or such other remedy could result in any liability of Landlord for the payment of money to Tenant, or to any court or governmental authority (by way of fines or otherwise) for Landlord’s reasonable controlfailure or refusal to observe a judicial decree or determination, and Tenant shall have no right of offset against or to any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditionedthird party.

Non Liability and Indemnification. 19.01 (a) Neither Landlord (except to the extent expressly set forth in this lease) any affiliate of Landlord or any Superior Mortgagee or Superior Lessor, nor any agent direct or indirect partner, member, trustee, managing agent, beneficiary, director, officer, shareholder, principal, agent, servant or employee of Landlord or of any affiliate of Landlord or any Superior Mortgagee (in any case whether disclosed or undisclosed) (each of the foregoing being sometimes referred to herein as a “Landlord Party”), shall be liable to Tenant for any loss, injury or damage to Tenant or to any other person or for any damage toperson, or loss (by theft to its or otherwise) of, any property of Tenant or of any other persontheir property, irrespective of the cause of such injury, damage or loss, unless nor shall the aforesaid parties be liable for any damage to property of Tenant or of others entrusted to employees of Landlord, nor for loss of or damage to any such property by theft or otherwise; provided, however, that subject to the provisions of Section 9.04 and Section 35.03, nothing contained in this Section 18.01(a) shall be construed to exculpate Landlord for loss, injury or damage to the extent caused by or due to resulting from the negligence or willful misconduct of Landlord, its agents, servants, employees and contractors in the operation and maintenance of the Premises and Real Property. Further, no Landlord Party shall be liable, (i) for any such damage caused by other tenants or employees occurring within the scope of their respective employmentspersons in, it being understood that no property, other than such as might normally be brought upon or kept in about the Demised Premises as incident to the reasonable Building or Real Property; or (ii) even if negligent, for indirect, consequential, special, punitive, exemplary, incidental or other like damages arising out of any loss of use of the Demised Premises or any equipment, facilities or other Tenant’s Property therein by Tenant or any person claiming through or under Tenant. (b) Subject to the last sentence of Section 35.03 and except as otherwise expressly set forth in the Guaranty, neither Tenant (except to the extent expressly set forth in this lease), any Affiliate of Tenant, nor any direct or indirect partner, member, trustee, managing agent, beneficiary, director, officer, shareholder, principal, agent, servant or employee of Tenant (in any case whether disclosed or undisclosed) (each of the foregoing being sometimes referred to herein as a “Tenant Party”), shall be liable to Landlord for any loss, injury or damage to Landlord or to any other person, or to its or their property, irrespective of the purpose herein permittedcause of such injury, will damage or loss, nor shall the aforesaid parties be brought liable for any damage to property of Landlord or of others entrusted to employees of Tenant, nor for loss of or damage to any such property by theft or otherwise; provided, however, that subject to the provisions of Section 9.04 and Section 35.03, nothing contained in this Section 18.01(b) shall be construed to exculpate Tenant for loss, injury or damage to the extent caused by or resulting from the negligence of Tenant, its agents, servants, employees and contractors in the operation or maintenance of the Premises. Further, no Tenant Party shall be liable, (i) for any such damage caused by other tenants or persons in, upon or be kept about the Building or Real Property; or (ii) even if negligent, for indirect, consequential, special, punitive, exemplary, incidental or other like damages arising out of any loss of use of Premises or any equipment, facilities or other property of Landlord by Landlord or any person claiming through or under Landlord (including, without limitation, damages for lost profits or opportunities, or the loss by foreclosure, deed in lieu, or otherwise, of all or any portion of Landlord’s interest in the Demised Premises). 19.02 18.02. Subject to the terms of Section 9.04 relating to waivers of subrogation (to the extent that such waivers of subrogation shall be applicable in any case), Tenant shall indemnify and save hold harmless each Landlord Party from and its agents against any and all claims arising from or in connection with (a) any and all claimsthe occupancy, costs or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (y) any work or thing whatsoever done, or any condition created (other than by Tenant Landlord, its agents, employees or contractors) in or about the Demised Premises during the Term of this Lease Term; (b) any act, omission (where there is an affirmative duty to act) or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act negligence of Tenant or any of its subtenants or licensees or its or their partners, directors, principals, shareholders, officers, agents, employees or contractors; (c) any accident, injury or damage whatever (except to the extent caused by the negligence or willful misconduct of Landlord or its agents, employees, agents or contractors) occurring in, at or upon the Premises; and (bd) any breach or default by Tenant in the full and prompt payment and performance of Tenant’s obligations under this lease (each, a “Tenant Act”); together with all reasonable out-of-pocket costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claimsincluding, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant without limitation, all reasonable out-of-pocket attorneys’ fees and Landlord shall have pari pasu liability based upon a determination of comparables faultexpenses. In case any action or proceeding be brought against Landlord and/or any Landlord Parties by reason of any such claim, Tenant, upon notice from Landlord or such Landlord Party, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding. 19.03 Except as otherwise expressly provided in proceeding by counsel reasonably satisfactory to Landlord and such Landlord Party. Provided that Tenant complies with the requirements of this LeaseSection with respect to any third-party claim, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder not be liable for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor costs of any separate counsel employed by Landlord or any Landlord Party with respect thereto. If the issuer of any insurance policy maintained by Tenant and meeting the applicable requirements of this lease shall assume the defense of any such third-party claim, then Landlord and such Landlord Party shall cooperate with the indemnitor in defense of permit such insurance carrier to defend the claim thereof as may be reasonably required with its counsel and (i) neither Landlord nor any Landlord Party shall not settle such claim without indemnitorthe consent of the insurance carrier (unless such settlement would relieve Landlord or such Landlord Party of all liability for which Tenant or its insurance carrier may be liable hereunder and Tenant and its insurance carrier shall have no liability for such settlement), (ii) Tenant shall have the right to settle such claim without the consent of Landlord if Landlord and each Landlord Party and their respective insurance carriers would be relieved of all liability in connection therewith, (iii) Landlord and each applicable Landlord Party shall reasonably cooperate, at Tenant’s prior written consentexpense, with the insurance carrier in its defense of any such claim, and (iv) Tenant shall not be liable for the costs of any separate counsel employed by Landlord or any Landlord Party. In no event shall Tenant be liable for indirect, consequential, special, punitive, exemplary, incidental or other like damages (including, without limitation, damages for lost profits or opportunities, or the loss by foreclosure, deed in lieu, or otherwise, of all or any portion of Landlord’s interest in the Premises) except (i) to the extent a final judicial determination from which time for appeal has been exhausted grants such damages to Landlord as a result of a third party claim resulting from any Tenant Act and/or (ii) as otherwise expressly set forth in Section 34.02. The provisions of the preceding four sentences shall apply with full force and effect to any obligation of Tenant contained in this lease to indemnify Landlord and/or all Landlord Parties, without respect to whether such indemnification obligation is set forth in this Article 18 or elsewhere in this lease. 18.03. Notwithstanding anything contained in Section 18.01 to the contrary and subject to the terms of Section 9.04 relating to waivers of subrogation (to the extent that such waivers of subrogation shall be unreasonably withheldapplicable in any case), delayed Landlord shall indemnify and hold harmless each Tenant Party from and against (a) any and all third-party claims arising from or conditionedin connection with any act, omission (where there is an affirmative duty to act) or negligence of Landlord and its partners, directors, principals, shareholders, officers, agents, employees or contractors, and (b) any breach or default by Landlord in the full and prompt performance of Landlord’s obligations under this lease (each of the foregoing, a “Landlord Act”); together with all reasonable out-of-pocket costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable out-of-pocket attorneys’ fees and expenses. In no event shall Landlord be liable for indirect, consequential, special, punitive, exemplary, incidental or other like damages except to the extent a final judicial determination from which time for appeal has been exhausted grants such damages to Tenant as a result of third party claim from any Landlord Act. If any such third-party claim is asserted against Tenant and/or any Tenant Party, Tenant shall give Landlord prompt notice thereof and Landlord shall resist and defend such third-party claim (including any action or proceeding thereon) by counsel reasonably satisfactory to Tenant. Provided that Landlord complies with the requirements of this Section with respect to any third-party claim, Landlord shall not be liable for the costs of any separate counsel employed by Tenant or any Tenant Party with respect thereto. If the issuer of any insurance policy maintained by Landlord and meeting the applicable requirements of this lease shall assume the defense of any such third-party claim, then Tenant shall permit such insurance carrier to defend the claim with its counsel and (i) neither Tenant nor any Tenant Party shall settle such claim without the consent of the insurance carrier (unless such settlement would relieve Tenant or such Tenant Party of all liability for which Landlord or its insurance carrier may be liable hereunder and Landlord and its insurance carrier shall have no liability for such settlement), (ii) Landlord shall have the right to settle such claim without the consent of Tenant if Tenant, each Tenant Party and their respective insurance carriers would be relieved of all liability in connection therewith, (iii) Tenant and each applicable Tenant Party shall reasonably cooperate, at Landlord’s expense, with the insurance carrier in its defense of any such claim, and (iv) Landlord shall not be liable for the costs of any separate counsel employed by Tenant or any Tenant Party. The provisions of this Section 18.03 shall apply with full force and effect to any obligation of Landlord contained in this lease to indemnify Tenant and/or a Tenant Party, without respect to whether such indemnification obligation is set forth in this Article 18 or elsewhere in this lease.

Non Liability and Indemnification. 19.01 Neither Landlord nor any agent or employee of 20.01. Landlord shall not be liable held responsible for and is hereby expressly relieved from any and all liability by reason of any injury, loss, or damage to Tenant for any person or property in or about the Premises or the Property, whether the loss, injury or damage be to Tenant or to any other the person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective except to the extent such injury, loss or damage is due to the negligence or willful misconduct of the cause Landlord. Tenant agrees to indemnify, defend and save Landlord harmless from and against all claims, actions, damages, liabilities and expenses, including but not limited to reasonable attorneys' fees and other legal expenses, on account of such injury, loss or damage arising (i) from any occurrence in, upon or lossat the Premises, unless caused by or except to the extent due to the negligence or willful misconduct of Landlord, or (ii) from any occurrence in or about the Property arising from the negligence or willful misconduct of Tenant or its employees, agents, contractors contractors, guests or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premisesinvitees. 19.02 20.02. Tenant shall indemnify not be held responsible for and save harmless Landlord and its agents against and is hereby expressly relieved from (a) any and all liability by reason of any injury, loss, or damage to any person or property in or about the Property (exclusive of the Premises), whether the loss, injury or damage be to the person or property of Landlord or any other person, except to the extent such injury, loss or damage is due to the negligence or willful misconduct of Tenant. Landlord agrees to indemnify, defend and save Tenant harmless from and against all claims, costs or expenses (includingactions, damages, liabilities and expenses, including but not limited to reasonable counsel fees) (i) attorneys' fees and other legal expenses, on account of such injury, loss or damage to the extent arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Lease, or (y) any work or thing whatsoever done, or any condition created by Tenant in or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant of Landlord or its employees, agents, contractors, guests or invitees (excluding any other tenants of the Building). The provisions of Section 20.01 and Landlord 20.02 shall have pari pasu liability based upon a determination survive the expiration or earlier termination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceedingthis Lease. 19.03 20.03. Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise way affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national or other public emergency or shortages of fuel, fuel supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.

Non Liability and Indemnification. 19.01 20.01. Neither Landlord nor any agent Superior Lessor or employee of Landlord Superior Mortgagee shall be liable to Tenant for any loss, injury or damage to Tenant or to any other person or for any damage toperson, or loss (by theft to its or otherwise) of, any property of Tenant or of any other persontheir property, irrespective of the cause of such injury, damage or loss, unless caused by or due to resulting from the negligence or willful misconduct of LandlordLandlord or the Superior Lessor or Superior Mortgagee, its agents, contractors or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised operation or maintenance of the Premises as incident or the Project. Neither Landlord nor any Superior Lessor or Superior Mortgagee shall be liable even if resulting from negligence or willful misconduct, for consequential damages of Tenant or any subtenant or licensee of Tenant. 20.02. Notwithstanding any provision to the reasonable contrary, Tenant shall look solely to the estate and property of Landlord in and to the Project (or the net proceeds of the sale or refinancing thereof) in the event of any claim against Landlord or any partner, director, officer, agent or employee 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 Premises, and 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 Premises, shall be limited to such estate and property of Landlord (or the net proceeds of the sale or refinancing thereof). No other properties or assets of Landlord or any partner, director, officer, agent or employee of Landlord shall be subject to levy, execution or other enforcement procedures for the purpose herein permittedsatisfaction of any judgment (or other judicial process) or for the satisfaction of any other remedy of Tenant arising out of or in connection with this Lease, will be brought upon the relationship of Landlord and Tenant or be kept Tenant's use of the Premises, and if Tenant acquires a lien on or interest in any other properties or assets by judgment or otherwise, Tenant shall 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 Demised Premisesright of specific performance and any other remedy allowed in equity if specific performance or such other remedy could result in any liability of Landlord for the payment of money to Tenant or any court or governmental authority (by way of fines or otherwise) for Landlord's failure or refusal to perform or observe a judicial decree or determination. 19.02 20.03. Tenant shall indemnify and save hold harmless Landlord and all Superior Lessors and all Superior Mortgagees, including, without limitation, Swiss Bank and Carbide, and its and their respective partners, directors, officers, agents and employees from and against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) (i) claims arising from or in connection with (xa) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (y) any work or thing whatsoever done, or any condition created (other than by Tenant Landlord) in or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actionsPremises; (b) any act, omission or (ii) arising from any negligent or otherwise wrongful act negligence of Tenant or any of its subtenants or licensees or its or their employees, agents employees or contractors; (c) any accident, injury or damage whatever (unless caused by Landlord's negligence or willful misconduct) occurring in, at or upon the Premises; (d) any breach or default by Tenant in the full and prompt payment and performance of Tenant's obligations under this Lease; and (be) the failure of Tenant or any of its subtenants or licensees or its or their employees or contractors to comply with all Legal Requirements and Insurance Requirements; together with all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claimsincluding, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant without limitation, all attorneys' fees and Landlord shall have pari pasu liability based upon a determination of comparables faultexpenses. In case any action or proceeding be is brought against Landlord and/or any Superior Lessor or Superior Mortgagee and/or its or their partners, directors, officers, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord or such Superior Lessor or Superior Mortgagee, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceedingproceeding (by counsel reasonably satisfactory to Landlord). 19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.

Non Liability and Indemnification. 19.01 16.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant, its employees, agents, contractors and licensees, and Tenant shall hold Landlord harmless for any injury or damage to Tenant or to any other person or persons for any damage to, or loss (by theft theft, vandalism or otherwise) of, of any property of Tenant or and/or of any other person, irrespective of the cause (unless caused by Landlord's negligence or that of its agents and employees) of such injury, damage or loss, unless including, without limitation, that caused by water regardless of its source. Landlord shall not be liable in any event for loss of, or due damage to, any property entrusted to the negligence or willful misconduct any of Landlord's employees or agents by Tenant without Landlord's specific written consent. Landlord shall not be liable for the security or physical safety of Tenant, its agentsemployees, contractors agents or employees occurring within the scope of their respective employmentsvisitors, it being understood that no propertyincluding, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable without limitation, after hours use of the Demised Premises for Premises, the purpose herein permitted, will be brought upon Building or be kept in the Demised PremisesReal Property. 19.02 16.02 Tenant shall defend, indemnify and save harmless Landlord and its agents and employees against and from (a) any and all liabilities, obligations, damages, penalties, claims, costs costs, charges and expenses, including reasonable architects' and attorneys' fees, which may be imposed upon or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct incurred by or management asserted against Landlord and/or its agents by reason of any of the Demised Premises or of any business therein by Tenant following occurring during the Term of this LeaseTerm, or (y) during any work or thing whatsoever done, or any condition created by Tenant in or about the Demised Premises during the Term of this Lease or during the period of time, if any, time prior to the Term Commencement Date that Tenant may have been given access to or possession of all or any part of the Demised Premises if arising due to or Real Property: (a) any work or thing done in on or about the Demised Premises or the Real Property or any part thereof by or at the instance of Tenant’s actions, its agents, contractors, subcontractors, servants, employees, licensees or invitees; (iib) arising from any negligent negligence or otherwise wrongful act or omission on the part of Tenant or any of its subtenants or agents, contractors, subcontractors, servants, employees, subtenants, licensees or invitees; (c) any accident, injury or damage to any person or property occurring in, on or about the Demised Premises, the Building, the Real Property or any part thereof, or vault, passageway or space adjacent thereto; (d) any failure on the part of Tenant to perform or comply with any of the covenants, agreements, terms, provisions, conditions or limitations contained in this Lease on its part to be performed or their employeescomplied with, agents (e) storage or contractors, and (b) all costs, expenses and liabilities incurred in use on the Demised Premises of any "Hazardous Materials" or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contraryviolation of any "Environmental Laws" as those terms are defined in Exhibit C, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise which Exhibit is incorporated herein in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables faultits entirety. In case any action or proceeding be is threatened or brought against Landlord by reason of any such claim, Tenant, Tenant upon written notice from Landlord shall from time to time, pay all of Landlord’s costs and expenses incurred to at Tenant's expense resist and or defend such action or proceedingproceeding by counsel approved by Landlord in writing, which approval Landlord shall not unreasonably withhold. Landlord shall be entitled to participate in such defense to whatever extent it deems advisable and Tenant shall instruct counsel to provide full and complete information to Landlord immediately on request. 19.03 16.03 Except as otherwise expressly provided in this Leaseherein, this Lease and the obligations of Tenant to pay Base Rent and Additional Rent hereunder and perform all of the other covenants, agreements, terms, provisions and conditions hereunder on the part of Tenant to be performed shall be in no wise be affected, impaired or excused for any reason whatsoever, including without limitation, because Landlord is unable to fulfill, or is delayed in fulfilling, fulfill any of its obligations under this Lease or is unable to supply or is delayed in supplying any service, express or implied, to be supplied or is unable to make or is delayed in supplying any equipment or fixtures, or if Landlord is prevented or delayed from so doing by reason of strikeForce Majeure; provided that Landlord shall in each instance exercise reasonable diligence to effect performance when and as soon as possible. 16.04 With respect to any parking areas, roadways and driveways on or about the Real Property or the Demised Premises used by Tenant, its personnel or visitors, such use shall be at their own risk and Landlord shall not be liable for any injury to person or property, or for loss or damage to any automobile or its contents, resulting from theft, collision, vandalism or any other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant whatsoever. Landlord shall have no right obligation whatsoever to provide a guard or any other personnel or device to patrol, monitor, guard or secure any parking areas. 16.05 The indemnities provided in this Article 16 and any other indemnities of offset against Landlord by Tenant shall survive the expiration of the Term, the Option Term, or any Fixed Rent or Additional Rent due hereunder termination of this Lease for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.

Non Liability and Indemnification. 19.01 Neither Unless due solely to the negligence or willful misconduct of Landlord or its agents, neither Landlord nor any agent Landlord’s agents, officers, directors, shareholders, partners or employee of Landlord principals (disclosed or undisclosed) shall be liable to Tenant for or Tenant’s officers, agents, employees, contractors, invitees, or licensees or any injury other occupant of the Premises, and Tenant shall and does hereby indemnify and hold Landlord, Landlord’s agents, and their respective agents, employees, contractors, officers, directors, shareholders, partners and principals (disclosed or undisclosed) harmless from and against any and all loss, cost, liability, claim, damage, expense (including, without limitation, reasonable attorneys’ fees), penalty or fine incurred in connection with or arising from (1) any default by Tenant in the performance of any of the terms of this Lease on Tenant’s part to be performed, or (2) the use or occupancy or manner of use or occupancy of the Premises by Tenant or any person claiming or entering the Premises by, through or under Tenant, or (3) any acts, omissions or negligence of Tenant or any such person, or the contractors, agents, employees, invitees, licensees of Tenant or any such person in or about the Premises or the Project either prior to, during or after the expiration of, the Lease Term. Tenant and all those claiming by, through or under Tenant shall store their property in and shall occupy and use the Premises and any improvements therein and appurtenances thereto and all portions of the Project solely at their own risk. Tenant and all those claiming or entering the Premises by, through or under Tenant hereby release Landlord, to the full extent permitted by law, from all claims of every kind, including loss of life, bodily injury, consequential damages, damage to merchandise, equipment, fixtures or other property (including, without limitation, computer equipment) or damage to business or for business interruption, arising directly or indirectly out of or from or on account of such occupancy and use or resulting from any present or future condition or state of repair thereof or Landlord’s entry on the Premises as described in Paragraph 11 below, unless due solely to the negligence or willful misconduct of Landlord or its agents. Landlord shall not be liable to Tenant or to any persons, firm, corporation, or other person business association claiming by, through, or under Tenant for failure to furnish or for delay in furnishing any damage toservice provided for in this Lease, and no such failure or delay by Landlord shall be an actual or constructive eviction of Tenant nor shall any such failure or delay operate to relieve Tenant from the prompt and punctual performance of each and all the covenants to be performed herein by Tenant; nor for any latent defects in the Premises or Building; nor for defects in the cooling, heating, electric, water, elevator, or other apparatus or systems or for water discharged from sprinkler systems, if any, or from water pipes and plumbing facilities in the Building; nor for the theft, mysterious disappearance, or loss (by theft or otherwise) of, of any property of Tenant whether from the Premises or of any other person, irrespective part of the cause Building; and nor from interference, disturbance, or act to or omitted against Tenant by third parties, including, without limitation other tenants of the Building and any such injury, damage occurrences shall not constitute an actual or loss, unless caused by or constructive eviction of Tenant. Unless due to the negligence or willful misconduct of Tenant, Tenant shall not be liable to Landlord, its and Landlord shall and does hereby indemnify and hold Tenant and Tenant’s agents, contractors or employees occurring within the scope of and their respective employmentsagents, it being understood that no propertyemployees, other than such as might normally be brought upon contractors, officers, directors, shareholders, partners and principals (disclosed or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises. 19.02 Tenant shall indemnify undisclosed) harmless from and save harmless Landlord and its agents against and from (a) any and all claimsloss, costs or expenses cost, liability, claim, damage, expense (including, but not limited to without limitation, reasonable counsel attorneys’ fees) (i) ), penalty or fine incurred in connection with or arising from (x1) any default by Landlord in the conduct or management performance of any of the Demised Premises or of any business therein by Tenant during the Term terms of this LeaseLease on Landlord’s part to be performed, or (y2) any work acts, omissions or thing whatsoever donenegligence of Landlord or any such person, or the contractors, agents, or employees of Landlord or any condition created by Tenant such person in or about the Demised Premises Building or the Project either prior to, during or after the Term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding. 19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the otherexpiration of, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditionedLease Term.

Non Liability and Indemnification. 19.01 Neither 23.01 In addition to the provisions of Article 13 of this Lease, except as set forth in the Guarantees, dated of even date herewith, by Ground Lessor for the benefit of Tenant (collectively, the "Guarantees"), neither Landlord nor any agent 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 for any damage toPerson, or loss (by theft to its or otherwise) of, any property of Tenant or of any other persontheir property, irrespective of the cause of such injury, damage or loss, unless except to the extent caused by or due to resulting from the negligence or willful misconduct of Landlord, its agents, contractors servants or employees occurring within in the scope operating or maintenance of their respective employmentsthe Land or Building. Further, it being understood that no propertyneither Landlord nor any partner, joint venturer, director, officer, agent, servant or employee of Landlord shall be liable (a) for any such damage caused by other than such as might normally be brought tenants or Persons in, upon or kept about the Land or Building, or caused by operations in the Demised Premises as incident to the reasonable construction of any private, public or quasi-public work; or (b) even if negligent, for consequential damages arising out of any loss of use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises. 19.02 Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs equipment or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct or management of the Demised Premises or of any business facilities therein by Tenant during the Term of this Lease, or (y) any work or thing whatsoever done, or any condition created by Tenant in Person claiming through or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior under Tenant. 23.02 Notwithstanding any provision to the Term Commencement Date that contrary, except as set forth in the Guarantees, Tenant may have been given access shall look solely to the Demised Premises if estate and property of Landlord in and to the Land and Building (or the proceeds net of bona fide liens and expenses received by Landlord on a sale of such estate and property). In the event of any 38 42 claim against Landlord arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act out of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each this Lease, the relationship of Landlord and Tenant or Tenant's use of the Building, the Demised Premises, the Common Areas or the Project Common Areas, Tenant, (and its successor and assigns) 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 Building, the Demised Premises, the Common Areas or the Project Common Areas shall be limited to such claim estate and property of Landlord (or action sale proceeds net of bona fide liens and expenses). No other properties or proceeding brought thereonassets 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 judgment (or other judicial process) or for the satisfaction of any other remedy of Tenant arising out of, or in connection with, this Lease, the relationship of Landlord and Tenant or Tenant's use of the Building, the Demised Premises, the Common Areas or the Project Common Areas. Notwithstanding anything to the contraryIf Tenant shall acquire a lien on or interest in any other properties or assets by judgment or otherwise, Tenant shall solely be obligated hereunder if promptly release such claimslien on or interest in such other properties and assets by executing, costs or expenses arise in connection with acknowledging and delivering to Landlord an instrument to that effect prepared by Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding's attorneys. 19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.

Non Liability and Indemnification. 19.01 18.01. Neither Landlord Landlord, any Superior Lessor or any Superior Mortgagee, nor any agent partner, director, officer, shareholder, principal, agent, servant or employee of Landlord Landlord, any Superior Lessor or any Superior Mortgagee (in any case whether disclosed or undisclosed), shall be liable to Tenant for any loss, injury or damage to Tenant or to any other person or for any damage toperson, or loss (by theft to its or otherwise) of, any property of Tenant or of any other persontheir property, irrespective of the cause of such injury, damage or loss, unless nor shall the aforesaid parties be liable for any damage to property of Tenant or of others entrusted to employees of Landlord nor for loss of or damage to any such property by theft or otherwise except to the extent caused by or due to resulting from the negligence or willful misconduct or negligence of Landlord, its agents, contractors servants, employees in the operation or employees occurring within maintenance of the scope Premises or the Real Property. Further, neither Landlord, any Superior Lessor or any Superior Mortgagee, nor any partner, director, officer, principal, shareholder, agent, servant or employee of their respective employmentsLandlord, it being understood that no propertyany Superior Lessor or any Superior Mortgagee, shall be liable (a) for any such damage caused by other than such as might normally be brought tenants or persons in, upon or kept about the Building or the Real Property, or caused by operations in the Demised Premises as incident to the reasonable construction of any private, public or quasi-public work; or (b) even if negligent, for consequential damages arising out of any loss of use of the Demised Premises for the purpose herein permittedor any equipment, will be brought upon facilities or be kept in the Demised Premisesother Tenant's Property therein by Tenant or any person claiming through or under Tenant. 19.02 18.02. Subject to the terms of Section 9.04 hereof relating to waivers of subrogation (to the extent that such waivers of subrogation shall be applicable in any case), Tenant shall indemnify and save hold harmless Landlord and all Superior Lessors and Superior Mortgagees and its and their respective partners, directors, officers, principals, shareholders, agents and employees from and against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) (i) claims arising from or in connection with (xa) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (y) any work or thing whatsoever done, or any condition created (other than by Tenant Landlord, its agents, or employees) in or about the Demised Premises during the Term term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actionsPremises; (b) any act, omission or (ii) arising from any negligent or otherwise wrongful act negligence of Tenant or any of its subtenants or licensees or its or their partners, directors, principals, shareholders, officers, agents, employees or contractors; (c) any accident, injury or damage whatever (except to the extent caused by Landlord's negligence or the negligence of Landlord's agents, employees, agents or contractors) occurring in, at or upon the Premises; and (bd) any breach or default by Tenant in the full and prompt payment and performance of Tenant's obligations under this Lease; together with all reasonable costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claimsincluding, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant without limitation, all reasonable attorneys' fees and Landlord shall have pari pasu liability based upon a determination of comparables faultexpenses. In case any action or proceeding be brought against Landlord and/or any Superior Lessor or Superior Mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Tenant, Tenant upon notice from Landlord or such Superior Lessor or Superior Mortgagee, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceedingproceeding (by counsel reasonably satisfactory to Landlord or such Superior Lessor or Superior Mortgagee). 19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.

Non Liability and Indemnification. 19.01 (a) Neither Landlord (except to the extent expressly set forth in this lease), any affiliate of Landlord or any Superior Mortgagee, nor any agent direct or indirect partner, member, trustee, managing agent, beneficiary, director, officer, shareholder, principal, agent, servant or employee of Landlord or of any affiliate of Landlord or any Superior Mortgagee (in any case whether disclosed or undisclosed) ) (each of the foregoing being sometimes referred to herein as a “Landlord Party”), shall be liable to Tenant for any loss, injury or damage to Tenant or to any other person or for any damage toperson, or loss (by theft to its or otherwise) of, any property of Tenant or of any other persontheir property, irrespective of the cause of such injury, damage or loss, unless nor shall the aforesaid parties be liable for any damage to property of Tenant or of others entrusted to employees of Landlord, nor for loss of or damage to any such property by theft or otherwise; provided, however, that subject to the provisions of Section 9.04 and Section 35.03, nothing contained in this Section 18.01(a) shall be construed to exculpate Landlord for loss, injury or damage to the extent caused by or due to resulting from the negligence or willful misconduct of Landlord, its agents, servants, employees and contractors in accessing the Premises. Further, no Landlord Party shall be liable, even if negligent, for indirect, consequential, special, punitive, exemplary, incidental or employees occurring within the scope other like damages arising out of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable any loss of use of the Demised Premises or any equipment, facilities or other Tenant’s Property therein by Tenant or any person claiming through or under Tenant. (b) Neither Tenant (except to the extent expressly set forth in this lease), any Affiliate of Tenant, nor any direct or indirect partner, member, trustee, managing agent, beneficiary, director, officer, shareholder, principal, agent, servant or employee of Tenant (in any case whether disclosed or undisclosed) (each of the foregoing being sometimes referred to herein as a “Tenant Party”), shall be liable to Landlord for any loss, injury or damage to Landlord or to any other person, or to its or their property, irrespective of the purpose herein permittedcause of such injury, will damage or loss, nor shall the aforesaid parties be brought upon liable for any damage to property of Landlord or of others entrusted to employees of Tenant, nor for loss of or damage to any such property by theft or otherwise; provided, however, that subject to the provisions of Section 9.04, nothing contained in this Section 18.01(b) shall be kept construed to exculpate Tenant for loss, injury or damage to the extent caused by or resulting from the negligence of Tenant, its agents, servants, employees and contractors in the Demised operation or maintenance of the Premises. Further, no Tenant Party shall be liable, even if negligent, for indirect, consequential, special, punitive, exemplary, incidental or other like damages arising out of any loss of use of Premises or any equipment, facilities or other property of Landlord by Landlord or any person claiming through or under Landlord (including, without limitation, damages for lost profits or opportunities, or the loss by foreclosure, deed in lieu, or otherwise, of all or any portion of Landlord’s interest in the Premises). 19.02 18.02. Subject to the terms of Section 9.04 relating to waivers of subrogation (to the extent that such waivers of subrogation shall be applicable in any case), Tenant shall indemnify and save hold harmless each Landlord Party from and its agents against any and all claims arising from or in connection with (a) any and all claimsthe occupancy, costs or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct or management of the Demised Premises Real Property or of any business therein by Tenant during the Term of this Leasetherein, or (y) any work or thing whatsoever done, or any condition created (other than by Tenant Landlord, its agents, employees or contractors) in or about the Demised Premises Real Property during the Term term of this Lease lease; (b) any act, omission (where there is an affirmative duty to act) or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act negligence of Tenant or any of its subtenants or licensees or its or their partners, directors, principals, shareholders, officers, agents, employees or contractors; (c) any accident, injury or damage whatever (except to the extent caused by the negligence or willful misconduct of Landlord or its agents, employees, agents or contractors) occurring in, at or upon the Real Property; and (d) any breach or default by Tenant in the full and prompt payment and performance of Tenant’s obligations under this lease. In case any action or proceeding be brought against Landlord and/or any Landlord Parties by reason of any such claim, Tenant, upon notice from Landlord or such Landlord Party, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Landlord and such Landlord Party. Provided that Tenant complies with the requirements of this Section with respect to any third-party claim, Tenant shall not be liable for the costs of any separate counsel employed by Landlord or any Landlord Party with respect thereto. If the issuer of any insurance policy maintained by Tenant and meeting the applicable requirements of this lease shall assume the defense of any such third-party claim, then Landlord and such Landlord Party shall permit such insurance carrier to defend the claim with its counsel and (i) neither Landlord nor any Landlord Party shall settle such claim without the consent of the insurance carrier (unless such settlement would relieve Landlord or such Landlord Party of all liability for which Tenant or its insurance carrier may be liable hereunder and Tenant and its insurance carrier shall have no liability for such settlement), (ii) Tenant shall have the right to settle such claim without the consent of Landlord if Landlord and each Landlord Party and their respective insurance carriers would be relieved of all liability in connection therewith, (iii) Landlord and each applicable Landlord Party shall reasonably cooperate, at Tenant’s expense, with the insurance carrier in its defense of any such claim, and (iv) Tenant shall not be liable for the costs of any separate counsel employed by Landlord or any Landlord Party. In no event shall Tenant be liable for indirect, consequential, special, punitive, exemplary, incidental or other like damages (including, without limitation, damages for lost profits or opportunities, or the loss by foreclosure, deed in lieu, or otherwise, of all or any portion of Landlord’s interest in the Premises). The provisions of the preceding four sentences shall apply with full force and effect to any obligation of Tenant contained in this lease to indemnify Landlord and/or all Landlord Parties, without respect to whether such indemnification obligation is set forth in this Article 18 or elsewhere in this lease. 18.03. Notwithstanding anything contained in Section 18.01 to the contrary and subject to the terms of Section 9.04 relating to waivers of subrogation (to the extent that such waivers of subrogation shall be applicable in any case), Landlord shall indemnify and hold harmless each Tenant Party from and against (a) any and all third-party claims arising from or in connection with any act, omission (where there is an affirmative duty to act) or negligence of Landlord and its partners, directors, principals, shareholders, officers, agents, employees or contractors, and (b) any breach or default by Landlord in the full and prompt performance of Landlord’s obligations under this lease; together with all reasonable out-of-pocket costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable out-of-pocket attorneys’ fees and expenses. Notwithstanding anything to In no event shall Landlord be liable for indirect, consequential, special, punitive, exemplary, incidental or other like damages (including, without limitation, damages for lost profits or opportunities, or the contraryloss by foreclosure, deed in lieu, or otherwise, of all or any portion of Tenant’s interest in the Premises). If any such third-party claim is asserted against Tenant and/or any Tenant Party, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant give Landlord prompt notice thereof and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case resist and defend such third-party claim (including any action or proceeding thereon) by counsel reasonably satisfactory to Tenant. Provided that Landlord complies with the requirements of this Section with respect to any third-party claim, Landlord shall not be brought against liable for the costs of any separate counsel employed by Tenant or any Tenant Party with respect thereto. If the issuer of any insurance policy maintained by Landlord by reason and meeting the applicable requirements of this lease shall assume the defense of any such third-party claim, then Tenant shall permit such insurance carrier to defend the claim with its counsel and (i) neither Tenant nor any Tenant Party shall settle such claim without the consent of the insurance carrier (unless such settlement would relieve Tenant or such Tenant Party of all liability for which Landlord or its insurance carrier may be liable hereunder and Landlord and its insurance carrier shall have no liability for such settlement), (ii) Landlord shall have the right to settle such claim without the consent of Tenant if Tenant, each Tenant Party and their respective insurance carriers would be relieved of all liability in connection therewith, (iii) Tenant and each applicable Tenant Party shall reasonably cooperate, at Landlord’s expense, with the insurance carrier in its defense of any such claim, Tenant, upon notice from and (iv) Landlord shall from time not be liable for the costs of any separate counsel employed by Tenant or any Tenant Party. The provisions of this Section 18.03 shall apply with full force and effect to time, pay all any obligation of Landlord’s costs and expenses incurred to resist and defend such action or proceeding. 19.03 Except as otherwise expressly provided Landlord contained in this Leaselease to indemnify Tenant and/or a Tenant Party, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord without respect to whether such indemnification obligation is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever set forth in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor Article 18 or elsewhere in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditionedthis lease.

Non Liability and Indemnification. 19.01 18.01. Neither Landlord Landlord, any Superior Lessor or any Superior Mortgagee, nor any agent partner, director, officer, shareholder, principal, agent, servant or employee of Landlord Landlord, any Superior Lessor or any Superior Mortgagee (in any case whether disclosed or undisclosed), shall be liable to Tenant for any loss, injury or damage to Tenant or to any other person or for any damage toits employees, agents, contractors, subtenants and licensees, or loss (by theft to its or otherwise) of, any property of Tenant or of any other persontheir property, irrespective of the cause of such injury, damage or loss, nor shall the aforesaid parties be liable for any damage to property of Tenant or its employees, agents, contractors, subtenants and licensees entrusted to employees of Landlord nor for loss of or damage to any such property by theft or otherwise and in either case unless and to the extent caused by or due to resulting from the negligence or willful misconduct of Landlord, its agents, contractors contractors, servants or employees occurring within in the scope operation or maintenance of their respective employmentsthe Premises or the Real Property. Further, it being understood that no propertyneither Landlord, any Superior Lessor or any Superior Mortgagee, nor any partner, director, officer, principal, shareholder, agent, servant or employee of Landlord, any Superior Lessor or any Superior Mortgagee, shall be liable (a) for any such damage caused by other than such as might normally be brought tenants or persons in, upon or kept about the Building or the Real Property, or caused by operations in construction of any private, public or quasi-public work unless caused by or resulting from the negligence or willful misconduct of Landlord, its agents, contractors, servants or employees in the Demised operation or maintenance of the Premises as incident to or the reasonable Real Property; or (b) even if negligent, for consequential damages arising out of any loss of use of the Demised Premises for the purpose herein permittedor any equipment, will be brought upon facilities or be kept in the Demised Premisesother Tenant’s Property therein by Tenant or any person claiming through or under Tenant. 19.02 18.02. Subject to the provisions of Section 9.04 hereof, Tenant shall indemnify and save hold harmless Landlord and all Superior Lessors and Superior Mortgagees and its and their respective partners, directors, officers, principals, shareholders, agents and employees from and against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) (i) claims arising from or in connection with (xa) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (y) any work or thing whatsoever done, or any condition created Alteration performed by or on behalf of Tenant in or about the Demised Premises during the Term term of this Lease lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising excluding, however, any claim, demand, loss, damage, cause of action or liability which is due to the negligence or willful misconduct of Landlord, its predecessors in interest or its employees, contractors, invitees (which are not Tenant’s actionsinvitees) or licensees, or agents; (iib) arising from any negligent act, omission or otherwise wrongful act negligence of Tenant or any of its subtenants or licensees or its or their partners, directors, principals, shareholders, officers, agents, employees or contractors; (c) any accident, injury or damage whatever occurring in, at or upon the Premises excluding, however, any claim, demand, loss, damage, cause of action or liability which is due to the negligence or willful misconduct of Landlord, its predecessors in interest or its employees, agents contractors or contractors, agents; and (bd) any breach or default by Tenant in the full and prompt payment and performance of Tenant’s obligations under this lease; together with all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claimsincluding, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant without limitation, all attorneys’ fees and Landlord shall have pari pasu liability based upon a determination of comparables faultexpenses. In case any action or proceeding be brought against Landlord and/or any Superior Lessor or Superior Mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord or such Superior Lessor or Superior Mortgagee, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding. 19.03 Except as otherwise expressly provided in this Lease, this Lease proceeding (by counsel reasonably satisfactory to Landlord or such Superior Lessor or Superior Mortgagee and the obligations counsel of Tenant hereunder Tenant’s insurer shall be deemed satisfactory thereto). Landlord agrees that Tenant’s hold harmless and indemnification obligations pursuant to this Section 18.02 shall be subject to Section 9.04 hereof and shall in no wise affectedevent extend to (x) consequential damages or (y) any claims, impaired demands, loss, damage, cause of action or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent liability due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor presence of any claimHazardous Materials (as hereinafter defined) in the Premises unless such Hazardous Materials were installed by Tenant, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitorits agents, contractors, employees or Tenant’s prior written consentsubtenants (other than Landlord or its designee), not to be unreasonably withheldlicensees or their respective agents, delayed employees or conditionedcontractors.

Non Liability and Indemnification. 19.01 18.1 Neither Landlord nor any agent Landlord's agents, employees, officers, directors, shareholders, members, partners, partners of such partners or employee of Landlord principals (disclosed or undisclosed) nor its mortgagees shall be liable to Tenant for for, and Tenant shall save and hold Landlord and its agents, employees, contractors, officers, directors, shareholders, members, partners, partners of such partners and principals (disclosed or undisclosed) and their mortgagees harmless from and shall defend and indemnify such parties against, any loss, liability, claim, damage, expense (including reasonable attorneys' fees and disbursements), penalty or fine incurred in connection with or arising from the Premises or by reason of Tenant's or any other occupant's use of the Premises including, without limitation, any injury to Tenant, Tenant's agents, employees, contractors, invitees or damage to Tenant licensees or any other occupant of the Premises, or to any other person or for any damage to, or loss (by theft or otherwise) of, of any of Tenant's property or of Tenant or the property of any other person, irrespective of the cause of such injury, damage or loss, loss unless caused by or due to the intentional acts or negligence of Landlord or Landlord's agents, its employees, contractors, invitees or licensees. 18.2 Neither any (a) performance by Landlord, Tenant or others of any repairs or improvements in or to the Land, Building or Premises, (b) failure of Landlord or others to make any such repairs or improvements, (c) damage to the Building equipment, Premises or Tenant's personal property, (d) injury to any persons, caused by other tenants or persons in the Building, or by operations in the construction of any private, public or quasi-public work, or by any other cause, (e) latent defect in the Building, Building equipment or Premises, (f) temporary covering or bricking up of any windows of the Premises for any reason whatsoever including, without limitation, Landlord's own acts, any Legal Requirement or any Insurance Requirement, nor (g) inconvenience or annoyance to Tenant or injury to or interruption of Tenant's business by reason of any of the events or occurrences referred to in the foregoing subdivisions (a) through (f) shall impose any liability on Landlord to Tenant, any occupant or any third party claiming by, through or under Tenant. Landlord, in making any repairs, alterations or improvements hereunder, shall prosecute the same utilizing such reasonable methods in order to minimize any disruption to Tenant's use of the Premises or the conduct of its business therein. Without limiting the foregoing, to the extent that any disruption of Building service is caused by parties other than Tenant or Tenant's agents, employees, contractors, invitees or licensees, and such disruption results in the cessation of any or all services to the Premises or a portion thereof, and Tenant is unable to conduct its business within the Premises or the portion thereof so affected for three (3) consecutive business days or more, Tenant shall be entitled to an abatement of Base Rent and Additional Rent for the portion of the Premises so affected commencing on the fourth (4th) business day following such cessation of services and continuing until such services are restored. In no event, however, shall Landlord be liable for injury or damage to Tenant or its property unless such injury or damage is caused by the intentional acts or negligence of Landlord or Landlord's agents, its employees, contractors, invitees or licensees. No representation is made that the communications or security systems, devices or procedures of the Building will be effective to prevent injury to Tenant or any other person or damage to, or loss (by theft or otherwise) of any of Tenant's personal property or the property of any other person and in no event shall Landlord be liable to Tenant for any failure of Tenant's computer, telecommunications or data base systems. Landlord reserves the right to discontinue or modify such communications or security systems or procedures without liability so long as Landlord shall continue to maintain communications or security systems comparable to those of Class A office buildings in The City of New York. 18.3 Tenant hereby indemnifies Landlord and its agents, employees, contractors, officers, directors, shareholders, members, partners, partners of such partners, and principals (disclosed or undisclosed) and their respective mortgagees, successors and assigns against liability or expense (including reasonable attorneys' fees and disbursements) in connection with or arising from (i) (a) any default by Tenant in the performance of any provisions of this Lease, and/or (b) the use or occupancy or manner of use or occupancy of the Premises by Tenant or any person claiming by, through or under Tenant, and/or (c) claims for death, personal injury or property damage arising out of the acts, omissions or negligence of Tenant, or the contractors, agents, employees, invitees or licensees of Tenant in connection with the performance of any Alterations or any other work, labor, services or materials done for or supplied to Tenant, including, without limitation, the installation, maintenance (or failure to maintain) or removal of Tenant's Corridor Signs, and/or (d) any acts, omissions or negligence of Tenant or any such person, or the contractors, agents, employees, invitees or licensees of Tenant or any such person, in or about the Premises or the Building either prior to, during or after the expiration of the Term, provided, however, that such indemnity applies only to the extent that any of the foregoing are not covered by Tenant's insurance and did not result subject to the provisions of Section 18.5, from Landlord's, or any of Landlord's agents, employees' or contractors' negligence, willful misconduct or intentional acts, and (ii) claims arising from any notices of violation or mechanic's liens arising from or in connection with the performance of any Alterations or any other work, labor, services or materials done for or supplied to Tenant, including, without limitation, the installation, maintenance (or failure to maintain) or removal of Tenant's Corridor Signs. If any action, suit or proceeding arising from any of the foregoing is brought against Landlord, Tenant will resist and defend such action, suit or proceeding or cause the same to be resisted and defended by counsel designated by Tenant (which counsel shall be reasonably satisfactory to Landlord), unless, due to a conflict of interest or Landlord's negligence or wrongful acts, Landlord requires such action, suit or proceeding to be resisted and defended by counsel of its own selection and is represented by such counsel reasonably satisfactory to Landlord (in which case Tenant shall be liable for the payment of Landlord's attorney's fees), provided that prior to the occurrence and continuance of an Event of Default, Landlord shall not settle or release any claim without the written consent of Tenant, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, if Tenant has a duty to defend Landlord in any action, suit or proceeding described in the immediately proceeding sentence, and Tenant's insurer assumes Tenant's duty to defend Landlord, the counsel that the insurer shall designate shall be deemed to be acceptable to Lender, provided such counsel regularly represents insurance companies in similar types of actions, suits or proceedings. If and to the extent that the foregoing provisions of this Section 18.3 may be unenforceable for any reason, Tenant hereby agrees to make the maximum contribution to payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. 18.4 Tenant shall pay to Landlord, as Additional Rent, within thirty (30) days after written demand therefor, sums equal to all losses and other liabilities referred to in Section 18.3. The obligations of Tenant under this Article 18 shall survive the expiration or earlier termination of this Lease. 18.5 Notwithstanding anything contained in this Lease to the contrary, when the claim is caused by the joint negligence or willful misconduct of Landlord, its agents, contractors or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises. 19.02 Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any Tenant and all claimsLandlord, costs or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Lease, or (y) any work or thing whatsoever done, or any condition created by Tenant in or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costsTenant and a third party unrelated to Tenant, expenses except Tenant's agents, employees, or invitees or (c) Landlord and liabilities incurred a third party unrelated to Landlord, except Landlord's agents or employees, as the case may be, Tenant's or Landlord's duty, as the case may be, to defend, indemnify and hold the other party harmless shall be in proportion to Tenant's or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to Landlord's, as the contrarycase may be, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s allocable shares of the joint negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceedingmisconduct. 19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.

Non Liability and Indemnification. 19.01 20.01. Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant, its employees, agents, contractors and licensees, and Tenant shall hold Landlord harmless for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or and/or of any other person, irrespective of the cause of such injury, damage or loss, unless caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors agents or employees occurring within without contributory negligence on the scope part of their respective employmentsTenant, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose purposes herein permitted, will be brought upon or be kept in the Demised Premises. Landlord shall not be liable in any event for loss of, or damage to, any property entrusted to any of Landlord's employees or agents by Tenant without Landlord's specific written consent. Without affecting the generality of the foregoing, if Landlord shall consent to the omission or removal of any part of, or the insertion of any door or other opening in, any wall separating the Demised Premises from adjoining space leased to another tenant, then (i) Tenant shall be responsible for all risk of damage to, or loss or theft of, property arising as a result of such omission or removal or the use of such door or other opening, or because of the existence thereof, and shall indemnify and save Landlord harmless from and against any claim, demand or action for, or on account of, any such loss, theft or damage, and (ii) in the event of the termination of this Lease or the lease of said other tenant, Landlord may enter the Demised Premises and Landlord, at Tenant's expense, may close up such door or other opening by erecting a wall to match the wall separating the Demised Premises from said adjoining space, and Tenant shall pay the reasonable cost thereof and Tenant shall not be entitled to any diminution or abatement of Rent or other compensation by reason thereof provided, however, that nothing herein contained shall be deemed to vest Tenant with any right or interest in, or with respect to, said adjoining space, or the use thereof, and Tenant hereby expressly waives any right to be made a party to, or to be served with process or other notice under or in connection with any proceeding or action which may be hereafter be instituted by Landlord for the recovery of the possession of said adjoining space. 19.02 20.02. Tenant shall defend, indemnify and save harmless Landlord and its agents and employees against and from (a) any and all liabilities, obligations, damages, penalties, claims, costs costs, charges and expenses, including reasonable architects' and attorneys fees, which may be imposed upon or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct incurred by or management asserted against Landlord and/or its agents by reason of any of the Demised Premises or of any business therein by Tenant following occurring during the Term of this Lease, or Term: (yA) any work or thing whatsoever donedone in, or any condition created by Tenant in on or about the Demised Premises during or any part thereof by or at the Term instance of this Lease Tenant, its agents, contractors, subcontractors, servants, employees, licensees or during invitees including, without limitation, the period performance of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or 's Changes; (iiB) arising from any negligent negligence or otherwise wrongful act or omission on the part of Tenant or any of its subtenants or agents, contractors, subcontractors, servants, employees, subtenants, licensees or invitees; (C) any accident, injury or damage to any person or property occurring in, on or about the Demised Premises or any part thereof, or vault, passageway or space adjacent thereto; and (D) any failure on the part of Tenant to perform or comply with any of the covenants, agreements, terms, provisions, conditions or limitations contained in this Lease on its part to be performed or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables faultcomplied with. In case any action or proceeding be is brought against Landlord by reason of any such claim, Tenant, Tenant upon written notice from Landlord shall from time to time, pay all of Landlord’s costs and expenses incurred to at Tenant's expense resist and or defend such action or proceedingproceeding by counsel approved by Landlord in writing, which approval Landlord shall not unreasonably withhold. 19.03 20.03. Whenever either party shall be obligated under the terms of this Lease to indemnify the other party, the indemnifying party may select legal counsel (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) and shall keep the indemnified party fully apprised at all times of the status of such defense. Legal counsel of the insurer for either party is hereby deemed satisfactory to both parties. 20.04. Except as otherwise expressly provided in this Leaseherein, this Lease and the obligations of Tenant to pay Rent and perform all of the other covenants, agreements, terms, provisions and conditions hereunder on the part of Tenant to be performed shall be in no wise be affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, fulfill any of its obligations under this Lease or is unable to supply or is delayed in supplying any service, express or implied, to be supplied or is unable to make or is delayed in supplying any equipment or fixtures if Landlord is prevented or delayed from so doing by reason of strikeany cause whatsoever beyond Landlord's reasonable control, other including, but not limited to, Acts of God, strikes, labor troubletroubles, governmental pre-emption or priorities or other controls preemption in connection with a national other public emergency or shortages by reason of fuelany rule, supplies order or labor resulting therefromregulation of any department or subdivision thereof of any governmental agency or by reasons of the conditions of supply and demand which have been or are affected by war, acts of God hostilities or other like cause beyond Landlord’s similar emergency; provided that Landlord shall in each instance exercise reasonable controldiligence to effect performance when and as soon as possible. However, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever nothing contained in this Lease a party agrees Section shall be deemed to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of extend or otherwise modify or affect any claim, shall cooperate with the indemnitor in defense of the claim thereof as may time limits and conditions set forth in Section 21.03. 20.05. The provisions of this Article are intended to be reasonably required cumulative to and shall not settle such claim without indemnitor’s prior written consentbe deemed to supersede, not limit or modify any of the other provisions of this Lease and the provisions of Sections 20.01 and 20.02 are likewise intended to be unreasonably withheld, delayed or conditionedcumulative to each other and neither such Section shall be deemed to limit the other in any respect.

Non Liability and Indemnification. 19.01 Neither (a) Except as provided in Section 17.02., neither Landlord -------------- nor any agent or employee of Landlord Landlord's agents shall be liable to Tenant, its employees, agents, contractors, invitees and licensees, and Tenant for shall save Landlord and Landlord's agents harmless of and from all loss, cost, liability, claim, damage and expense, including, but not limited to reasonable counsel fees, penalties and fines incurred in connection with or arising from any injury or damage to Tenant its servants, employees, contractors, agents, visitors, invitees or to any other person licensees, or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other personTenant's Property, irrespective of the cause of such injury, damage or lossloss (excluding Landlord's or its agents', unless caused by employees', contractors', invitees' or due to the licensees' negligence or willful misconduct misconduct). Any Building employees to whom any property shall be entrusted by or on behalf of Tenant shall be deemed to be acting as Tenant's agents with respect to such property, and neither Landlord nor Landlord's agents shall be liable for any loss of or damage to any such property by theft or otherwise. (b) In any action brought to enforce the obligations of Landlord under this Lease, any judgment or decree shall be enforceable against Landlord only to the extent of Landlord's interest in the Building and Common Areas, its agentsincluding rents, contractors insurance proceeds and condemnation awards, and no such judgment shall be the basis of execution on, or employees occurring within the scope be a lien on, assets of their respective employments, it being understood that no property, Landlord or any partner of Landlord other than such as might normally be brought upon or kept Landlord's interest in the Demised Premises as incident Building and Common Areas. SECTION 17.02. Neither (a) the performance by Landlord, Tenant or others of any construction, repairs, alterations, additions, installation of decorations or improvements in, to or on the Building, Common Areas, or the Premises, nor (b) the failure of Landlord or others to make any such repairs, alterations, additions, installation of decorations or improvements, nor (c) any damage to the reasonable use Premises or to Tenant's Property, nor any injury to any persons, caused by other tenants or persons in the Building, or by operations in the construction of any private, public or quasi-public work, or by any other cause, nor (d) any latent defect in the Building, Common Areas, or in the Premises, nor (e) any temporary covering of any windows of the Demised Premises for any reason whatsoever, including Landlord's own acts, nor any permanent covering of any such windows if required by law, order or regulation of Federal, county, state or municipal authorities or by any direction pursuant to law or any public officer, nor (f) any inconvenience or annoyance to Tenant or injury to or interruption of Tenant's business by reason of any of the purpose herein permitted, will be brought upon events or be kept occurrences referred to in the Demised Premisesforegoing subdivisions (a) through (e) shall constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of rent, or relieve Tenant of any of its obligations under this Lease. Landlord shall make all commercially reasonable efforts to correct or alleviate any such condition described in this Section 17.02. 19.02 SECTION 17.03. Tenant shall agrees to indemnify and save harmless Landlord and its Landlord's agents against harmless of and from (a) any and all losses, costs, liabilities, claims, costs or damages and expenses (including, but not limited to reasonable counsel fees) (i) , penalties and fines, incurred in connection with or arising from (xa) any default by Tenant in the conduct observance or management performance of any of the Demised Premises terms, covenants or of any business therein by Tenant during the Term conditions of this LeaseLease on Tenant's part to be observed or performed, or (yb) the use or occupancy or manner of use or occupancy of the Premises by Tenant or any person claiming through or under Tenant, or (c) any work acts, omissions or thing whatsoever donenegligence of Tenant or any such person, or the contractors, agents, servants, employees, visitors or licensees of Tenant, or any condition created by Tenant such person, in or about the Demised Premises during or the Term Building, or the Common Areas, either prior to, during, or after the expiration of this Lease the Term, including any acts, omissions or during negligence in the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actionsmaking or performing or any improvements, or (iid) failure, arising after the Commencement Date, to comply with the American with Disabilities Act of 1990, as may be amended from any negligent or otherwise wrongful act of Tenant or any of its subtenants or licensees or its or their employeestime to time, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything respect to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise Premises in connection accordance with Landlord’s negligence or willful misconduct but Tenant the terms and Landlord shall have pari pasu liability based upon a determination provisions of comparables faultthis Lease. In case If any action or proceeding shall be brought against Landlord by reason of or Landlord's agents, based upon any such claim, and if Tenant, upon notice from Landlord, shall cause such action or proceeding to be defended at Tenant's expense by counsel reasonably satisfactory to Landlord, without any disclaimer of liability by Tenant in connection with such claim, Tenant shall not be required to indemnify Landlord shall from time to time, pay all of and Landlord’s costs and expenses incurred to resist and defend 's agents for counsel fees in connection with such action or proceeding. 19.03 Except as otherwise expressly provided SECTION 17.04. Tenant shall pay to Landlord, within ten (10) days next following delivery by Landlord to Tenant of bills or statements therefor, sums equal to all losses, costs, liabilities, claims, damages and expenses referred to in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its Section 17.03. Tenant's obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption Article shall survive the ------------- Expiration Date or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense sooner termination of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditionedTerm.

Non Liability and Indemnification. 19.01 21.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant its employees, agents, contractors and licensees, and Tenant shall hold Landlord harmless for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, of any property of Tenant or and/or of any other person, irrespective of the cause of such injury, damage or loss, unless such injury was caused by or due to the intentional act or negligence or willful misconduct of Landlord, its agents, contractors agents or employees occurring within or contractors without contributory negligence on the scope part of their respective employments, Tenant; it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose purposes herein permitted, will be brought upon or be kept in the Demised Premises. Landlord shall not be liable in any event for loss of, or damage to, any property entrusted to any of Landlord's employees or agents by Tenant without Landlord's specific written consent. 19.02 21.02 Tenant shall defend, indemnify and save harmless Landlord and its agents and employees against and from (a) any and all liabilities, obligations, damages, penalties, claims, costs costs, charges and expenses, including reasonable architects' and attorneys' fees, which may be imposed upon or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct incurred by or management asserted against Landlord and/or its agents by reason of any of the Demised Premises or of any business therein by Tenant following occurring during the Term term of this Lease, or (y) during any work or thing whatsoever done, or any condition created by Tenant in or about the Demised Premises during the Term of this Lease or during the period of time, if any, time prior to the Term Commencement Date that Tenant may have been given access to or possession of all or any part of the Demised Premises if arising due pursuant to Section 3.03: (a) Any work or thing done in or about the Demised Premises or any part thereof by or at the instance of Tenant’s actions, its agents, contractors, subcontractors, servants, employees, licensees or invitees; (iib) arising from any negligent negligence or otherwise wrongful act or omission on the part of Tenant or any of its subtenants or agents, contractors, subcontractors, servants, employees, subtenants, licensees or invitees; (c) any accident, injury or damage to any person or property occurring in, on or about the Demised Premises or any part thereof unless caused by the intentional act or negligence of Landlord, its or their employeesagents, agents employees or contractors, and or by Landlord's failure to perform any of its obligations hereunder. (bd) all costsany failure on the part of Tenant to perform or comply with any of the covenants, expenses and liabilities incurred agreements, terms, provisions, conditions or limitations contained in this Lease on its part to be performed or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables faultcomplied with. In case any action or proceeding be is brought against Landlord by reason of any such claim, Tenant, Tenant upon written notice from Landlord Landlord, shall from time to time, pay all of Landlord’s costs and expenses incurred to at Tenant's expense resist and or defend such action or proceedingproceeding by counsel approved by Landlord in writing, which approval Landlord shall not unreasonably withhold. 19.03 21.03 Whenever either party shall be obligated under the terms of this Lease to indemnify the other party, the indemnifying party may select legal counsel (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) and shall keep the indemnified party fully apprised at all times of the status of such defense. Legal counsel of the insurer for either party is hereby deemed satisfactory to both parties. 21.04 Except as otherwise expressly provided in this Leaseherein, this Lease and the obligations of Tenant to pay rent hereunder and perform all of the other covenants, agreements, terms, provisions and conditions hereunder on the part of Tenant to be performed shall be in no wise way be affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, fulfill any of its obligations under this Lease or is unable to supply or is delayed in supplying any service, express or implied, to be supplied or is unable to make or is delayed in supplying any equipment or fixtures if Landlord is prevented or delayed from so doing by reason of strikeany cause whatsoever beyond Landlord's reasonable control, other including, but not limited to, Acts of God, strikes, labor troubletroubles, governmental pre-emption or priorities or other controls preemption in connection with a national other public emergency or shortages by reason of fuelany rule, supplies order or labor resulting therefromregulation of any department or subdivision thereof of any governmental agency or by reason of the conditions of supply and demand which have been or are affected by war, acts of God hostilities or other like cause beyond Landlord’s similar emergency; provided that Landlord shall in each instance exercise reasonable control, diligence to effect performance when and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditionedsoon as possible.

Non Liability and Indemnification. 19.01 18.1 Neither Landlord nor any agent Landlord's agents, employees, officers, directors, shareholders, members, partners, partners of such partners or employee of Landlord principals (disclosed or undisclosed) nor its mortgagees shall be liable to Tenant for for, and Tenant shall save and hold Landlord and its agents, employees, contractors, officers, directors, shareholders, members, partners, partners of such partners and principals (disclosed or undisclosed) and their mortgagees harmless from and shall defend and indemnify such parties against, any loss, liability, claim, damage, expense (including reasonable attorneys' fees and disbursements), penalty or fine incurred in connection with or arising from the Premises or by reason of Tenant's or any other occupant's use of the Premises including, without limitation, any injury to Tenant, Tenant's agents, employees, contractors, invitees or damage to Tenant licensees or any other occupant of the Premises, or to any other person or for any damage to, or loss (by theft or otherwise) of, of any of Tenant's property or of Tenant or the property of any other person, irrespective of the cause of such injury, damage or loss, loss unless caused by or due to the intentional acts or negligence of Landlord or willful misconduct of Landlord's agents, its agentsemployees, contractors contractors, invitees or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premiseslicensees. 19.02 Tenant shall indemnify and save harmless Landlord and its agents against and from 18.2 Neither any (a) any and all claimsperformance by Landlord, costs Tenant or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct or management of the Demised Premises or others of any business therein by Tenant during the Term of this Lease, repairs or (y) any work or thing whatsoever done, or any condition created by Tenant improvements in or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actionsLand, Building or (ii) arising from any negligent or otherwise wrongful act of Tenant or any of its subtenants or licensees or its or their employeesPremises, agents or contractors, and (b) all costsfailure of Landlord or others to make any such repairs or improvements, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything (c) damage to the contraryBuilding equipment, Premises or Tenant's personal property, (d) injury to any persons, caused by other tenants or persons in the Building, or by operations in the construction of any private, public or quasi-public work, or by any other cause, (e) latent defect in the Building, Building equipment or Premises, (f) temporary covering or bricking up of any windows of the Premises for any reason whatsoever including, without limitation, Landlord's own acts, any Legal Requirement or any Insurance Requirement, nor (g) inconvenience or annoyance to Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence injury to or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination interruption of comparables fault. In case any action or proceeding be brought against Landlord Tenant's business by reason of any such claim, of the events or occurrences referred to in the foregoing subdivisions (a) through (f) shall impose any liability on Landlord to Tenant, upon notice from Landlord any occupant or any third party claiming by, through or under Tenant. Landlord, in making any repairs, alterations or improvements hereunder, shall from time prosecute the same utilizing such reasonable methods in order to timeminimize any disruption to Tenant's use of the Premises or the conduct of its business therein. Without limiting the foregoing, pay to the extent that any disruption of Building service is caused by parties other than Tenant or Tenant's agents, employees, contractors, invitees or licensees, and such disruption results in the cessation of any or all of Landlord’s costs services to the Premises or a portion thereof, and expenses incurred to resist and defend such action or proceeding. 19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfillconduct its business within the Premises or the portion thereof so affected for three (3) consecutive business days or more, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right be entitled to an abatement of offset against any Fixed Base Rent or and Additional Rent due hereunder for any reason whatsoeverthe portion of the Premises so affected commencing on the fourth (4th) business day following such cessation of services and continuing until such services are restored. Wherever in this Lease a party agrees to indemnify the otherIn no event, the indemnitee shall give prompt notice to the indemnitor of any claimhowever, shall cooperate with Landlord be liable for injury or damage to Tenant or its property unless such injury or damage is caused by the indemnitor in defense intentional acts or negligence of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.Landlord

Non Liability and Indemnification. 19.01 Section 18.01. Neither Landlord nor any agent partner, 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 for any damage toperson, or loss (by theft to this or otherwise) of, any property of Tenant or of any other persontheir property, irrespective of the cause of such injury, damage or loss, unless caused by or due to resulting from the negligence or willful misconduct of Landlord, its agents, contractors servants, licensees, invitees, or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use operation or maintenance of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises. 19.02 Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by the Building (and then only if the casualty is not one for which Tenant during was required to obtain insurance pursuant to Article 12, without contributory negligence on the Term of this Lease, or (y) any work or thing whatsoever done, or any condition created by Tenant in or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act part of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors). Further, and neither Landlord nor any partner, director, officer, agent, servant or employee of Landlord shall be liable (a) for any such damage caused by other tenants or persons in, upon or about the Demised Premises, or caused by operations in construction of any public or quasi-public work, or (b) even if negligent, for incidental damages (such as loss of income, loss of business or similar damages) 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. Section 18.02. Tenant shall indemnify and hold harmless Landlord and its partners, directors, officers, agents and employees from and against any and all claims arising from or in connection with (a) the conduct or management of the Demised Premises or of any business therein, or any work or thing whatsoever done, or any condition created (other than by Landlord) in or about the Demised Premises (including sidewalks and other public areas) during the Term; (b) any omission or negligence of Tenant or any of its subtenants or licensees or its or their partners, directors, officers, agents, invitees, employees or contractors; (c) any accident, injury or damage whatever other than that caused by Landlord's negligence or the negligence of Landlord's agents, servants, employees or invitees) occurring in, at or upon the Premises; and (d) any breach or default by Tenant in the full and prompt payment and performance of Tenant's obligations under this Lease; together with all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claimsincluding, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant without limitation, all reasonable attorneys' fees and Landlord shall have pari pasu liability based upon a determination of comparables faultexpenses. In case any action or proceeding be brought against Landlord and/or its partners, directors, officers, agents or employees by reason of any such claim, Tenant, upon notice from Landlord Landlord, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceedingproceeding (by counsel reasonably satisfactory to Landlord) unless Tenant is a party therein, in which case Tenant shall reimburse Landlord for all of Landlord's reasonable attorneys' fees; if Tenant is a party therein Tenant may defend Landlord with Tenant's counsel unless there would be a conflict of interest in Landlord and Tenant having the same counsel in such matter. 19.03 Except as otherwise expressly provided in this Lease, this Lease Section 18.03. Landlord shall indemnify and the obligations hold Tenant harmless from and against any all claims or liabilities arising out of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency any unpaid Impositions, or shortages of fuelany mechanics, supplies or labor resulting therefrommaterialmen, acts of God or other like cause beyond Landlord’s reasonable controlliens affecting the Demised Premises on the Commencement Date, and Tenant shall have no right or arising out of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice work done prior to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditionedCommencement Date.

Non Liability and Indemnification. 19.01 20.01. Neither Landlord nor any agent Superior Lessor or employee of Landlord Superior Mortgagee shall be liable to Tenant for any loss, injury or damage to Tenant or to any other person or for any damage toperson, or loss (by theft to its or otherwise) of, any property of Tenant or of any other persontheir property, irrespective of the cause of such injury, damage or loss, unless caused by or due to resulting from the gross negligence or willful misconduct of LandlordLandlord or the Superior Lessor or Superior Mortgagee, its in the operation or maintenance of the Premises or the Project without contributory negligence on the part of Tenant, any subtenant or licensee of Tenant or their respective employees, agents, contractors or employees occurring within invitees. Neither Landlord nor any Superior Lessor or Superior Mortgagee shall be liable (a) for any damage caused by other tenants or persons in, on or about the scope Project, or (b) even if resulting from negligence or willful misconduct, for consequential damages of their respective employmentsTenant or any subtenant or licensee of Tenant. 20.02. Notwithstanding any provision to the contrary, it being understood that no property, other than such as might normally be brought upon or kept Tenant shall look solely to the estate and property of Landlord in and to the Project in the Demised Premises as incident to event of any claim against Landlord or any member, manager, partner, director, officer, agent or employee of Landlord arising out of or in connection with this Lease, the reasonable relationship of Landlord and Tenant or Tenant's use of the Demised Premises Premises, and 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 Premises, shall be limited to such estate and property of Landlord. No other properties or assets of Landlord or any partner, member, director, officer, agent or employee of Landlord shall be subject to levy, execution or other enforcement procedures for the purpose herein permittedsatisfaction of any judgment (or other judicial process) or for the satisfaction of any other remedy of Tenant arising out of or in connection with this Lease, will be brought upon the relationship of Landlord and Tenant or be kept Tenant's use of the Premises, and if Tenant acquires a lien on or interest in any other properties or assets by judgment or otherwise, Tenant shall 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 Demised Premisesright of specific performance and any other remedy allowed in equity if specific performance or such other remedy could result in any liability of Landlord for the payment of money to Tenant or any court or governmental authority (by way of fines or otherwise) for Landlord's failure or refusal to perform or observe a judicial decree or determination. 19.02 20.03. Tenant shall indemnify and save hold harmless Landlord and all Superior Lessors and all Superior Mortgagees, and its and their respective partners, members, managers, directors, officers, agents and employees from and against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) (i) claims arising from or in connection with (xa) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (y) any work or thing whatsoever done, or any condition created (other than by Tenant Landlord) in or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actionsPremises; (b) any act, omission or (ii) arising from any negligent or otherwise wrongful act negligence of Tenant or any of its subtenants or licensees or its or their employees, agents employees or contractors; (c) any accident, injury or damage whatever (unless caused by Landlord's negligence or willful misconduct) occurring in, at or upon the Premises; (d) any breach or default by Tenant in the full and prompt payment and performance of Tenant's obligations under this Lease; and (be) the failure of Tenant or any of its subtenants or licensees or its or their employees or contractors to comply with all Legal Requirements and Insurance Requirements; together with all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claimsincluding, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant without limitation, all attorneys' fees and Landlord shall have pari pasu liability based upon a determination of comparables faultexpenses. In case any action or proceeding be is brought against Landlord and/or any Superior Lessor or Superior Mortgagee and/or its or their members, managers, partners, directors, officers, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord or such Superior Lessor or Superior Mortgagee, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceedingproceeding (by counsel reasonably satisfactory to Landlord). 19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.

Non Liability and Indemnification. 19.01 Section 17.1 Neither Landlord nor the Board of Managers nor any agent employees, partners, members, managers, shareholders, officers, directors, trustees, agents or employee contractors of Landlord or the Board of Managers shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, unless (in the case of Landlord) caused by or due to the breach of any Landlord’s obligations under this Lease or the negligence or willful misconduct other wrongful act or omission of LandlordLandlord or the Board of Managers, or any of its agentsemployees, contractors partners, members, managers, shareholders, officers, directors, trustees, agents or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premisescontractors. 19.02 Section 17.2 Tenant shall indemnify and save harmless Landlord and its the Board of Managers and their respective employees, partners, members, managers, shareholders, officers, directors, trustees, agents and contractors against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) claims arising from (i) arising from any default in the performance of any of Tenant’s obligations hereunder, (xii) the conduct or management Tenant’s use and occupancy of the Demised Premises or and performance of any business therein by Tenant during the Term of this Lease, Twenty First Floor Work or (yiii) any work or thing whatsoever done, or any condition created by Tenant in or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act or omission of Tenant or any of its subtenants sub-tenants or licensees or its or their employees, partners, members, managers, shareholders, officers, directors, trustees, agents or contractorscontractors in and about the Building, and (b) all costs, expenses and liabilities (including penalties, fines and reasonable counsel fees) incurred in or in connection with each Section 17.3 Landlord shall indemnify and save harmless Tenant and its employees, partners, members, managers, shareholders, officers, directors, trustees, agents and contractors against and from (a) any and all claims (i) by reason of or resulting from any default in the performance of any of the Landlord’s obligations hereunder, (ii) by reason of any negligent or otherwise wrongful act or omission of Landlord or any of its employees, partners, members, managers, shareholders, officers, directors, trustees, agents or contractors, in and about the Building, and (b) all costs, expenses and liabilities (including penalties, fines and reasonable counsel fees) incurred in or in connection with each such claim or any action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be is brought against Landlord Tenant by reason of any such claim, Landlord shall, on notice from Tenant, upon notice from Landlord shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding. 19.03 Except as otherwise expressly provided in this Lease, Section 17.4 Whenever either party shall be obligated under the terms of this Lease to indemnify the other party, the indemnitor shall be entitled to defend the indemnitee by counsel chosen by the indemnitor who shall be reasonably satisfactory to the indemnitee and the indemnitor or its counsel shall keep the indemnitee fully apprised at all times of the state of such defense. Counsel for the indemnitor’s insurer (or, if the indemnitor is New York University or its Affiliate, the Office of Legal Counsel of New York University or, if the indemnitor is Verizon or its Affiliate, the Verizon Legal Department) shall be deemed satisfactory to the indemnitee. Neither party shall be liable for nor indemnify the other against consequential damages. Section 17.5 The performance of the obligations of Tenant a party hereunder (other than financial obligations) shall be in no wise affected, impaired or excused because Landlord suspended to the extent it is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strikeForce Majeure, other labor troubleprovided that it shall in each instance exercise reasonable diligence to effect performance when and as soon as possible. However, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever nothing contained in this Lease a party agrees Section shall be deemed to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of extend or otherwise modify or affect any claim, shall cooperate with the indemnitor in defense of the claim thereof as may time limits and conditions set forth in Articles 18 and 19. Section 17.6 The provisions of this Article are intended to be reasonably required cumulative to, and shall not settle such claim without indemnitorbe deemed to supersede, limit or modify any of the other provisions of this Lease. Section 17.7 Except as otherwise provided herein, Tenant (in its capacity as “Tenant” hereunder) shall look only to Landlord’s prior written consentestate in the Twenty First Floor Unit (or the proceeds thereof, not including any mortgage thereof and the rents, profits, and casualty, condemnation or other proceeds derived therefrom) for the satisfaction of Tenant’s remedies requiring the payment of money by Landlord in the event of any default by Landlord hereunder, and no other property or assets of Landlord shall be subject to be unreasonably withheldlevy, delayed execution or conditionedother enforcement procedure for the satisfaction of ▇▇▇▇▇▇’s remedies under or with respect to this Lease, the relationship of Landlord and Tenant hereunder or ▇▇▇▇▇▇’s use and occupancy of the Demised Premises.

Non Liability and Indemnification. 19.01 Neither 23.01 In addition to the provisions of Article 13 of this Lease, except as set forth in the Guarantees, dated of even date herewith, by Ground Lessor for the benefit of Tenant (collectively, the "Guarantees"), neither Landlord nor any agent 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 for any damage toPerson, or loss (by theft to its or otherwise) of, any property of Tenant or of any other persontheir property, irrespective of the cause of such injury, damage or loss, unless except to the extent caused by or due to resulting from the negligence or willful misconduct of Landlord, its agents, contractors servants or employees occurring within in the scope operating or maintenance of their respective employmentsthe Land or Building. Further, it being understood that no propertyneither Landlord nor any partner, joint ventur- 37 41 er, director, officer, agent, servant or employee of Landlord shall be liable (a) for any such damage caused by other than such as might normally be brought tenants or Persons in, upon or kept about the Land or Building, or caused by operations in the Demised Premises as incident to the reasonable construction of any private, public or quasi-public work; or (b) even if negligent, for consequential damages arising out of any loss of use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises. 19.02 Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs equipment or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct or management of the Demised Premises or of any business facilities therein by Tenant during the Term of this Lease, or (y) any work or thing whatsoever done, or any condition created by Tenant in Person claiming through or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior under Tenant. 23.02 Notwithstanding any provision to the Term Commencement Date that contrary, except as set forth in the Guarantees, Tenant may have been given access shall look solely to the Demised Premises if estate and property of Landlord in and to the Land and Building (or the proceeds received by Landlord on a sale of such estate and property net of bona fide liens and expenses. In the event of any claim against Landlord arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act out of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each this Lease, the relationship of Landlord and Tenant or Tenant's use of the Building, the Demised Premises, the Common Areas or the Project Common Areas, Tenant, (and its successor and assigns) 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 Building, the Demised Premises, the Common Areas or the Project Common Areas shall be limited to such claim estate and property of Landlord (or action sale proceeds net of bona fide liens and expenses). No other properties or proceeding brought thereonassets 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 judgment (or other judicial process) or for the satisfaction of any other remedy of Tenant arising out of, or in connection with, this Lease, the relationship of Landlord and Tenant or Tenant's use of the Building, the Demised Premises, the Common Areas or the Project Common Areas. Notwithstanding anything to the contraryIf Tenant shall acquire a lien on or interest in any other properties or assets by judgment or otherwise, Tenant shall solely be obligated hereunder if promptly release such claimslien on or interest in such other properties and assets by executing, costs or expenses arise in connection with acknowledging and delivering to Landlord an instrument to that effect prepared by Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding's attorneys. 19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.

Non Liability and Indemnification. 19.01 18.01. Neither Landlord Landlord, any Superior Lessor or any Superior Mortgagee, nor any agent partner, director, officer, shareholder, principal, agent, servant or employee of Landlord Landlord, any Superior Lessor or any Superior Mortgagee, shall be liable to Tenant for any loss, injury or damage to Tenant or to any other person or for any damage toperson, or loss (by theft to its or otherwise) of, any property of Tenant or of any other persontheir property, irrespective of the cause of such injury, damage or loss, unless nor shall the aforesaid parties be liable for any damage to property of Tenant or of others entrusted to employees of Landlord nor for loss of or damage to any such property by theft or otherwise; provided, however, that subject to the provisions of Section 35.03 hereof, nothing contained in this Section 18.01 shall be construed to exculpate Landlord for loss, injury or damage to the extent caused by or due to resulting from the negligence or willful misconduct of Landlord, its affiliates, agents, servants, employees and contractors. Further, neither Landlord, any Superior Lessor or any Superior Mortgagee, nor any partner, director, officer, principal, shareholder, agent, servant or employee of Landlord, any Superior Lessor or any Superior Mortgagee, shall be liable (a) for any such damage caused by other tenants or persons in, upon or about the Building or the Real Property, 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 of use of the Premises or any equipment, facilities or other Tenant’s Property therein by Tenant or any person claiming through or under Tenant. 18.02. Except to the extent resulting from the negligence or willful misconduct of Landlord, any Superior Lessor or any Superior Mortgagee, or any of their respective partners, directors, officers, principals, agents, employees, contractors or employees occurring within the scope of their respective employmentsrepresentatives, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises. 19.02 Tenant shall indemnify and save hold harmless Landlord and all Superior Lessors and Superior Mortgagees and its and their respective partners, directors, officers, principals, shareholders, agents and employees from and against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) (i) claims arising from or in connection with (xa) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (y) any work or thing whatsoever done, or any condition created (other than by Tenant Landlord, its agents, or employees) in or about the Demised Premises during the Term term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due and during such period prior to Tenant’s actionsthe Commencement Date same was caused by Tenant or its agents, representatives, employees or contractors; (iib) arising from any negligent act, omission or otherwise wrongful act negligence of Tenant or any of its subtenants or licensees or its or their directors, principals, officers, agents, employees or contractors; (c) any accident, injury or damage whatever occurring in, at or upon the Premises; (d) any breach or default by Tenant in the full and prompt payment and performance of Tenant’s obligations under this Lease; (e) from any work done, or materials or supplies furnished, in connection with the fabrication, erection, installation, maintenance and operation of the Back-Up Power System (defined below) installed by Tenant pursuant to the provisions of this Lease; and (f) the erection, installation, maintenance, operation and repair of the Back-Up Power System installed by Tenant pursuant to the provisions of this Lease; together with all actual out-of-pocket costs, expenses and liabilities by the indemnified party incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable attorneys’ fees and expenses; provided, however, in no event shall Tenant be liable for consequential damages in connection therewith. In case any action or proceeding be brought against Landlord and/or any Superior Lessor or Superior Mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord or such Superior Lessor or Superior Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Lessor or Superior Mortgagee). 18.03. Subject to Section 18.02 above and except to the extent resulting from the negligence or willful misconduct of Tenant or any of its respective partners, directors, officers, principals, agents, employees, contractors or representatives, Landlord shall indemnify and hold harmless Tenant and Tenant’s officers, directors, partners, members, employees, agents and contractors from and against any and all third-party claims arising in connection with (a) injury to or contractorsdeath of any person or persons in any common area of the Building or the Premises, but with respect to the Premises only to the extent to which the same shall result from the negligence or willful misconduct of Landlord or Landlord’s partners, directors, principals, shareholders, officers, agents, contractors or employees, and (b) any negligence or willful misconduct of Landlord or Landlord’s partners, directors, principals, officers, agents, contractors or employees, together with all actual out-of-pocket costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant including, without limitation, all reasonable attorneys’ fees and expenses; provided, however, that in no event shall solely Landlord be obligated hereunder if such claimsliable for consequential damages (including, costs but not limited to, loss of business or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables faultlost profits). In case any action or proceeding be brought against Landlord Tenant or any of Tenant’s officers, directors, partners, members, employees, agents and contractors by reason of any such claim, TenantLandlord, upon notice from Landlord Tenant, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceedingproceeding (by counsel reasonably satisfactory to Tenant). 19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.

Non Liability and Indemnification. 19.01 Neither 21.01 (a) To the fullest extent permitted by law, Landlord, the lessors under all superior leases (including the Existing Superior Lease), the holders of all superior mortgages, and all of their respective agents, officers, directors, shareholders, partners and principals (disclosed or undisclosed) (collectively, “Landlord nor any agent or employee of Landlord Indemnitees”) shall not be liable or responsible to Tenant or any Tenant Party for any injury 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, unless including any injury, loss or damage that may be occasioned by the acts or omissions of persons occupying any space adjacent to or adjoining the Premises, or elsewhere in the Building, or any part thereof, or for any loss or damage resulting to Tenant, any Tenant Party or any of their property from water, gas, steam, fire, or the bursting, stoppage or leaking of sewer or other pipes, except, in each case, to the extent caused by or due to the negligence or willful misconduct of LandlordLandlord or a Landlord Party or for which Landlord or a Landlord Party is liable under Legal Requirements, its agentsin all events subject to Section 11.03 above. Furthermore, contractors Landlord shall not be responsible or liable for any damage to property of Tenant, any Tenant Party or any other person, entrusted to employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises. 19.02 Tenant shall indemnify and save harmless Landlord and its agents against and from (a) Building. If at any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct or management time any windows of the Demised Premises are closed, darkened or bricked up as a result of any business therein by Tenant during the Term of this LeaseRequirement or adjacent construction, or (y) neither Landlord nor any work or thing whatsoever done, or Landlord Indemnitee shall be liable for any condition created by Tenant in or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act of damage Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, Tenant Party may sustain thereby and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely not be obligated hereunder if such claims, costs entitled to any compensation therefor nor abatement or expenses arise in connection with Landlord’s negligence or willful misconduct but diminution of rents nor shall the same release Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding. 19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever Sublease nor constitute an eviction except as otherwise provided in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditionedSublease.

Non Liability and Indemnification. 19.01 (a) Neither Landlord Landlord, any Superior Lessor or any Superior Mortgagee, nor any agent direct or indirect member, partner, director, officer, shareholder, principal, agent, servant or employee of Landlord Landlord, any Superior Lessor or any Superior Mortgagee (whether disclosed or undisclosed), shall be liable to Tenant for (i) any loss, injury or damage to Tenant or to any other person or for any damage toperson, or loss (by theft to its or otherwise) of, any property of Tenant or of any other persontheir property, irrespective of the cause of such injury, damage or loss, unless nor shall the aforesaid parties be liable for any loss of or damage to property of Tenant or of others entrusted to employees of Landlord; (ii) any loss, injury or damage described in clause (i) above caused by other tenants or due persons in, upon or about the Building, or caused by operations in construction of any private, public or quasi-public work or by reason of any repairs, maintenance, alterations to the Building or any property adjacent to the Building, (iii) any loss, injury or damage described in clause (i) above caused by fire or other casualty, or (iv) even if negligent, consequential damages arising out of any loss of use of the Premises or any equipment, facilities or other Tenant’s Property therein; provided, that, in respect of clauses (i) and (ii) hereof, except to the extent of the release of liability and waiver of subrogation provided in Section 7.03 hereof, such clauses (i) and (ii) shall not be deemed to relieve Landlord of any liability to the extent resulting from the negligence or willful misconduct of Landlord, its agents, contractors servants or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use operation or maintenance of the Demised Premises for or the purpose herein permittedBuilding (b) Except as otherwise expressly set forth in this Lease, will this Lease and the obligation of Tenant to pay Rent hereunder and perform all of the other covenants and agreements hereunder on the part of Tenant to be brought upon performed shall not be affected, impaired or excused because Landlord is unable to fulfill any of its obligations under this Lease expressly or impliedly to be kept performed by Landlord or because Landlord is unable to make, or is delayed in the Demised Premises. 19.02 Tenant shall indemnify and save harmless making, any repairs, additions, alterations, improvements or decorations to be made by it under this Lease or is unable to supply or is delayed in supplying any equipment or fixtures to be supplied by it under this Lease, if Landlord and its agents against and is prevented or delayed from (a) so doing by reason of strikes or labor troubles or by accident, or by any and all claimscause whatsoever beyond Landlord's control, costs or expenses (including, but not limited to reasonable counsel feesto, laws, governmental preemption in connection with a national emergency or by reason of any Laws or by reason of failure of any building systems in the Building, or by reason of the conditions of supply and demand which have been or are affected by war, terrorism or other emergency. (c) Tenant shall indemnify and hold harmless Landlord, all Superior Lessors and all Superior Mortgagees and each of their respective direct and indirect member, partners, directors, officers, shareholders, principals, agents and employees (each, an “Indemnified Party”), from and against any and all claims arising from or in connection with (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (y) any work or thing whatsoever done, or any condition created by Tenant created, in or about the Demised Premises during the Term of this Lease or during the period of timePremises, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent act, omission or otherwise wrongful act negligence of Tenant or any person claiming through or under Tenant or any of its subtenants their respective direct or licensees or its or their employeesindirect member, agents partners, directors, officers, shareholders, principals, agents, employees or contractors, (iii) any accident, injury or damage occurring in, at or upon the Premises, (iv) any default by Tenant in the performance of Tenant’s obligations under this Lease and (bv) any brokerage commission or similar compensation claimed to be due by reason of any proposed subletting or assignment by Tenant (irrespective of the exercise by Landlord of any of the options in Sections 5.04 or 5.06, as applicable); together with all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything , including, without limitation, all attorneys’ fees and disbursements; provided, that the foregoing indemnity shall not apply to the contrary, Tenant shall solely be obligated hereunder if extent such claims, costs or expenses arise claim results from the negligence (other than negligence to which the release of liability and waiver of subrogation provided in connection with Landlord’s negligence Section 7.03 below applies) or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables faultthe Indemnified Party. In case If any action or proceeding be is brought against Landlord any Indemnified Party by reason of any such claim, Tenant, upon notice from Landlord such Indemnified Party shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceedingproceeding (by counsel reasonably satisfactory to such Indemnified Party). 19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.

Non Liability and Indemnification. 19.01 A-13.01 Neither Landlord nor any agent Landlord's principals, officers, directors, agents or employee of employees (individually and collectively, the "Landlord Group") shall be liable to Tenant, its principals, officers, directors, agents or employees (individually and collectively, the "Tenant for Group"), and Tenant shall save the Landlord Group harmless from any loss, liability, claim and/or expense (including, without limitation, reasonable attorneys' fees and disbursements) arising from or in connection with any injury to the Tenant Group, its contractors, licensees or damage to Tenant or to invitees, any other person interruption of Tenant's business, or for any damage to, or loss (by theft or otherwise) of, any property and/or fixtures of Tenant or of any other personevery kind, irrespective regardless of the cause thereof, unless the same shall be proximately caused by the sole negligence or willful wrongful conduct of such injuryLandlord for which Landlord is legally liable. Notwithstanding the foregoing, (a) Tenant immediately shall notify Landlord of any claim against Landlord, (b) the Landlord Group shall not be liable for any loss, damage or expense whatsoever to the extent of Tenant's insurance coverage therefor and (c) Tenant shall first seek reimbursement for any such loss, unless caused by damage or due to the negligence or willful misconduct of Landlord, expense against its agents, contractors or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premisesinsurance carrier. 19.02 A-13.02 Tenant indemnifies and shall indemnify hold harmless the Landlord Group from and save harmless Landlord against any and its agents against all loss, liability, claim and/or expense (including, without limitation, reasonable attorneys' fees and disbursements) in connection with or arising from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct or management of the Demised Premises or of any business therein default by Tenant during the Term of under this Lease, (b) Tenant's use or (y) occupancy of the Premises and/or any work acts, omissions or thing whatsoever done, or any condition created by the negligence of the Tenant Group in or about the Demised Premises during the Term of this Lease or during the period of timePremises, including, without limitation, sidewalks, if any, prior adjoining the Premises. Tenant shall pay to Landlord as Rent an amount equal to all such losses, liabilities, claims and expenses within five days after Landlord's rendition to Tenant of bills or statements therefor. A-13.03 If Tenant's use of the Term Commencement Date that Tenant may Premises shall be enjoined or prohibited, provided the same shall not have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising resulted from any negligent act or otherwise wrongful act omission by or on behalf of Tenant or use of the Premises in any manner other than as is permitted under this Lease, Tenant shall have the right to elect to terminate this Lease upon written notice to Landlord setting forth the date of its subtenants or licensees or its or their employees, agents or contractorstermination, and (b) all costs, expenses and liabilities incurred in or such right shall be Tenant's sole available remedy against Landlord in connection with each such claim or action or proceeding brought thereon. therewith. A-13.04 Notwithstanding anything in this Lease to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and the Landlord Group shall have pari pasu no personal liability based upon a determination of comparables fault. In case any action under or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord shall from time with respect to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding. 19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations liability of Tenant hereunder shall be in no wise affected, impaired or excused because the Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls Group in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees is limited solely to indemnify Landlord's equity interest in the other, the indemnitee Property. Under no circumstances whatsoever shall give prompt notice Landlord be liable to the indemnitor of any claim, shall cooperate Tenant in connection with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed this Lease for consequential or conditionedspecial damages.

Non Liability and Indemnification. 19.01 Section 17.1 Neither Landlord nor the Board of Managers nor any agent employees, partners, members, managers, shareholders, officers, directors, trustees, agents or employee contractors of Landlord or the Board of Managers shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, unless (in the case of Landlord) caused by or due to the breach of any Landlord’s obligations under this Lease or the negligence or willful misconduct other wrongful act or omission of LandlordLandlord or the Board of Managers, or any of its agentsemployees, contractors partners, members, managers, shareholders, officers, directors, trustees, agents or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premisescontractors. 19.02 Section 17.2 Tenant shall indemnify and save harmless Landlord and its the Board of Managers and their respective employees, partners, members, managers, shareholders, officers, directors, trustees, agents and contractors against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) claims arising from (i) arising from any default in the performance of any of Tenant’s obligations hereunder, (xii) the conduct or management Tenant’s use and occupancy of the Demised Premises or and performance of any business therein by Tenant during the Term of this Lease, Third Floor Work or (yiii) any work or thing whatsoever done, or any condition created by Tenant in or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act or omission of Tenant or any of its subtenants sub-tenants or licensees or its or their employees, partners, members, managers, shareholders, officers, directors, trustees, agents or contractorscontractors in and about the Building, and (b) all costs, expenses and liabilities (including penalties, fines and reasonable counsel fees) incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything , except that no claim shall be made by reason of damage to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise Demised Premises unless in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables faultSection 13.1. In case any action or proceeding be is brought against Landlord or the Board of Managers (or any of their employees, partners, members, managers, shareholders, officers, directors, trustees, or agents) by reason of any such claim, Tenant, upon notice from Landlord or the Board of Managers (as the case may be), shall resist and defend such action or proceeding. The foregoing indemnity is given by Tenant in its capacity as tenant hereunder and not as a telecommunication service provider to the Building or as an Owner or Occupant of the Verizon Units. Section 17.3 Landlord shall indemnify and save harmless Tenant and its employees, partners, members, managers, shareholders, officers, directors, trustees, agents and contractors against and from time to time, pay (a) any and all claims (i) by reason of or resulting from any default in the performance of any of the Landlord’s costs obligations hereunder, (ii) by reason of any negligent or otherwise wrongful act or omission of Landlord or any of its employees, partners, members, managers, shareholders, officers, directors, trustees, agents or contractors, in and about the Building, and (b) all costs, expenses and liabilities (including penalties, fines and reasonable counsel fees) incurred to in or in connection with each such claim or any action or proceeding brought thereon. In case any action or proceeding is brought against Tenant by reason of any such claim, Landlord shall, on notice from Tenant, resist and defend such action or proceeding. 19.03 Except as otherwise expressly provided in this Lease, Section 17.4 Whenever either party shall be obligated under the terms of this Lease to indemnify the other party, the indemnitor shall be entitled to defend the indemnitee by counsel chosen by the indemnitor who shall be reasonably satisfactory to the indemnitee and the indemnitor or its counsel shall keep the indemnitee fully apprised at all times of the state of such defense. Counsel for the indemnitor’s insurer (or, if the indemnitor is New York University or its Affiliate, the Office of Legal Counsel of New York University or, if the indemnitor is Verizon or its Affiliate, the Verizon Legal Department) shall be deemed satisfactory to the indemnitee. Neither party shall be liable for nor indemnify the other against consequential damages. Section 17.5 The performance of the obligations of Tenant a party hereunder (other than financial obligations) shall be in no wise affected, impaired or excused because Landlord suspended to the extent it is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strikeForce Majeure, other labor troubleprovided that it shall in each instance exercise reasonable diligence to effect performance when and as soon as possible. However, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever nothing contained in this Lease a party agrees Section shall be deemed to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of extend or otherwise modify or affect any claim, shall cooperate with the indemnitor in defense of the claim thereof as may time limits and conditions set forth in Articles 18 and 19. Section 17.6 The provisions of this Article are intended to be reasonably required cumulative to, and shall not settle such claim without indemnitorbe deemed to supersede, limit or modify any of the other provisions of this Lease. Section 17.7 Except as otherwise provided herein, Tenant (in its capacity as “Tenant” hereunder) shall look only to Landlord’s prior written consentestate in the Third Floor Unit (or the proceeds thereof, not including any mortgage thereof and the rents, profits, and casualty, condemnation or other proceeds derived therefrom) for the satisfaction of Tenant’s remedies requiring the payment of money by Landlord in the event of any default by Landlord hereunder, and no other property or assets of Landlord shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant’s remedies under or with respect to this Lease, the relationship of Landlord and Tenant hereunder or Tenant’s use and occupancy of the Demised Premises. Nothing contained in this Section shall be unreasonably withheld, delayed deemed to alter or conditionedlimit any of Landlord’s obligations hereunder.

Non Liability and Indemnification. 19.01 18.01 Neither Landlord Landlord, any Superior Lessor or any Superior Mortgagee, nor any agent member, partner, director, officer, shareholder, principal, agent, servant or employee of Landlord Landlord, any Superior Lessor or any Superior Mortgagee (in any case whether disclosed or undisclosed), shall be liable to Tenant for any loss, injury or damage to Tenant or to any other person or for any damage toperson, or loss (by theft to its or otherwise) of, any property of Tenant or of any other persontheir property, irrespective of the cause of such injury, damage or loss, unless nor shall the aforesaid parties be liable for any damage to property of Tenant or of others entrusted to employees of Landlord nor for loss of or damage to any such property by theft or otherwise; provided, however, that subject to the provisions of Section 35.03 hereof, nothing contained in this Section 18.01 shall be construed to exculpate Landlord for loss, injury or damage to the extent caused by or due to resulting from the negligence or willful misconduct of Landlord, its agents, contractors servants, employees in the operation or employees occurring within maintenance of the scope Premises or the Real Property. Further, neither Landlord, any Superior Lessor or any Superior Mortgagee, nor any member, partner, director, officer, principal, shareholder, agent, servant or employee of their respective employmentsLandlord, it being understood that no propertyany Superior Lessor or any Superior Mortgagee, shall be liable (a) for any such damage caused by other than such as might normally be brought tenants or persons in, upon or kept about the Building or the Real Property, or caused by operations in the Demised Premises as incident to the reasonable construction of any private, public or quasi-public work; or (b) even if negligent, for consequential damages arising out of any loss of use of the Demised Premises for the purpose herein permittedor any equipment, will be brought upon facilities or be kept in the Demised Premisesother Tenant’s Property therein by Tenant or any person claiming through or under Tenant. 19.02 18.02 Tenant shall indemnify and save hold harmless Landlord and all Superior Lessors and Superior Mortgagees and its and their respective members, partners, directors, officers, principals, shareholders, agents and employees from and against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) (i) claims arising from or in connection with (xa) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (y) any work or thing whatsoever done, or any condition created (other than by Tenant Landlord, its agents, or employees) in or about the Demised Premises during the Term term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actionsPremises; (b) any act, omission or (ii) arising from any negligent or otherwise wrongful act negligence of Tenant or any of its subtenants or licensees or its or their members, partners, directors, principals, shareholders, officers, agents, employees or contractors; (c) any accident, injury or damage whatever (except to the extent caused by Landlord’s negligence or the negligence of Landlord’s agents, employees, agents or contractors) occurring in, at or upon the Premises; and (bd) any breach or default by Tenant in the full and prompt payment and performance of Tenant’s obligations under this Lease; together with all reasonable costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claimsincluding, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant without limitation, all reasonable attorneys’ fees and Landlord shall have pari pasu liability based upon a determination of comparables faultexpenses. In case any action or proceeding be brought against Landlord and/or any Superior Lessor or Superior Mortgagee and/or its or their members, partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord or such Superior Lessor or Superior Mortgagee, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceedingproceeding (by counsel reasonably satisfactory to Landlord or such Superior Lessor or Superior Mortgagee). 19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.

Non Liability and Indemnification. 19.01 Neither 23.01 In addition to the provisions of Article 13 of this Lease, except as set forth in the Guarantees, dated of even date herewith, by Ground Lessor for the benefit of Tenant (collectively, the "Guarantees"), neither Landlord nor any agent 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 for any damage toPerson, or loss (by theft to its or otherwise) of, any property of Tenant or of any other persontheir property, irrespective of the cause of such injury, damage or loss, unless except to the extent caused by or due to resulting from the negligence or willful misconduct of Landlord, its agents, contractors servants or employees occurring within in the scope operating or maintenance of their respective employmentsthe Demised Premises. Further, it being understood that no propertyneither Landlord nor any partner, joint venturer, director, officer, agent, servant or employee of Landlord shall be liable (a) for any such damage caused by other than such as might normally be brought tenants or Persons in, upon or kept in about the Demised Premises as incident to the reasonable Premises, 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 of use of the Demised Premises for or any equipment or facilities therein by Tenant or any Person claiming through or under Tenant. 23.02 Notwithstanding any provision to the purpose herein permittedcontrary, will be brought upon or be kept except as set forth in the Demised Premises. 19.02 Guarantees, Tenant shall indemnify look solely to the estate and save harmless property of Landlord in and to the Demised Premises (or the proceeds received by Landlord on a sale of such estate and property net of bona fide liens and expenses). In the event of any claim against Landlord arising out of or in connection with this Lease, the relationship of Landlord and its agents against and from (a) any and all claims, costs Tenant or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct or management Tenant's use of the Demised Premises or the Project Common Areas, Tenant, (and its successor and assigns) agrees that the liability of any business therein by Tenant during the Term Landlord arising out of this Lease, or (y) any work or thing whatsoever done, or any condition created by Tenant in or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding. 19.03 Except as otherwise expressly provided in this Lease, this Lease the relationship of Landlord and Tenant or Tenant's use of the obligations of Tenant hereunder Demised Premises or the Project Common Areas shall be in no wise affectedlimited to such estate and property of Landlord (or sale proceeds net of bona fide liens and expenses). No other properties or assets of Landlord or any partner, impaired joint venturer, director, officer, agent, servant or excused because employee of Landlord is unable shall be subject to fulfilllevy, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities execution or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder enforcement procedures for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor satisfaction of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed judgment (or conditioned.other

Non Liability and Indemnification. 19.01 Section 20.01. Neither Landlord nor any agent Landlord's agents, officers, directors, shareholders, partners or employee of Landlord principals (disclosed or undisclosed) shall be liable to Tenant for or Tenant's agents, employees, contractors, invitees or licensees or any other occupant of the Premises. Tenant shall save and hold Landlord, Landlord's agents and the Paramount Lessor and their respective agents, employees, contractors, officers, directors, shareholders, partners and principals (disclosed or undisclosed) harmless from any loss, liability, claim, damage, expense (including reasonable attorneys' fees and disbursements), penalty or fine incurred in connection with or arising from any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, of any of Tenant's Property or of the property of Tenant or of any other person, irrespective of the cause of such injury, damage or lossloss unless due to the Landlord's wilful acts or the sole negligence of Landlord or Landlord's agents without contributory negligence on the part of Tenant, unless caused by its employees, agents, subtenants, contractors, invitees or licensees. Landlord and Landlord's agents shall not be liable for any loss or damage to Tenant or Tenant's property even, to the extent of Tenant's insurance coverage, if due to the negligence of Landlord or willful misconduct Landlord's agents. Any Building employee to whom any property shall be entrusted by or on behalf of Tenant shall be acting as Tenant's agent with respect to such property and neither Landlord nor Landlord's agents shall be liable for any loss of or damage to any such property. Section 20.02. Neither any (a) performance by Landlord, its agentsTenant or others of any repairs or Improvements on or to the Real Property, contractors Building Equipment or employees occurring within Premises, (b) failure of Landlord or others to make any such repairs or Improvements, (c) damage to the scope of their respective employmentsBuilding Equipment, it being understood that no propertyPremises or Tenant's Property, (d) injury to any persons, caused by other than such as might normally be brought upon tenants or kept persons in the Demised Building, or by operations in the construction of any private, public or quasi-public work, or by any other cause, (e) latent defect in the Building, Building Equipment or Premises, (f) temporary or permanent covering or bricking up of any windows of the Premises as incident to comply with any Legal Requirements nor (g) inconvenience or annoyance to Tenant or injury to or interruption of Tenant's business by reason of any of the events or occurrences referred to in the foregoing subdivisions (a) through (f) shall impose any liability on Landlord to Tenant. No representation is made that the communications or security systems, devices or procedures of the Building will be effective to prevent injury to Tenant or any other person or damage to, or loss (by theft or otherwise) of any of Tenant's Property or the property of any other person. Landlord reserves the right to modify such communications or security systems or procedures without liability, provided that the resulting security systems or procedures are at least equal to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon prior security system or be kept in the Demised Premisesprocedures. 19.02 Section 20.03. Tenant shall indemnify and save harmless hereby indemnifies Landlord and its agents against and liability in connection with or arising from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) default by Tenant in the conduct or management of the Demised Premises or performance of any business therein by Tenant during the Term provisions of this Lease, and/or (b) the use or occupancy or manner of use or occupancy of the Premises by Tenant or any person claiming by, through or under Tenant, and/or (yc) any work acts, omissions or thing whatsoever donenegligence of Tenant or any such person, or the contractors, agents, employees, invitees or licensees of Tenant or any condition created by Tenant such person, in or about the Demised Premises or the Real Property either prior to, during or after the Term expiration of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereonTerm. Section 20.04. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claimspay to Landlord as Additional Rent, costs or expenses arise twenty (20) days after demand, sums equal to all losses and other liabilities referred to in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceedingSection 20.03. 19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.

Non Liability and Indemnification. 19.01 Neither Landlord nor any agent or employee of 18.1 Landlord shall not be liable to Tenant for any loss, injury or damage to Tenant or to any other person or for any damage toperson, or loss (by theft to its or otherwise) of, any property of Tenant or of any other persontheir property, irrespective of the cause of such injury, damage or loss, unless caused by or due to resulting from the negligence or negligence, willful misconduct or breach of Landlord, this Lease by Landlord its respective agents, contractors contractors, invitees or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premisesemployees. 19.02 18.2 Tenant shall indemnify and save harmless Landlord and its agents against and from liability in connection with (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (y) any work or thing whatsoever done, done or any condition created by or on behalf of Tenant (other than by Landlord, Superior Mortgagee or their respective agents, contractors, invitees or employees) in or about the Demised Premises during the Term Term, including, without limitation, the performance of this Lease any Alterations by or during the period on behalf of timeTenant, if any(b) any act, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actionsomission, negligence or (ii) arising from any negligent or otherwise wrongful act willful misconduct of Tenant or any of its subtenants subtenant or licensees or its licensee or their respective employees, agents agents, contractors or contractorsinvitees, and (bc) all costsany accident, expenses and liabilities incurred in injury or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything damage (except to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s extent caused by the negligence or willful misconduct but of Landlord, Superior Mortgagee or their respective agents, contractors, invitees or employees) occurring in, at or upon the Demised Premises, (d) the failure of Tenant and or any subtenant or licensee or their respective employees, agents, contractors or invitees to comply with those Legal Requirements which are to be complied with by Tenant pursuant to the terms of this Lease, or (e) any other breach or default by Tenant under this Lease. Such indemnity shall not include an indemnity against consequential or special damages. The provisions of this Section 18.2 shall survive the expiration or earlier termination of this Lease. 18.3 Landlord shall have pari pasu indemnify Tenant against liability based upon a determination in connection with (a) any work or thing done, or any condition created, by Landlord or its agents, contractors, invitees or employees in or about the Property during the Term (except to the extent caused by the negligence or willful misconduct of comparables faultTenant or Tenant’s agents, contractors or employees), (b) any negligence or willful misconduct of Landlord or its employees, agents, contractors or invitees, (c) the failure of Landlord or its employees, agents, contractors or invitees to comply with those Legal Requirements which are to be complied with by Landlord pursuant to the terms of this Lease, or (d) any other breach or default by Landlord under this Lease. In case Such indemnity shall not include an indemnity against consequential or special damages. The provisions of this Section 18.3 shall survive the expiration or earlier termination of this Lease. 18.4 If any claim, action or proceeding be is made or brought against Landlord a party indemnified under Sections 18.2 or 18.3 hereof (“Indemnitee”), then upon demand by reason Indemnitee, the indemnifying party (“Indemnitor”), at Indemnitor’s sole cost and expense, shall resist or defend such claim, action or proceeding in Indemnitee’s name, if necessary, by the attorneys for Indemnitor’s insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Indemnitee shall approve, which approval shall not be unreasonably withheld, conditioned or delayed, and Indemnitee shall cooperate, at no cost to itself unless reimbursed by Indemnitor, with Indemnitor’s counsel or such insurance carrier, in the defense of such claim. Indemnitee shall not enter into any settlement of any such claim, Tenant, upon notice from Landlord shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding. 19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s the prior written consent, consent of Indemnitor (not to be unreasonably withheld, delayed conditioned or conditioneddelayed), and Indemnitor shall not do so except on prior notice to Indemnitee. Indemnitee shall notify Indemnitor promptly of any claim, action or proceeding made or brought against Indemnitee as to which indemnification may be sought hereunder. If Indemnitee shall fail to timely notify Indemnitor of a claim and, as a result of such failure, Indemnitor’s insurance coverage is prejudiced, or Indemnitor is otherwise materially prejudiced in the defense of such claim, Indemnitor shall be released from its obligation to indemnify Indemnitee, but only to the extent of such prejudice. 18.5 The words “Tenant indemnifies Landlord against liability,” “Tenant shall indemnify Landlord against liability,” “Landlord indemnifies Tenant against liability” or “Landlord shall indemnify Tenant against liability” and words of similar import shall mean that the indemnifying party agrees to indemnify, hold and save harmless the indemnified party and their respective partners, directors, officers, agents and employees from and against all loss, cost, liability, claim, damage, fine, penalty and expense, including reasonable attorneys’ fees and disbursements (whether incurred in resisting and defending any action or proceeding or incurred in enforcing the indemnification rights of the indemnified party against the indemnifying party). The indemnifying party shall pay to the indemnified party upon rendition of bills or statements therefor, an amount equal to all losses, costs, liabilities, claims, damages, fines, penalties and expenses (i) incurred by the indemnified party or any other indemnified person and (ii) for which the indemnifying party has indemnified the indemnified party or any other indemnified person. Nothing herein contained shall be deemed to require any party to indemnify any other party against its own negligence or willful misconduct, or against any consequential or special damages.

Non Liability and Indemnification. 19.01 Neither As of the date hereof, Article 48 of the Original Lease shall be deemed deleted in its entirety and shall be replaced with the following: "A. To the fullest extent permitted by law, neither Landlord nor any agent Landlord's Agents, officers, directors, shareholders, partners, members or employee of Landlord principals (disclosed or undisclosed) shall be liable to Tenant or Tenant's agents, employees, contractors, invitees or licensees or any other occupant of the Premises for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) other loss of, any of Tenant's property or of Tenant or the property of any other person, irrespective of except to the cause of extent such injury, damage or loss, unless caused by or due to theft results from the negligence or willful misconduct of Landlord or Landlord's Agents. Tenant waives, its agents, contractors or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use full extent permitted by law, any claim for consequential damages in connection therewith and Landlord and Landlord's Agents shall not be liable, to the extent of Tenant's insurance coverage, for any loss or damage to any person or property even if due to the Demised Premises for the purpose herein permitted, will negligence of Landlord or Landlord's Agents. Any Building employee to whom any property shall be brought upon entrusted by or be kept in the Demised Premises. 19.02 on behalf of Tenant shall indemnify be deemed to be acting as Tenant's agent with respect to such property and save harmless neither Landlord and its agents against and from (a) nor Landlord's Agents shall be liable for any and all claimsloss of or damage to any such property by theft or otherwise, costs or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Lease, or (y) any work or thing whatsoever done, or any condition created by Tenant in or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior except to the Term Commencement Date that Tenant may have been given access to extent such damage or theft results from the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful wilful misconduct but Tenant and of Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding's Agents. 19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.

Non Liability and Indemnification. 19.01 Modifying (to the extent of any inconsistency between such provisions and this Paragraph 9) the provisions of Section 14.12.2 of the Overlease, as such provisions are applicable to the Sublease Premise▇: A. Notwithstanding anything to the contrary contained in Section 14.12 of the Overlease, Subtenant agrees to defend, indemnify and hold harmless S▇▇▇▇▇▇▇▇▇d and Overlandlord, and the respective agents, partners, shareholders, directors, officers and employees of Sublandlord and Overlandlord, from and against all damage, loss, liability, cost and expense (including, without limitation, engineers', architects' and attorneys' fees and disbursements) resulting from any of the risks referred to in Section 14.12 of the Overlease. B. Neither Landlord Sublandlord nor any agent or employee of Landlord Sublandlord's agents shall be liable for: (i) any damage to Tenant property of Subtenant or of others entrusted to employees of Sublandlord or to Sublandlord's agents, nor for the loss or damage to any property of Subtenant or of any of Subtenant's agents, employees or contractors by theft or otherwise; (ii) any injury or damage to Tenant persons or to property resulting from fire, explosion, falling plaster, steam, gas, electricity, water, rain, snow or leaks from any part of the Building or from the pipes, appliances or plumbing works or from the roof, street or sub-surface or from any other person place or by dampness or by any other cause of whatsoever nature, unless such injury or damage is caused by the negligent act of Sublandlord and is not otherwise subject to the provisions of the Overlease; (iii) any such damage caused by other tenants or persons ▇▇ ▇▇▇ ▇▇ilding or caused by operations in construction of any private, public or quasi-public work; or (iv) any latent defect in the Sublease Premises or in the Building. C. Subtenant agrees, irrespective of whether Subtenant shall have been negligent in connection therewith, to indemnify, protect, defend and save harmless, Sublandlord and Sublandlord's partners, officers, directors, contractors, agents and employees (individually and collectively, the "INDEMNIFIED PARTY") from and against any and all liability (statutory or otherwise), claims, suits, demands, damages, judgments, costs, fines, penalties, interest and expenses (including reasonable counsel and other professional fees and disbursements incurred in any action or proceeding, whether between Subtenant and the Indemnified Party, or between the Indemnified Party and any third party or otherwise), to which any such Indemnified Party may be subject or suffer arising from, or in connection with: (i) any liability or claim for any damage injury to, or loss (by theft or otherwise) death of, any property of Tenant person or of any other person, irrespective of the cause of such injury, damage or loss, unless caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises. 19.02 Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasepersons, or damage to property (y) including any work or thing whatsoever doneloss of use thereof), or any condition created by Tenant occurring in or about the Demised Sublease Premises, or (ii) the use and occupancy of the Sublease Premises, or from any work, installation or thing whatsoever done or omitted (other than by Sublandlord or by Sublandlord's agents or employees) in or about the Sublease Premises during the Term of this Lease or and during the period of time, if any, prior to the Term Commencement Date that Tenant Subtenant may have been given access to the Demised Premises if arising due to Tenant’s actionsSublease Premises, or (iiiii) arising from any negligent or otherwise wrongful act default by Subtenant in the performance of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding. 19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its Subtenant's obligations under this Lease by reason Sublease, or (iv) any act, omission, carelessness, negligence or misconduct of strike, other labor trouble, governmental pre-emption Subtenant or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claimof Subtenant's agents, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed employees or conditionedcontractors.

Non Liability and Indemnification. 19.01 Section 17.1 Neither Landlord nor the Board of Managers nor any agent employees, partners, members, managers, shareholders, officers, directors, trustees, agents or employee contractors of Landlord or the Board of Managers shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, unless (in the case of Landlord) caused by or due to the breach of any Landlord’s obligations under this Lease or the negligence or willful misconduct other wrongful act or omission of LandlordLandlord or the Board of Managers, or any of its agentsemployees, contractors partners, members, managers, shareholders, officers, directors, trustees, agents or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premisescontractors. 19.02 Section 17.2 Tenant shall indemnify and save harmless Landlord and its the Board of Managers and their respective employees, partners, members, managers, shareholders, officers, directors, trustees, agents and contractors against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) claims arising from (i) arising from any default in the performance of any of Tenant’s obligations hereunder, (xii) the conduct or management Tenant’s use and occupancy of the Demised Premises or and performance of any business therein by Tenant during the Term of this Lease, Twentieth Floor Work or (yiii) any work or thing whatsoever done, or any condition created by Tenant in or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act or omission of Tenant or any of its subtenants sub-tenants or licensees or its or their employees, partners, members, managers, shareholders, officers, directors, trustees, agents or contractorscontractors in and about the Building, and (b) all costs, expenses and liabilities (including penalties, fines and reasonable counsel fees) incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything , except that no claim shall be made by reason of damage to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise Demised Premises unless in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables faultSection 13.1. In case any action or proceeding be is brought against Landlord or the Board of Managers (or any of their employees, partners, members, managers, shareholders, officers, directors, trustees, or agents) by reason of any such claim, Tenant, upon notice from Landlord or the Board of Managers (as the case may be), shall resist and defend such action or proceeding. The foregoing indemnity is given by Tenant in its capacity as tenant hereunder and not as a telecommunication service provider to the Building or as an Owner or Occupant of the Verizon Units. Section 17.3 Landlord shall indemnify and save harmless Tenant and its employees, partners, members, managers, shareholders, officers, directors, trustees, agents and contractors against and from time to time, pay (a) any and all claims (i) by reason of or resulting from any default in the performance of any of the Landlord’s costs obligations hereunder, (ii) by reason of any negligent or otherwise wrongful act or omission of Landlord or any of its employees, partners, members, managers, shareholders, officers, directors, trustees, agents or contractors, in and about the Building, and (b) all costs, expenses and liabilities (including penalties, fines and reasonable counsel fees) incurred to in or in connection with each such claim or any action or proceeding brought thereon. In case any action or proceeding is brought against Tenant by reason of any such claim, Landlord shall, on notice from Tenant, resist and defend such action or proceeding. 19.03 Except as otherwise expressly provided in this Lease, Section 17.4 Whenever either party shall be obligated under the terms of this Lease to indemnify the other party, the indemnitor shall be entitled to defend the indemnitee by counsel chosen by the indemnitor who shall be reasonably satisfactory to the indemnitee and the indemnitor or its counsel shall keep the indemnitee fully apprised at all times of the state of such defense. Counsel for the indemnitor’s insurer (or, if the indemnitor is New York University or its Affiliate, the Office of Legal Counsel of New York University or, if the indemnitor is Verizon or its Affiliate, the Verizon Legal Department) shall be deemed satisfactory to the indemnitee. Neither party shall be liable for nor indemnify the other against consequential damages. Section 17.5 The performance of the obligations of Tenant a party hereunder (other than financial obligations) shall be in no wise affected, impaired or excused because Landlord suspended to the extent it is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strikeForce Majeure, other labor troubleprovided that it shall in each instance exercise reasonable diligence to effect performance when and as soon as possible. However, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever nothing contained in this Lease a party agrees Section shall be deemed to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of extend or otherwise modify or affect any claim, shall cooperate with the indemnitor in defense of the claim thereof as may time limits and conditions set forth in Articles 18 and 19. Section 17.6 The provisions of this Article are intended to be reasonably required cumulative to, and shall not settle such claim without indemnitorbe deemed to supersede, limit or modify any of the other provisions of this Lease. Section 17.7 Except as otherwise provided herein, Tenant (in its capacity as “Tenant” hereunder) shall look only to Landlord’s prior written consentestate in the Twentieth Floor Unit (or the proceeds thereof, not including any mortgage thereof and the rents, profits, and casualty, condemnation or other proceeds derived therefrom) for the satisfaction of Tenant’s remedies requiring the payment of money by Landlord in the event of any default by Landlord hereunder, and no other property or assets of Landlord shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tena▇▇’▇ remedies under or with respect to this Lease, the relationship of Landlord and Tenant hereunder or Tena▇▇’▇ use and occupancy of the Demised Premises. Nothing contained in this Section shall be unreasonably withheld, delayed deemed to alter or conditionedlimit any of Landlord’s obligations hereunder.

Non Liability and Indemnification. 19.01 Neither Landlord nor any agent or employee of 21.01. Except as expressly set forth in this lease, Landlord shall not be liable to Tenant for any loss, injury or damage to Tenant or to any other person or for any damage toperson, or loss (by theft to its or otherwise) of, any property of Tenant or of any other persontheir property, irrespective of the cause of such injury, damage or loss, except to the extent that such loss, injury or damage was caused by or resulted from the act, omission or negligence of Landlord in the operation or maintenance of the Premises or the Building. No Superior Mortgagee, shall be liable to Tenant for any loss, injury or damage to Tenant or to any other person, or to its or their property, unless and to the extent that such injury, damage or loss was caused by such Superior Mortgagee, as the case may be. Further, neither Landlord nor any Superior Mortgagee, shall be liable (a) 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, unless caused by Landlord's negligence, or due to the negligence or willful misconduct of Landlord, its agents, contractors or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept (b) even in the Demised Premises as incident to the reasonable use event of the Demised Premises negligence, for the purpose herein permitted, will be brought upon or be kept in the Demised Premisesconsequential damages. 19.02 21.02. Tenant shall indemnify and save hold harmless Landlord and its agents all Superior Mortgagees and Superior Lessors and the respective partners, directors, officers, shareholders, agents, contractors, employees and servants of Landlord and all Superior Mortgagees and Superior Lessors (each, a "Landlord Party") from and against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) (i) claims arising from or in connection with (xa) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (y) any work or thing whatsoever donewhatsoever, or any condition created (other than by Tenant a Landlord Party) in or about the Demised Premises during the Term term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and lease; (b) any act, omission or negligence of Tenant in connection with Tenant's use or occupancy of the Premises or pertaining to the subject matter of this lease; (c) subject to the provisions of Section 10.03(a), any accident, injury or damage whatever (unless and to the extent caused by the negligence of a Landlord Party) occurring in, at or upon the Premises; and (d) the failure by Tenant to pay any tax which Tenant is required by law to pay and for which Landlord may be liable under any contingency, together with all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claimsincluding, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant without limitation, all attorneys' fees and Landlord shall have pari pasu liability based upon a determination of comparables faultexpenses. In case any action or proceeding be brought against a Landlord Party by reason of any such claim, Tenant, upon notice from Landlord or such Landlord Party, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceedingproceeding (by counsel reasonably satisfactory to Landlord or such Landlord Party). This indemnity and hold harmless agreement shall include indemnity from and against any and all liability, fines, suits, demands, costs and expenses of any kind or nature, including, without limitation, attorneys' fees and disbursements, incurred in connection with any -98- such claim or proceeding brought thereon. Tenant shall have no liability for any consequential damages suffered by a Landlord Party (except to the extent, if any, that the damages provided for in Article 37 ("Holdover") hereof may constitute consequential damages). 19.03 21.03. Except as otherwise expressly provided in this Leaseherein, this Lease Landlord shall indemnify and save Tenant and its partners, directors, officers, shareholders, agents, contractors, employees and servants (each, a "Tenant Party") harmless from and against all claims against any Tenant Party arising from any damage to the obligations Premises and any injury to any person, and all costs and expenses incurred as a result thereof, to the extent that such damage or injury resulted from the acts, omissions or negligence of Tenant hereunder Landlord or a Landlord Party. This indemnity and hold harmless agreement shall be in no wise affectedinclude indemnity from and against any and all liability, impaired fines, suits, demands, costs and expenses of any kind or excused because Landlord is unable to fulfillnature, or is delayed in fulfillingincluding, any of its obligations under this Lease by reason of strikewithout limitation, other labor troubleattorneys' fees and disbursements, governmental pre-emption or priorities or other controls incurred in connection with a national other public emergency any such claim or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant proceeding brought thereon. Landlord shall have no right of offset against any Fixed Rent or Additional Rent due hereunder liability for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of consequential damages suffered by any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditionedTenant Party.

Non Liability and Indemnification. 19.01 (a) Neither Landlord (except to the extent expressly set forth in this lease), any affiliate of Landlord or any Superior Mortgagee, nor any agent direct or indirect partner, member, trustee, managing agent, beneficiary, director, officer, shareholder, principal, agent, servant or employee of Landlord or of any affiliate of Landlord or any Superior Mortgagee (in any case whether disclosed or undisclosed) ) (each of the foregoing being sometimes referred to herein as a "Landlord Party"), shall be liable to Tenant for any loss, injury or damage to Tenant or to any other person or for any damage toperson, or loss (by theft to its or otherwise) of, any property of Tenant or of any other persontheir property, irrespective of the cause of such injury, damage or loss, unless nor shall the aforesaid parties be liable for any damage to property of Tenant or of others entrusted to employees of Landlord, nor for loss of or damage to any such property by theft or otherwise; provided, however, that subject to the provisions of Section 9.04 and Section 35.03, nothing contained in this Section 18.01(a) shall be construed to exculpate Landlord for loss, injury or damage to the extent caused by or due to resulting from the negligence or willful misconduct of Landlord, its agents, servants, employees and contractors in accessing the Premises. Further, no Landlord Party shall be liable, even if negligent, for indirect, consequential, special, punitive, exemplary, incidental or employees occurring within the scope other like damages arising out of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable any loss of use of the Demised Premises or any equipment, facilities or other Tenant's Property therein by Tenant or any person claiming through or under Tenant. (b) Neither Tenant (except to the extent expressly set forth in this lease), any Affiliate of Tenant, nor any direct or indirect partner, member, trustee, managing agent, beneficiary, director, officer, shareholder, principal, agent, servant or employee of Tenant (in any case whether disclosed or undisclosed) (each of the foregoing being sometimes referred to herein as a "Tenant Party"), shall be liable to Landlord for any loss, injury or damage to Landlord or to any other person, or to its or their property, irrespective of the purpose herein permittedcause of such injury, will damage or loss, nor shall the aforesaid parties be brought upon liable for any damage to property of Landlord or of others entrusted to employees of Tenant, nor for loss of or damage to any such property by theft or otherwise; provided, however, that subject to the provisions of Section 9.04, nothing contained in this Section 18.01(b) shall be kept construed to exculpate Tenant for loss, injury or damage to the extent caused by or resulting from the negligence of Tenant, its agents, servants, employees and contractors in the Demised operation or maintenance of the Premises. Further, no Tenant Party shall be liable, even if negligent, for indirect, consequential, special, punitive, exemplary, incidental or other like damages arising out of any loss of use of Premises or any equipment, facilities or other property of Landlord by Landlord or any person claiming through or under Landlord (including, without limitation, damages for lost profits or opportunities, or the loss by foreclosure, deed in lieu, or otherwise, of all or any portion of Landlord's interest in the Premises). 19.02 18.02. Subject to the terms of Section 9.04 relating to waivers of subrogation (to the extent that such waivers of subrogation shall be applicable in any case), Tenant shall indemnify and save hold harmless each Landlord Party from and its agents against any and all claims arising from or in connection with (a) any and all claimsthe occupancy, costs or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct or management of the Demised Premises Real Property or of any business therein by Tenant during the Term of this Leasetherein, or (y) any work or thing whatsoever done, or any condition created (other than by Tenant Landlord, its agents, employees or contractors) in or about the Demised Premises Real Property during the Term term of this Lease lease; (b) any act, omission (where there is an affirmative duty to act) or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act negligence of Tenant or any of its subtenants or licensees or its or their partners, directors, principals, shareholders, officers, agents, employees or contractors; (c) any accident, injury or damage whatever (except to the extent caused by the negligence or willful misconduct of Landlord or its agents, employees, agents or contractors) occurring in, at or upon the Real Property; and (d) any breach or default by Tenant in the full and prompt payment and performance of Tenant's obligations under this lease. In case any action or proceeding be brought against Landlord and/or any Landlord Parties by reason of any such claim, Tenant, upon notice from Landlord or such Landlord Party, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Landlord and such Landlord Party. Provided that Tenant complies with the requirements of this Section with respect to any third-party claim, Tenant shall not be liable for the costs of any separate counsel employed by Landlord or any Landlord Party with respect thereto. If the issuer of any insurance policy maintained by Tenant and meeting the applicable requirements of this lease shall assume the defense of any such third-party claim, then Landlord and such Landlord Party shall permit such insurance carrier to defend the claim with its counsel and (i) neither Landlord nor any Landlord Party shall settle such claim without the consent of the insurance carrier (unless such settlement would relieve Landlord or such Landlord Party of all liability for which Tenant or its insurance carrier may be liable hereunder and Tenant and its insurance carrier shall have no liability for such settlement), (ii) Tenant shall have the right to settle such claim without the consent of Landlord if Landlord and each Landlord Party and their respective insurance carriers would be relieved of all liability in connection therewith, (iii) Landlord and each applicable Landlord Party shall reasonably cooperate, at Tenant's expense, with the insurance carrier in its defense of any such claim, and (iv) Tenant shall not be liable for the costs of any separate counsel employed by Landlord or any Landlord Party. In no event shall Tenant be liable for indirect, consequential, special, punitive, exemplary, incidental or other like damages (including, without limitation, damages for lost profits or opportunities, or the loss by foreclosure, deed in lieu, or otherwise, of all or any portion of Landlord's interest in the Premises). The provisions of the preceding four sentences shall apply with full force and effect to any obligation of Tenant contained in this lease to indemnify Landlord and/or all Landlord Parties, without respect to whether such indemnification obligation is set forth in this Article 18 or elsewhere in this lease. 18.03. Notwithstanding anything contained in Section 18.01 to the contrary and subject to the terms of Section 9.04 relating to waivers of subrogation (to the extent that such waivers of subrogation shall be applicable in any case), Landlord shall indemnify and hold harmless each Tenant Party from and against (a) any and all third-party claims arising from or in connection with any act, omission (where there is an affirmative duty to act) or negligence of Landlord and its partners, directors, principals, shareholders, officers, agents, employees or contractors, and (b) any breach or default by Landlord in the full and prompt performance of Landlord's obligations under this lease; together with all reasonable out-of-pocket costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable out-of-pocket attorneys' fees and expenses. Notwithstanding anything to In no event shall Landlord be liable for indirect, consequential, special, punitive, exemplary, incidental or other like damages (including, without limitation, damages for lost profits or opportunities, or the contraryloss by foreclosure, deed in lieu, or otherwise, of all or any portion of Tenant's interest in the Premises). If any such third-party claim is asserted against Tenant and/or any Tenant Party, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant give Landlord prompt notice thereof and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case resist and defend such third-party claim (including any action or proceeding thereon) by counsel reasonably satisfactory to Tenant. Provided that Landlord complies with the requirements of this Section with respect to any third-party claim, Landlord shall not be brought against liable for the costs of any separate counsel employed by Tenant or any Tenant Party with respect thereto. If the issuer of any insurance policy maintained by Landlord by reason and meeting the applicable requirements of this lease shall assume the defense of any such third-party claim, then Tenant shall permit such insurance carrier to defend the claim with its counsel and (i) neither Tenant nor any Tenant Party shall settle such claim without the consent of the insurance carrier (unless such settlement would relieve Tenant or such Tenant Party of all liability for which Landlord or its insurance carrier may be liable hereunder and Landlord and its insurance carrier shall have no liability for such settlement), (ii) Landlord shall have the right to settle such claim without the consent of Tenant if Tenant, each Tenant Party and their respective insurance carriers would be relieved of all liability in connection therewith, (iii) Tenant and each applicable Tenant Party shall reasonably cooperate, at Landlord's expense, with the insurance carrier in its defense of any such claim, Tenant, upon notice from and (iv) Landlord shall from time not be liable for the costs of any separate counsel employed by Tenant or any Tenant Party. The provisions of this Section 18.03 shall apply with full force and effect to time, pay all any obligation of Landlord’s costs and expenses incurred to resist and defend such action or proceeding. 19.03 Except as otherwise expressly provided Landlord contained in this Leaselease to indemnify Tenant and/or a Tenant Party, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord without respect to whether such indemnification obligation is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever set forth in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor Article 18 or elsewhere in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditionedthis lease.

Non Liability and Indemnification. 19.01 20.01. Neither Landlord nor any agent Superior Lessor or employee of Landlord Superior Mortgagee shall be liable to Tenant for any loss, injury or damage to Tenant or to any other person or for any damage toperson, or loss (by theft to its or otherwise) of, any property of Tenant or of any other persontheir property, irrespective of the cause of such injury, damage or loss, unless except to the extent caused by or due to resulting from the negligence or willful misconduct of LandlordLandlord or the Superior Lessor or Superior Mortgagee, its agents, contractors or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised operation or maintenance of the Premises as incident or the Project. Neither Landlord nor any Superior Lessor or Superior Mortgagee shall be liable (a) for any damage caused by other tenants or persons in, on or about the Project, or (b) even if resulting from negligence or willful misconduct, for consequential damages of Tenant or any subtenant or licensee of Tenant. 20.02. Notwithstanding any provision to the reasonable contrary, Tenant shall look solely to the estate and property of Landlord in and to the Project (including any insurance and other proceeds therefrom) in the event of any claim against Landlord or any partner, director, officer, agent or employee 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 Premises, and 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 Premises, shall be limited to such estate and property of Landlord. No other properties or assets of Landlord or any partner, director, officer, agent or employee of Landlord shall be subject to levy, execution or other enforcement procedures for the purpose herein permittedsatisfaction of any judgment (or other judicial process) or for the satisfaction of any other remedy of Tenant arising out of or in connection with this Lease, will be brought upon the relationship of Landlord and Tenant or be kept Tenant's use of the Premises, and if Tenant acquires a lien on or interest in the Demised Premisesany other properties or assets by judgment or otherwise, Tenant shall 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. 19.02 20.03. Tenant shall indemnify and save hold harmless Landlord and all Superior Lessors and all Superior Mortgagees, including, without limitation, Swiss Bank and Carbide, and its and their respective partners, directors, officers, agents and employees from and against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) (i) claims arising from or in connection with (xa) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (y) any work or thing whatsoever done, or any condition created by Tenant or its subtenant or licensee, or their respective agents, contractors, employees or invitees, in or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actionsPremises; (b) any act, omission or (ii) arising from any negligent or otherwise wrongful act negligence of Tenant or any of its subtenants or licensees or its or their employees, agents employees or contractors; (c) any accident, injury or damage whatever (unless caused by Land-lord's negligence or willful misconduct) occurring in, at or upon the Premises; (d) any breach or default by Tenant in the full and prompt payment and performance of Tenant's obligations under this Lease; and (be) the failure of Tenant or any of its subtenants or licensees or its or their employees or contractors to comply with all Legal Require ments and Insurance Requirements; together with all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claimsincluding, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant without limitation, all attorneys' fees and Landlord shall have pari pasu liability based upon a determination of comparables faultexpenses. In case any action or proceeding be is brought against Landlord and/or any Superior Lessor or Superior Mortgagee and/or its or their partners, directors, officers, agents and/or employees by reason of any such claim which is the subject of the foregoing indemnity, Tenant, upon notice from Landlord or such Superior Lessor or Superior Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord). Counsel selected by Tenant's insurance company shall be deemed satisfactory to Landlord. 20.04. Landlord shall indemnify and hold harmless Tenant and its officers, directors, agents and employees from and against any and all claims arising from or in connection with (a) the operation or maintenance of the Land, the Project and the portions of the Building outside of the Premises, (b) Landlord's failure to comply with Legal and Insurance Requirements in connection with the Work or the performance of Landlord's other obligations hereunder, or (c) the negligence or other wrongful acts of Landlord or its agents, contractors or employees; together with all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, all attorneys' fees and expenses. If any action or proceeding is brought against Tenant and/or its officers, directors, agents and/or employees by reason of any such claim, TenantLandlord, upon notice from Landlord Tenant, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceedingproceeding (by counsel reasonably satisfactory to Tenant). 19.03 Except as otherwise expressly provided in this Lease, this Lease 20.05. The provisions of Sections 20.03 and 20.04 shall survive the obligations of Tenant hereunder shall be in no wise affected, impaired expiration or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense sooner termination of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditionedTerm.

Non Liability and Indemnification. 19.01 37.1. Neither Landlord nor any agent partner, member, 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 for any damage toperson, or loss (by theft to its or otherwise) of, any property of Tenant or of any other persontheir property, irrespective of the cause of such injury, damage or loss, unless except to the extent the same are caused by or due to result from the negligence or willful misconduct of Landlord, its agents, servants, contractors or employees occurring within in the scope operation or maintenance of their respective employmentsthe Premises or the Building. Further, it being understood that no propertyneither Landlord nor any partner, member, director, officer, agent, servant or employee of Landlord shall be liable (a) for any such damage caused by other than such as might normally be brought tenants or persons in, upon or kept about the Building or caused by operations in the Demised Premises as incident to the reasonable construction of any private, public or quasi-public work; or (b) even if negligent, for consequential damages arising out of any loss of use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premisesany equipment or facilities therein by Tenant or any person claiming through or under Tenant. 19.02 37.2. Tenant shall indemnify and save hold harmless Landlord and all lessors under underlying leases, of, and mortgagees under mortgages affecting, the Land and/or the Building and its and their respective partners, members, directors, officers, agents and employees from and against any and all claims arising from or in connection with (a) any and all claimsthe use or occupation of the Premises by Tenant or anyone in the Premises with Tenant's permission, costs or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (y) any work or thing whatsoever done, or any condition created (other than by Tenant Landlord, its agents, servants, contractors or employees) in or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior to the Term Lease or during the period of time, if any, prior to the Commencement Date Date, that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actionsPremises; (b) any act, omission or (ii) arising from any negligent or otherwise wrongful act negligence of Tenant or any of its subtenants sublessees or licensees or its or their employeespartners, agents members, directors, officers, agents, employees or contractors; (c) any accident, injury or damage whatsoever (except to the extent caused by the negligence of Landlord, its agents, servants, contractors or employees) occurring in, at or upon the Premises; and (bd) any breach or default by Tenant in the full and prompt payment and performance of Tenant's obligations under this Lease. Tenant's indemnity shall include the payment to Landlord of all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claimsincluding without limitation, all reasonable attorneys' fees, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables faultexpenses. In case any action or proceeding shall be brought against Landlord and/or any such lessor or mortgagee and/or its or their partners, directors, officers, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord or such lessor or mortgagee (as the case may be), shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceedingproceeding (by counsel reasonably satisfactory to Landlord). 19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.

Non Liability and Indemnification. 19.01 20.01. Neither Landlord nor any agent Superior Lessor or employee of Landlord Superior Mortgagee shall be liable to Tenant for any loss, injury or damage to Tenant or to any other person or for any damage toperson, or loss (by theft to its or otherwise) of, any property of Tenant or of any other persontheir property, irrespective of the cause of such injury, damage or loss, unless caused by or due to resulting from the negligence or willful misconduct of LandlordLandlord or the Superior Lessor or Superior Mortgagee, its agents, contractors or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised operation or maintenance of the Premises as incident or the Project. Neither Landlord nor any Superior Lessor or Superior Mortgagee shall be liable (a) for any damage caused by other tenants or persons in, on or about the Project, or (b) even if resulting from negligence or willful misconduct, for consequential damages of Tenant or any subtenant or licensee of Tenant. 20.02. Notwithstanding any provision to the reasonable contrary, Tenant shall look solely to the estate and property of Landlord in and to the Project in the event of any claim against Landlord or any partner, director, officer, agent or employee 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 Premises, and 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 Premises, shall be limited to such estate and property of Landlord. No other properties or assets of Landlord or any partner, director, officer, agent or employee of Landlord shall be subject to levy, execution or other enforcement procedures for the purpose herein permittedsatisfaction of any judgment (or other judicial process) or for the satisfaction of any other remedy of Tenant arising out of or in connection with this Lease, will be brought upon the relationship of Landlord and Tenant or be kept Tenant's use of the Premises, and if Tenant acquires a lien on or interest in the Demised Premisesany other properties or assets by judgment or otherwise, Tenant shall 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. 19.02 20.03. Tenant shall indemnify and save hold harmless Landlord and all Superior Lessors and all Superior Mortgagees, including, without limitation, Swiss Bank and Carbide, and its and their respective partners, directors, officers, agents and employees from and against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) (i) claims arising from or in connection with (xa) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (y) any work or thing whatsoever done, or any condition created (other than by Tenant Landlord) in or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actionsPremises; (b) any act, omission or (ii) arising from any negligent or otherwise wrongful act negligence of Tenant or any of its subtenants or licensees or its or their employees, agents employees or contractors; (c) any accident, injury or damage whatever (unless caused by Landlord's negligence or willful misconduct) occurring in, at or upon the Premises; (d) any breach or default by Tenant in the full and prompt payment and performance of Tenant's obligations under this Lease; and (be) the failure of Tenant or any of its subtenants or licensees or its or their employees or contractors to comply with all Legal Requirements and Insurance Requirements; together with all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claimsincluding, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant without limitation, all reasonable attorneys' fees and Landlord shall have pari pasu liability based upon a determination of comparables faultexpenses. In case any action or proceeding be is brought against Landlord and/or any Superior Lessor or Superior Mortgagee and/or its or their partners, directors, officers, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord or such Superior Lessor or Superior Mortgagee, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceedingproceeding (by counsel reasonably satisfactory to Landlord). 19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.

Non Liability and Indemnification. 19.01 (a) Neither Landlord (except to the extent expressly set forth in this lease), the Board of Managers, any Superior Lessor or any Superior Mortgagee, nor any agent partner, director, officer, shareholder, principal, agent, servant or employee of Landlord Landlord, the Board of Managers, any Superior Lessor or any Superior Mortgagee (in any case whether disclosed or undisclosed), shall be liable to Tenant for any loss, injury or damage to Tenant or to any other person or for any damage toperson, or loss (by theft to its or otherwise) of, any property of Tenant or of any other persontheir property, irrespective of the cause of such injury, damage or loss, unless nor shall the aforesaid parties be liable for any damage to property of Tenant or of others entrusted to employees of Landlord, Landlord's managing agent (if any), the Board of Managers or the managing agent of the Common Elements, nor for loss of or damage to any such property by theft or otherwise; PROVIDED, HOWEVER, that subject to the provisions of Section 35.03 hereof, nothing contained in this Section 18.01(a) shall be construed to exculpate Landlord for loss, injury or damage to the extent caused by or due to resulting from the negligence or willful misconduct of Landlord, its agents, servants, employees and contractors or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use operation or maintenance of the Demised Premises for or the purpose herein permittedReal Property. Further, will neither Landlord, the Board of Managers, any Superior Lessor or any Superior Mortgagee, nor any partner, director, officer, principal, shareholder, agent, servant or employee of Landlord, the Board of Managers, any Superior Lessor or any Superior Mortgagee, shall be brought upon or be kept in the Demised Premises. 19.02 Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) liable (i) arising from (x) the conduct for any such damage caused by other tenants or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasepersons in, or (y) any work or thing whatsoever done, or any condition created by Tenant in upon or about the Demised Premises during Unit, the Term Building or the Real Property, or caused by operations in construction of this Lease any private, public or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, quasi-public work; or (ii) even if negligent, for consequential damages arising from out of any negligent loss of use of the Premises or otherwise wrongful act of any equipment, facilities or other Tenant's Property therein by Tenant or any person claiming through or under Tenant. (b) Neither Tenant (except to the extent expressly set forth in this lease) nor any partner, director, officer, shareholder, principal, agent, servant or employee of its subtenants Tenant (in any case whether disclosed or licensees undisclosed), shall be liable to Landlord for any loss, injury or damage to Landlord or to any other person, or to its or their employeesproperty, agents irrespective of the cause of such injury, damage or contractorsloss, and (bnor shall the aforesaid parties be liable for any damage to property of Landlord or of others entrusted to employees of Tenant, nor for loss of or damage to any such property by theft or otherwise; PROVIDED, HOWEVER, that nothing contained in this Section 18.01(b) all costsshall be construed to exculpate Tenant for loss, expenses and liabilities incurred in injury or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything damage to the contraryextent caused by or resulting from the negligence of Tenant, its agents, servants, employees and contractors in the operation or maintenance of the Premises. Further, neither Tenant, nor any partner, director, officer, principal, shareholder, agent, servant or employee of Tenant shall solely be obligated hereunder if liable (i) for any such claimsdamage caused by other tenants or persons in, costs upon or expenses arise about the Unit, the Building or the Real Property, or caused by operations in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason construction of any such claimprivate, Tenantpublic or quasi-public work; or (ii) even if negligent, upon notice from Landlord shall from time to timefor consequential damages arising out of any loss of use of the Unit or the Building or any equipment, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding. 19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities facilities or other controls in connection with a national other public emergency property of Landlord or shortages of fuel, supplies the Condominium therein by Landlord or labor resulting therefrom, acts of God any person claiming through or other like cause beyond under Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.

Non Liability and Indemnification. 19.01 16.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant, its employees, agents, contractors and licensees, and Tenant shall hold Landlord harmless for any injury or damage to Tenant or to any other person or persons for any damage to, or loss (by theft theft, vandalism or otherwise) of, of any property of Tenant or and/or of any other person, irrespective of the cause (unless caused by Landlord’s negligence or that of its agents and employees) of such injury, damage or loss, unless including, without limitation, that caused by water regardless of its source. Landlord shall not be liable in any event for loss of, or due damage to, any property entrusted to the negligence or willful misconduct any of Landlord’s employees or agents by Tenant without Landlord’s specific written consent. Landlord shall not be liable for the security or physical safety of Tenant, its agentsemployees, contractors agents or employees occurring within the scope of their respective employmentsvisitors, it being understood that no propertyincluding, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable without limitation, after hours use of the Demised Premises for Premises, the purpose herein permitted, will be brought upon Building or be kept in the Demised PremisesReal Property. 19.02 16.02 Tenant shall defend, indemnify and save harmless Landlord and its agents and employees against and from (a) any and all liabilities, obligations, damages, penalties, claims, costs costs, charges and expenses, including reasonable architects’ and attorneys’ fees, which may be imposed upon or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct incurred by or management asserted against Landlord and/or its agents by reason of any of the Demised Premises or of any business therein by Tenant following occurring during the Term of this LeaseTerm, or (y) during any work or thing whatsoever done, or any condition created by Tenant in or about the Demised Premises during the Term of this Lease or during the period of time, if any, time prior to the Term Commencement Date that Tenant may have been given access to or possession of all or any part of the Demised Premises if arising due to or Real Property: (a) any work or thing done in on or about the Demised Premises or the Real Property or any part thereof by or at the instance of Tenant’s actions, its agents, contractors, subcontractors, servants, employees, licensees or invitees; (iib) arising from any negligent negligence or otherwise wrongful act or omission on the part of Tenant or any of its subtenants or agents, contractors, subcontractors, servants, employees, subtenants, licensees or invitees; (c) any accident, injury or damage to any person or property occurring in, on or about the Demised Premises, the Building, the Real Property or any part thereof, or vault, passageway or space adjacent thereto; (d) any failure on the part of Tenant to perform or comply with any of the covenants, agreements, terms, provisions, conditions or limitations contained in this Lease on its part to be performed or their employeescomplied with, agents (e) storage or contractors, and (b) all costs, expenses and liabilities incurred in use on the Demised Premises of any “Hazardous Materials” or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contraryviolation of any “Environmental Laws” as those terms are defined in Exhibit C, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise which Exhibit is incorporated herein in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables faultits entirety. In case any action or proceeding be is threatened or brought against Landlord by reason of any such claim, Tenant, Tenant upon written notice from Landlord shall from time to time, pay all of Landlordat Tenant’s costs and expenses incurred to expense resist and or defend such action or proceedingproceeding by counsel approved by Landlord in writing, which approval Landlord shall not unreasonably withhold. Landlord shall be entitled to participate in such defense to whatever extent it deems advisable and Tenant shall instruct counsel to provide full and complete information to Landlord immediately on request. 19.03 16.03 Except as otherwise expressly provided in this Leaseherein, this Lease and the obligations of Tenant to pay Base Rent and Additional Rent hereunder and perform all of the other covenants, agreements, terms, provisions and conditions hereunder on the part of Tenant to be performed shall be in no wise be affected, impaired or excused for any reason whatsoever, including without limitation, because Landlord is unable to fulfill, or is delayed in fulfilling, fulfill any of its obligations under this Lease or is unable to supply or is delayed in supplying any service, express or implied, to be supplied or is unable to make or is delayed in supplying any equipment or fixtures, or if Landlord is prevented or delayed from so doing by reason of strikeForce Majeure; provided that Landlord shall in each instance exercise reasonable diligence to effect performance when and as soon as possible. 16.04 With respect to any parking areas, roadways and driveways on or about the Real Property or the Demised Premises used by Tenant, its personnel or visitors, such use shall be at their own risk and Landlord shall not be liable for any injury to person or property, or for loss or damage to any automobile or its contents, resulting from theft, collision, vandalism or any other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant whatsoever. Landlord shall have no right obligation whatsoever to provide a guard or any other personnel or device to patrol, monitor, guard or secure any parking areas. 16.05 The indemnities provided in this Article 16 and any other indemnities of offset against Landlord by Tenant shall survive the expiration of the Term, the Option Term, or any Fixed Rent or Additional Rent due hereunder termination of this Lease for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.

Non Liability and Indemnification. 19.01 23.01 Neither Landlord Landlord, nor any agent or employee of Landlord Landlord, shall be liable to Tenant, its employees, agents, contractors, invitees, guests, subtenants, licensees, or anyone else in possession of the demised premises under or through Tenant, and Tenant for shall indemnify, hold harmless and defend Landlord, its employees, officers, members, shareholders, successors and assigns, from and against any and all liabilities, loss, damage, cost, expense (including, but not limited to reasonable attorney's fees and expenses and any other professional fees and expenses), cause of action, suit, claim, demand or judgment of any nature pertaining to, arising from or related to injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or and/or of any other person, irrespective of the cause of such injury, damage or lossloss except to the extent said injury, unless damage or loss is caused by or due to the negligence or willful misconduct of the Landlord, its agents, contractors agents or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premisesemployees. 19.02 23.02 Tenant shall defend, indemnify and save harmless Landlord and its agents agents, employees, officers, members, shareholders, successors and assigns from and against and from (a) any and all loss, liabilities, obligations, damages, penalties, claims, costs or costs, charges, damages and expenses of any kind whatsoever (including, but not limited to without limitation, reasonable counsel architects' and attorneys' fees) which may be imposed upon or incurred by or asserted against Landlord and/or its agents (i) except to the extent arising from (xthe negligence or willful misconduct of Landlord its agents or employees) the conduct by third parties which are invitees, licensed agents or management contractors of Tenant by reason of any of the Demised Premises or of any business therein by Tenant during the Term of this Lease, or following: (ya) any work or thing whatsoever done, or any condition created by Tenant done in or about the Demised Premises demised premises during the Lease Term by or at the insistence of this Lease or during the period of timeTenant, if anyits agents, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actionscontractors, subcontractors, servants, employees, licensees, guests, subtenants, or invitees; (iib) arising from any negligent negligence or otherwise wrongful act or omission on the part of Tenant or any of its subtenants or agents, contractors, subcontractors, servants, employees, subtenants, licensees or invitees while in their capacity as such; (c) any accident, injury or damage to any person or property occurring in, on or about the demised premises or any part thereof during the Lease Term; (d) violation by Tenant of any laws or regulations during the Lease Term; (e) any failure on the part of Tenant to perform or comply with any of the covenants, agreements, terms, provisions, conditions or limitations contained in this Lease on its part to be performed or their employees, agents or contractors, complied with; and (bf) all coststhe operation of the demised premises during the Term of the Lease or the use, expenses and liabilities incurred in occupation or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination alteration of comparables faultsame. In case any action or proceeding be is brought against Landlord by such a third party by reason of any such claim, Tenant, Tenant upon written notice from Landlord shall from time to time, pay all of Landlord’s costs and expenses incurred to at Tenant's expense resist and or defend such action or proceeding. 19.03 Except as otherwise expressly provided proceeding by counsel approved by Landlord in this writing, which approval Landlord shall not unreasonably withhold or delay. Prior to delivering the demised premises to Landlord at the end of the Lease, this Lease any and the obligations all claims, actions or causes of Tenant hereunder shall be in no wise affected, impaired actions by any occupants or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant subtenants thereof shall have no right of offset against any Fixed Rent been settled or Additional Rent due hereunder for any reason whatsoevershall otherwise be assumed by Tenant. Wherever in this Lease a party agrees to indemnify This provision shall survive the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense termination of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditionedLease for one year after Tenant surrenders possession of the Building.

Non Liability and Indemnification. 19.01 A-13.01 Neither Landlord nor any agent Landlord's principals, officers, directors, agents or employee of employees (individually and collectively, the "Landlord Group") shall be liable to Tenant, its principals, officers, directors, agents or employees (individually and collectively, the "Tenant for Group") , and Tenant shall save the Landlord Group harmless from any loss, liability, claim and/or expense (including, without limitation, reasonable attorneys' fees and disbursements) arising from or in connection with any injury to the Tenant Group, its contractors, licensees or damage to Tenant or to invitees, any other person interruption of Tenant's business, or for any damage to, or loss (by theft or otherwise) of, any property and/or fixtures of Tenant or of any other personevery kind, irrespective regardless of the cause thereof, unless the same shall be proximately caused by the sole negligence of such injuryLandlord for which Landlord is legally liable. Notwithstanding the foregoing, (a) Tenant immediately shall notify Landlord of any claim against Landlord, (b) the Landlord Group shall not be liable for any loss, damage or expense whatsoever to the extent of Tenant's insurance coverage therefor and (c) Tenant shall first seek reimbursement for any such loss, unless caused by damage or due to the negligence or willful misconduct of Landlord, expense against its agents, contractors or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premisesinsurance carrier. 19.02 A-13.02 Tenant indemnifies and shall indemnify hold harmless the Landlord Group from and save harmless Landlord against any and its agents against all loss, liability, claim and/or expense (including, without limitation, reasonable attorneys' fees and disbursements) in connection with or arising from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct or management of the Demised Premises or of any business therein default by Tenant during the Term of under this Lease, (b) Tenant's use or (y) occupancy of the Premises and/or any work acts, omissions or thing whatsoever done, or any condition created by the negligence of the Tenant Group in or about the Demised Premises during the Term of this Lease or during the period of timePremises, including, without limitation, sidewalks, if any, prior adjoining the Premises. Tenant shall pay to Landlord as Rent an amount equal to all such losses, liabilities, claims and expenses within five days after Landlord's rendition to Tenant of bills or statements therefor. A-13.03 If Tenant's use of the Term Commencement Date that Tenant may Premises shall be enjoined or prohibited, provided the same shall not have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising resulted from any negligent act or otherwise wrongful act omission by or on behalf of Tenant or use of the Premises in any manner other than as is permitted under this Lease, Tenant shall have the right to elect to terminate this Lease upon written notice to Landlord setting forth the date of its subtenants or licensees or its or their employees, agents or contractorstermination, and (b) all costs, expenses and liabilities incurred in or such right shall be Tenant's sole available remedy against Landlord in connection with each such claim or action or proceeding brought thereon. therewith. A-13.04 Notwithstanding anything in this Lease to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and the Landlord Group shall have pari pasu no personal liability based upon a determination of comparables fault. In case any action under or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord shall from time with respect to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding. 19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations liability of Tenant hereunder shall be in no wise affected, impaired or excused because the Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls Group in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees is limited solely to indemnify Landlord's equity interest in the other, the indemnitee Property. Under no circumstances whatsoever shall give prompt notice Landlord be liable to the indemnitor of any claim, shall cooperate Tenant in connection with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed this Lease for consequential or conditionedspecial damages.

Non Liability and Indemnification. 19.01 Modifying (to the extent of any inconsistency between such provisions and this Paragraph 12) and supplementing those provisions of Article 24B of the ▇▇▇▇▇▇▇▇▇ that have been incorporated into this Sublease, as such provisions are applicable to the Sublease Premises: A. Neither Landlord Sublandlord nor any agent or employee of Landlord Sublandlord’s agents shall be liable for: (i) any damage to Tenant property of Subtenant or of others entrusted to employees of Sublandlord or to Sublandlord’s agents, nor for the loss or damage to any property of Subtenant or of any of Subtenant’s agents, employees or contractors by theft or otherwise; (ii) any injury or damage to Tenant persons or to property resulting from fire, explosion, falling plaster, steam, gas, electricity, water, rain, snow or leaks from any part of the Building or from the pipes, appliances or plumbing works or from the roof, street or sub-surface or from any other person place or by dampness or by any other cause of whatsoever nature, except to the extent any such injury or damage resulted from the acts or omissions of Sublandlord or of any of Sublandlord’s agents, employees or contractors; (iii) any such damage caused by other tenants or persons in the Building or caused by operations in construction of any private, public or quasi-public work; or (iv) any latent defect in the Sublease Premises or in the Building. B. Subtenant agrees, irrespective of whether Subtenant shall have been negligent in connection therewith, to indemnify, protect, defend and save harmless, Sublandlord and Sublandlord’s partners, officers, directors, contractors, agents and employees (individually and collectively, the “Indemnified Party”) from and against any and all liability (statutory or otherwise), claims, suits, demands, damages, judgments, costs, fines, penalties, interest and expenses (including reasonable counsel and other professional fees and disbursements incurred in any action or proceeding, whether between Subtenant and the Indemnified Party, or between the Indemnified Party and any third party or otherwise), to which any such Indemnified Party may be subject or suffer arising from, or in connection with: (i) any liability or claim for any damage injury to, or loss (by theft or otherwise) death of, any property of Tenant person or of any other person, irrespective of the cause of such injury, damage or loss, unless caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises. 19.02 Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasepersons, or damage to property (y) including any work or thing whatsoever doneloss of use thereof), or any condition created by Tenant occurring in or about the Demised Sublease Premises, or (ii) the use and occupancy of the Sublease Premises, or from any work, installation or thing whatsoever done or omitted (other than by Sublandlord or by Sublandlord’s agents or employees or by Overlandlord or by Overlandlord’s agents or employees) in or about the Sublease Premises during the Term of this Lease or and during the period of time, if any, prior to the Term Commencement Date that Tenant Subtenant may have been given access to the Demised Premises if arising due to Tenant’s actionsSublease Premises, or (iiiii) arising from any negligent default by Subtenant in the performance of Subtenant’s obligations under this Sublease, or otherwise wrongful act (iv) any act, omission, carelessness, negligence or misconduct of Tenant Subtenant or of any of its subtenants or licensees or its or their employeesSubtenant’s agents, agents employees or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to The indemnification obligations of Subtenant under this Section 12 shall not include any matters arising out of the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s gross negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceedingSublandlord. 19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.

Non Liability and Indemnification. 19.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to(a) Unless caused by Landlord's negligence, intentional misconduct, or loss (by theft that of its employees, agents or otherwise) ofcontractors, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, unless caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises. 19.02 Tenant shall indemnify and save hold harmless Landlord and its agents from and against and from (a) any and all claims, costs claims for damage to the person or expenses (including, but not limited property of anyone or any entity to reasonable counsel fees) (i) the extent arising from (x) Tenant's use of the Premises, or from the conduct of Tenant's business or management of the Demised Premises or of from any business therein by Tenant during the Term of this Leaseactivity, work, or (y) any work or thing whatsoever things done, permitted, or any condition created suffered by Tenant in or about the Demised Premises during or elsewhere and shall further indemnify and hold harmless Landlord from and against any and all claims, costs, and expenses arising to the Term extent from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease Lease, or during the period of time, if any, prior arising to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising extent from any negligent act or otherwise wrongful act omission of Tenant Tenant, or any of its subtenants or licensees or its or their Tenant's agents, contractors, employees, agents or contractorsinvitees, and (b) from and against all costs, reasonable attorney's fees, expenses and liabilities incurred by Landlord as the result of any such use, conduct, activity, work, things done, permitted, or suffered, breach, default, or negligence, and in dealing reasonably therewith, including, but not limited to, the defense or in connection with each such pursuit of any claim or any action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise involved therein; and in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claimmatter, Tenant, Tenant upon notice from Landlord shall defend the same at Tenant's expense by counsel reasonably satisfactory to Landlord and Landlord shall cooperate with Tenant in such defense. Landlord need not have first paid any such claim in order to be so indemnified. This indemnity shall expressly survive expiration or termination of this Lease. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property of Tenant or injury to its employees, contractors, agents, and invitees in, upon, or about the Premises arising from time to time, pay all any cause except negligence or intentional misconduct of Landlord’s costs , its agents, employees and contractors, and Tenant hereby waives all claims in respect thereof against Landlord. (b) Unless caused by Tenant's negligence, intentional misconduct or that of its agents, employees, or contractors, Landlord shall indemnify and hold harmless Tenant and its agents from and against any and all claims for damage to the person or property of anyone or any entity arising from Landlord's operation of the Property containing Tenant's Premises, or from the conduct of Landlord's business or from any activity, work, or things done, permitted, or suffered by Landlord in or about the Building or elsewhere and shall further indemnify and hold harmless Tenant from and against any and all claims costs, and expenses incurred arising from any breach or default in the performance of any obligation on Landlord's part to resist and defend such action or proceeding. 19.03 Except as otherwise expressly provided in be performed under the terms of this Lease, this Lease and the obligations or arising from any act or omission of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfillLandlord, or is delayed in fulfilling, any of its obligations under this Lease Landlord's agents, contractors employees, or invitees, and from and against all costs, reasonable attorney's fees, expenses and liabilities incurred by Tenant as the result of any such use, conduct, activity, work, things done, permitted, or suffered, breach, default, or negligence, and in dealing reasonably therewith, including, but not limited to, the defense or pursuit of any claim or any action or proceeding involved therein; and in case any action or proceeding be brought against Tenant by reason of strikeany such matter, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord upon notice from Tenant shall defend the same at Landlord’s reasonable control, 's expense by counsel reasonably satisfactory to Tenant and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor Landlord in defense of the claim thereof as may be reasonably required and shall such defense. Tenant need not settle have first paid any such claim without indemnitor’s prior written consent, not in order to be unreasonably withheld, delayed so indemnified. This indemnity shall expressly survive expiration or conditionedtermination of this Lease.

Non Liability and Indemnification. 19.01 20.01. Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of except to the cause of extent such injury, loss or damage is due to the gross negligence or willful misconduct of Landlord. 20.02. Tenant shall indemnify, defend and save Landlord harmless against and from all liabilities, claims, suits, fines, penalties, damages, losses, fees, costs and expenses (including reasonable attorneys’ fees) which may be imposed upon, incurred by or asserted against Landlord by reason of (a) any work or thing done in, on or about the Demised Premises or any part thereof by or on behalf of Tenant; (b) any use, occupation, condition, operation of the Demised Premises or any part thereof or of any parking lot, street, alley, sidewalk, curb, vault, passageway or space adjacent thereto or any occurrence on any of the same on the part of Tenant; (c) any act or omission on the part of Tenant or any subtenant or any employees, licenses or invitees; (d) any accident, injury (including death) or damage to any third party or property owned by someone other than Tenant and not under the care, custody or control of Tenant occurring in or about the Demised Premises or any part thereof or in, on or about any street, alley, sidewalk, curb, vault, passageway or space adjacent thereto, unless due to the gross negligence or willful misconduct of Landlord, its agents or employees; and/or (e) any failure on the part of Tenant to perform or comply with any of the covenants, agreements, terms or conditions contained in this lease. 20.03. Tenant shall not be held responsible for, and is hereby expressly relieved from, any and all liability by reason of any injury, loss, unless caused by or damage to any person or property in or about the Property (exclusive of the Premises), whether the loss, injury or damage be to the person or property of Landlord or any other person, except to the extent such injury, loss or damage is due to the negligence or willful misconduct of LandlordTenant, its Tenant’s employees, invitees, agents, contractors or employees occurring within the scope of their respective employmentsaffiliates. Landlord agrees to indemnify, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises. 19.02 Tenant shall indemnify defend and save Tenant harmless Landlord from and its agents against and from (a) any and all claims, costs or expenses (includingactions, damages, liabilities and expenses, including but not limited to reasonable counsel fees) (i) attorneys' fees and other legal expenses, on account of such injury, loss or damage to the extent arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Lease, or (y) any work or thing whatsoever done, or any condition created by Tenant in or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s gross negligence or willful misconduct but Tenant of Landlord or its employees, agents, or contractors (excluding any other tenants of the Building). The provisions of Section 20.02 and Landlord 20.03 shall have pari pasu liability based upon a determination survive the expiration or earlier termination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceedingthe Lease. 19.03 20.04. Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise way affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national or other public emergency or shortages of fuel, fuel supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.4846-0294-9028.v11

Non Liability and Indemnification. 19.01 Neither Landlord nor any agent or employee of Landlord 43.01 Owner shall not be liable to Tenant for or Tenant’s agents, employees, contractors, invitees or licensees or any other occupant of the premises, and Tenant shall save Owner and its 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 or damage 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 Tenant or the property of any other person, occurring in or about the premises, irrespective of the cause of such injury, damage or loss, unless 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, against whom Tenant may pursue its legal remedies) unless due to the negligence or willful misconduct acts of Landlord, its or omissions by Owner or Owner’s agents, contractors officers, directors, shareholders, partners or employees occurring within the scope principals (disclosed or undisclosed) or any breach of their respective employmentsany obligation, representation or agreement of Owner herein, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises premises as incident incidental to the reasonable use of the Demised Premises premises for the purpose purposes herein permitted, permitted will be brought upon or be kept in the Demised Premises. 19.02 premises; provided, however, that even if due to any such negligence of Owner or its agents or employees, Tenant shall indemnify waives, to the full extent permitted by law, any claim for consequential damages in connection therewith and save harmless Landlord Owner and its agents against and from employees shall not be liable, to the extent of Tenant’s insurance coverage (or to the extent of the insurance Tenant is required to carry hereunder), for any loss or damage to any person or property even if due to the negligence of Owner or its agents or employees. Any Building employee to whom any property shall be expressly entrusted by or on behalf of Tenant shall be deemed to be acting as Tenant’s agent with respect to such property and neither Owner nor Owner’s agents shall be liable for any loss of or damage to any such property by theft or otherwise. Under no circumstances shall any partner, director, shareholder, officer, principal or agent of Owner have any liability under this lease. Under no circumstances shall any partner, director, shareholder, officer, principal or agent of Tenant have any liability under this lease. 43.02 Neither any (a) performance by Owner, Tenant or others of any repairs or improvements in or to the Real Property, Building or the premises, (b) failure of Owner or others to make any such repairs or improvements, (c) damage to the Building, the premises or Tenant’s property in the premises, (d) injury to any persons caused by other tenants or persons in the Building, or by operations in the construction of any private, public or quasi-public work, or by any other cause, (e) latent defect in the Building or premises, nor (f) inconvenience or annoyance to Tenant or injury to or interruption of Tenant’s business by reason of any of the events or occurrences referred to in the foregoing subdivisions (a) through (e) shall impose any liability on Owner to Tenant, other than such liability as may be imposed upon Owner at law or in equity for (1) Owner’s negligence or willful acts or omissions or that of Owner’s agents or employees in the operation or maintenance of the Building, or (2) the breach by Owner of any express covenant, representation, warranty or agreement of this lease on Owner’s part to be performed or observed; provided, however, that Owner shall not be liable to the extent of Tenant’s insurance coverage (or to the extent of the insurance Tenant is required to carry hereunder). No representation, guaranty or warranty is made or assurance given that the communications or security systems, devices or procedures of the Building, if any, will be effective to prevent injury to Tenant or any other person or damage to, or loss (by theft or otherwise) of, any of Tenant’s property or of the property of any other person, and Owner reserves the right to discontinue or modify at any time such communications or security systems or procedures without liability to Tenant. (a) Tenant hereby indemnifies and agrees to hold Owner harmless from and against any and all claimsloss, costs cost, liability, claim, damage, fine, penalty and expense including reasonable attorneys’ fees and disbursements in connection with or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) any acts, omissions or negligence of Tenant or the conduct contractors, agents, employees, invitees or management licensees of the Demised Premises or of any business therein by Tenant during the Term of this Lease, or (y) any work or thing whatsoever done, or any condition created by Tenant person claiming under Tenant, in or about the Demised Premises premises or the Real Property during the Term of this Lease or and during the period of timeany holdover period, if anylimited, prior however, to the Term Commencement Date extent that Tenant may the same is not covered by Owner’s insurance (or would not have been given access covered by the insurance Owner is required to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereoncarry hereunder). Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case If any action or proceeding shall be brought against Landlord by reason Owner or Owner’s agents, or any mortgagee of the Real Property and/or the Building based upon any such claim, claim and if Tenant, upon notice from Landlord Owner, shall from time cause such action or proceeding to timebe defended at Tenant’s expense by counsel reasonably satisfactory to Owner, pay all of LandlordTenant shall not be required to indemnify Owner, Owner’s costs agents or mortgagee for attorneys’ fees and expenses incurred to resist and defend disbursements in connection with such action or proceeding. 19.03 Except (b) Owner hereby indemnifies and agrees to hold Tenant harmless from and against any and all loss, cost, liability, claim, damage, fine, penalty and expense including reasonable attorneys’ fees and disbursements in connection with or arising from any acts, omissions or negligence of Owner or the contractors, agents, employees, invitees or licensees of Owner or any person claiming under Owner (other than other tenants of the Building), in or about the premises or the Real Property during the Term and during any holdover period, limited, however, to the extent that the same is not covered by Tenant’s insurance (or would not have been covered by the insurance Tenant is required to carry hereunder). If any action or proceeding shall be brought against Tenant or Tenant’s agents, based upon any such claim and if Owner, upon notice from Tenant, shall cause such action or proceeding to be defended at Owner’s expense by counsel reasonably satisfactory to Tenant, Owner shall not be required to indemnify Tenant or Tenant’s agents for attorneys’ fees and disbursements in connection with such action or proceeding. (a) Tenant shall pay to Owner as otherwise expressly provided Additional Rent, within thirty (30) days following rendition by Owner to Tenant of bills or statements therefor, sums equal to all losses, costs, liabilities, claims, damages, fines, penalties and expenses payable pursuant to Section 43.03(a). (b) Owner shall pay to Tenant within thirty (30) days following rendition by Tenant to Owner of bills or statements therefor, sums equal to all losses, costs, liabilities, claims, damages, fines, penalties and expenses payable pursuant to Section 43.03(b). 43.05 Notwithstanding anything to the contrary contained herein, Tenant shall look only to Owner’s estate in this Lease, this Lease the Building and the obligations Real Property (or the proceeds thereof) for the satisfaction of Tenant’s remedies for the collection of a judgment (or other judicial process) requiring the payment of money by Owner in the event of any default by Owner hereunder, and no other property or assets of Owner or its partners or principals, disclosed or undisclosed, shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant’s remedies under or with respect to this lease, the relationship of Owner and Tenant hereunder or under law or Tenant’s use or occupancy of the premises or any other liability of Owner to Tenant. 43.06 The provisions of this Article 43 are not intended to imply any obligation on the part of Tenant hereunder shall be in no wise affectedto cause the Building or the premises to comply with the Americans with Disabilities Act, impaired or excused because Landlord except to the extent compliance is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease required by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages the manner of fuel, supplies or labor resulting therefrom, acts use of God or other like cause beyond Landlord’s reasonable control, the premises by Tenant. Owner hereby indemnifies Tenant from and Tenant shall have no right of offset against any Fixed Rent losses or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease damages incurred by Tenant as a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor result of any claim, shall cooperate with the indemnitor in defense claim asserted against Tenant by reason of any failure of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not Building to be unreasonably withheld, delayed or conditionedso comply.

Non Liability and Indemnification. 19.01 Neither Landlord nor any agent 23.01. None of Landlord, Superior Mortgagee, Superior Lessor, their respective partners, joint venturers, directors, officers, agents, servants or employee of Landlord employees shall be liable to Tenant for any loss, injury or damage to Tenant or to any other person or for any damage toPerson, or loss (by theft to its or otherwise) of, any property of Tenant or of any other persontheir property, irrespective of the cause of such injury, damage or loss, unless caused by or due to resulting from the negligence intentional or willful misconduct of Landlord, its agents, contractors servants or employees occurring within in the scope operation or maintenance of the Land or Building to the extent caused by such intentional or willful misconduct. Further, Landlord, Superior Mortgagee, Superior Lessor or their respective employmentspartners, it being understood that no propertyjoint venturers, other than such as might normally directors, officers, agents, servants or employees shall not be brought upon or kept in the Demised Premises as incident liable to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises. 19.02 Tenant shall indemnify and save harmless Landlord and its agents against and from (a) for any and all claimssuch damage caused by other tenants or Persons in, costs or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Lease, or (y) any work or thing whatsoever done, or any condition created by Tenant in upon or about the Demised Premises during the Term of this Lease Land or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actionsBuilding, or (ii) arising from caused by operations in construction of any negligent or otherwise wrongful act of Tenant or any of its subtenants or licensees private work, performed by someone other than Landlord or its or their employees, agents or contractors, and or by public or quasi-public work; or (b) all costseven in the event of intentional or willful misconduct, expenses and liabilities incurred in for consequential damages arising out of any loss of use of the Demised Premises or in connection with each such claim any equipment or action facilities therein by Tenant or proceeding brought thereonany Person claiming through, against or under Tenant. 23.02. Notwithstanding anything any provision to the contrary, Tenant shall look solely be obligated hereunder if to the estate and property of Landlord in and to the Land and Building (or the proceeds received by Landlord on a sale of such claims, costs estate and property but not the proceeds of any financing or expenses arise refinancing thereof) in the event of any claim against Landlord arising out of or in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding. 19.03 Except as otherwise expressly provided in this Lease, this Lease the relationship of Landlord and Tenant or Tenant’s use of the obligations Demised Premises or the Common Areas, and Tenant agrees that the liability of Tenant hereunder shall be in no wise affected, impaired the Landlord arising out of or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national 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 estate and property of Landlord (or sale proceeds). No other public emergency properties or shortages assets of fuelLandlord or any partner, supplies joint venturer, director, officer, agent, servant or labor resulting therefromemployee of Landlord shall be subject to levy, acts of God execution or other like cause beyond enforcement procedures for the satisfaction of any judgment (or other judicial process) or for the satisfaction of any other remedy of Tenant 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 and if Tenant shall acquire a lien on or interest in any other properties or assets by judgment or otherwise, Tenant shall 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 reasonable control, and attorneys. Tenant shall have no hereby waives the right of offset against specific performance and any Fixed Rent other remedy allowed in equity if specific performance or Additional Rent due hereunder such other remedy could result in any liability of Landlord for the payment of money to Tenant or to any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditionedthird party.

Non Liability and Indemnification. 19.01 21.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant, its employees, agents, contractors and licensees, and Tenant shall hold Landlord harmless for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or and/or of any other person, irrespective of the cause of such injury, damage or loss, unless (with respect to personal injury only) such injury was caused by or due to the intentional act or negligence or willful misconduct of Landlord, its agents, contractors agents or employees occurring within or contractors without contributory negligence on the scope part of their respective employments, Tenant; it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose purposes herein permitted, will be brought upon or be kept in the Demised Premises. Landlord shall not be liable in any event for loss of, or damage to, any property entrusted to any of Landlord's employees or agents by Tenant without Landlord's specific written consent. 19.02 21.02 Tenant shall defend, indemnify and save harmless Landlord and its agents and employees against and from (a) any and all liabilities, obligations, damages, penalties, claims, costs costs, charges and expenses, including reasonable architects' and attorneys' fees, which may be imposed upon or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct incurred by or management asserted against Landlord and/or its agents by reason of any of the Demised Premises or of any business therein by Tenant following occurring during the Term term of this Lease, or (y) during any work or thing whatsoever done, or any condition created by Tenant in or about the Demised Premises during the Term of this Lease or during the period of time, if any, time prior to the Term Commencement Date that Tenant may have been given access to or possession of all or any part of the Demised Premises if arising due pursuant to Section 3.03: (a) Any work or thing done in or about the Demised Premises or any part thereof by or at the instance of Tenant’s actions, its agents, contractors, subcontractors, servants, employees, licensees or invitees; (iib) arising from any negligent negligence or otherwise wrongful act or omission on the part of Tenant or any of its subtenants or agents, contractors, subcontractors, servants, employees, subtenants, licensees or invitees; (c) any accident, injury or damage to any person or property occurring in, on or about the Demised Premises or any part thereof, unless caused by the intentional act or negligence of Landlord, its or their employeesagents, agents employees or contractors, and or by Landlord's failure to perform any of its obligations hereunder. (bd) all costsany failure on the part of Tenant to perform or comply with any of the covenants, expenses and liabilities incurred agreements, terms, provisions, conditions or limitations contained in this Lease on its part to be performed or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables faultcomplied with. In case any action or proceeding be is brought against Landlord by reason of any such claim, Tenant, Tenant upon written notice from Landlord Landlord, shall from time to time, pay all of Landlord’s costs and expenses incurred to at Tenant's expense resist and or defend such action or proceedingproceeding by counsel approved by Landlord in writing, which approval Landlord shall not unreasonably withhold. 19.03 21.03 Whenever either party shall be obligated under the terms of this Lease to indemnify the other party, the indemnifying party may select legal counsel (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) and shall keep the indemnified party fully apprised at all times of the status of such defense. Legal counsel of the insurer for either party is hereby deemed satisfactory to both parties. 21.04 Except as otherwise expressly provided in this Leaseherein, this Lease and the obligations of Tenant to pay rent hereunder and perform all of the other covenants, agreements, terms, provisions and conditions hereunder on the part of Tenant to be performed shall be in no wise way be affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, fulfill any of its obligations under this Lease or is unable to supply or is delayed in supplying any service, express or implied, to be supplied or is unable to make or is delayed in supplying any equipment or fixtures if Landlord is prevented or delayed from so doing by reason of strikeany cause whatsoever beyond Landlord's reasonable control, other Including, but not limited to, Acts of God, strikes, labor troubletroubles, governmental pre-emption or priorities or other controls preemption in connection with a national other public emergency or shortages by reason of fuelany rule, supplies order or labor resulting therefromregulation of any department or subdivision thereof of any governmental agency or by reason of the conditions of supply and demand which have been or are affected by war, acts of God hostilities or other like cause beyond Landlord’s similar emergency; provided that Landlord shall in each instance exercise reasonable control, diligence to effect performance when and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditionedsoon as possible.

Non Liability and Indemnification. 19.01 21.01. Neither Landlord nor any agent 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 for any damage toPerson, or loss (by theft to its or otherwise) of, any property of Tenant or of any other persontheir property, irrespective of the cause of such injury, damage or loss, unless caused by or due to resulting from the negligence or willful misconduct of Landlord, its agents, contractors servants or employees occurring within in the scope operation or maintenance of their respective employmentsthe Land or Building. Further, it being understood that no propertyneither Landlord nor any partner, joint venturer, director, officer, agent, servant or employee of Landlord shall be liable (a) for any such damage caused by other than such as might normally be brought tenants or Persons in, upon or kept about the Land or Building, or caused by operations in the Demised Premises as incident to the reasonable construction of any private, public or quasi-public work; or (b) even if negligent, for consequential damages arising out of any loss of use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises. 19.02 Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs equipment or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct or management of the Demised Premises or of any business facilities therein by Tenant during the Term of this Lease, or (y) any work or thing whatsoever done, or any condition created by Tenant in Person claiming through or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to under Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. 21.02. Notwithstanding anything any provision to the contrary, Tenant shall look solely be obligated hereunder if to the estate and property of Landlord in and to the Land and Building (or the proceeds received by Landlord on a sale of such claims, costs estate and property but not the proceeds of any financing or expenses arise refinancing thereof) in the event of any claim against Landlord arising out of or in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding. 19.03 Except as otherwise expressly provided in this Lease, this Lease the relationship of Landlord and Tenant or Tenant's use of the obligations Demised Premises or the Common Areas, and Tenant agrees that the liability of Tenant hereunder shall be in no wise affected, impaired Landlord arising out of or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national 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 estate and property of Landlord (or sale proceeds). No other public emergency properties or shortages assets of fuelLandlord or any partner, supplies joint venturer, director, officer, agent, servant or labor resulting therefromemployee of Landlord shall be subject to levy, acts of God execution or other like cause beyond Landlord’s reasonable controlenforcement procedures for the satisfaction of any judgement (or other judicial process) or for the satisfaction of any other remedy of Tenant 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 and if Tenant shall have no acquire a lien on or interest in any other properties or assets by judgment or otherwise, Tenant shall 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 offset against specific performance and any Fixed Rent other remedy allowed in equity if specific performance or Additional Rent due hereunder such other remedy could result in any liability of Landlord for the payment of money to Tenant, or to any reason whatsoever. Wherever in this Lease court or governmental authority (by way of fines or otherwise) for Landlord's failure or refusal to observe a party agrees judicial decree or determination, or to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditionedthird party.

Non Liability and Indemnification. 19.01 20.01. Neither Landlord nor any agent 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 for any damage toPerson, or loss (by theft to its or otherwise) of, any property of Tenant or of any other persontheir property, irrespective of the cause of such injury, damage or loss, unless caused by or due to resulting from the negligence or willful misconduct of Landlord, its agents, contractors servants or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use operation or maintenance of the Demised Premises for Land or Building without contributory negligence on the purpose herein permitted, will be brought upon or be kept in the Demised Premises. 19.02 Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Lease, or (y) any work or thing whatsoever done, or any condition created by Tenant in or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act part of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors. Further, and neither Landlord nor any partner, joint venturer, director, officer, agent, servant or employee of Landlord shall be liable (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) all costseven if negligent, expenses and liabilities incurred in for consequential damages arising out of any loss of use of the Demised Premises or in connection with each such claim any equipment or action facilities therein by Tenant or proceeding brought thereonany Person claiming through or under Tenant. 20.02. Notwithstanding anything any provision to the contrary, Tenant shall look solely be obligated hereunder if to the estate and property of Landlord in and to the Land and Building (or the proceeds received by Landlord on a sale of such claims, costs estate and property but not the proceeds of any financing or expenses arise refinancing thereof) in the event of any claim against Landlord arising out of or in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding. 19.03 Except as otherwise expressly provided in this Lease, this Lease the relationship of Landlord and Tenant or Tenant's use of the obligations Demised Premises, and Tenant agrees that the liability of Tenant hereunder shall be in no wise affected, impaired Landlord arising out of or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national this Lease, the relationship of Landlord and Tenant or Tenant's use of the Demised Premises shall be limited to such estate and property of Landlord (or sale proceeds). No other public emergency properties or shortages assets of fuelLandlord or any partner, supplies joint venturer, director, officer, agent, servant or labor resulting therefromemployee of Landlord shall be subject to levy, acts of God execution or other like cause beyond Landlord’s reasonable controlenforcement procedures for the satisfaction of any judgement (or other judicial process) or for the satisfaction of any other remedy of Tenant arising out of, or in connection with, this Lease, the relationship of Landlord and Tenant or Tenant's use of the Demised Premises and if Tenant shall have no acquire a lien on or interest in any other properties or assets by judgment or otherwise, Tenant shall 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 offset against specific performance and any Fixed Rent other remedy allowed in equity if specific performance or Additional Rent due hereunder such other remedy could result in any liability of Landlord for any reason whatsoever. Wherever in this Lease a party agrees the payment of money to indemnify the other, the indemnitee shall give prompt notice Tenant (to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.extent that same could

Non Liability and Indemnification. 19.01 19.1 Neither Landlord nor any agent Landlord’s agents, employees, officers, directors, shareholders, partners, partners of such partners or employee of Landlord principals (disclosed or undisclosed) nor its mortgagees shall be liable to Tenant Tenant, for any loss, liability, claim, damage, expense (including reasonable attorneys’ fees and disbursements), penalty or fine incurred in connection with or arising by reason of Tenant’s or any other occupant’s use of the Premises including, without limitation, any injury to Tenant, Tenant’s agents, employees, contractors, invitees or damage to Tenant licensees or any other occupant of the Premises, or to any other person or for any damage to, or loss (by theft or otherwise) of, of any of Tenant’s property or of Tenant or the property of any other person, irrespective of the cause of such injury, damage or loss unless due to the negligence or willful misconduct of Landlord or Landlord’s agents, its employees, contractors, invitees or licensees. Any Building employee to whom any property shall be entrusted by or on behalf of Tenant shall be acting as Tenant’s agent with respect to such property, and neither Landlord nor Landlord’s agents shall be liable for any loss or damage to any such property. 19.2 Neither any (a) performance by Landlord, Tenant or others of any repairs or improvements in or to the Land, Building or Premises, (b) failure of Landlord or others to make any such repairs or improvements, except in breach of the terms of this Lease, (c) damage to the Building equipment, Premises or Tenant’s personal property, (d) injury to any persons, caused by other tenants or persons in the Building, or by operations in the construction of any private, public or quasi-public work, (e) latent defect in the Building, Building equipment or Premises, (f) temporary covering or bricking up of any windows of the Premises, by reason of any Legal Requirement or any Insurance Requirement, nor (g) inconvenience or annoyance to Tenant or injury to or interruption of Tenant’s business by reason of any of the events or occurrences referred to in the foregoing subdivisions (a) through (f) shall impose any liability on Landlord to Tenant, any occupant or any third party claiming by, through or under Tenant. Landlord, in making any repairs, alterations or improvements hereunder, shall prosecute the same utilizing such reasonable methods in order to minimize any disruption to Tenant’s use of the Premises or the conduct of its business therein. In no event, however, shall Landlord be liable for injury or damage to Tenant or its property unless such injury or damage is caused by the negligence or willful misconduct of Landlord or Landlord’s agents, employees, contractors, invitees or licensees. Landlord shall furnish a security program with respect to ingress and egress from the Building and the Common Areas as set forth in Subsection 8.1(viii), but no representation is made that any security or communications systems, devices or procedures furnished by Landlord will be effective to prevent injury to Tenant or any other person or damage to, or loss (by theft or otherwise) of any of Tenant’s personal property or the property of any other person and in no event shall Landlord be liable to Tenant for any failure of Tenant’s computer, telecommunications or data base systems. Landlord reserves the right to discontinue or modify such communications and security systems or procedures without liability so long as Landlord shall continue to maintain communications or security systems comparable to those of Class A office buildings in Jersey City, New Jersey or, if there are no similar office buildings in Jersey City, New Jersey, similar office buildings in the City of New York. 19.3 Tenant hereby indemnifies Landlord and Master Landlord and their respective agents, employees, contractors, officers, directors, shareholders, partners, partners of such partners, and principals (disclosed or undisclosed) and their respective mortgagees, successors and assigns against all claims, liability or expense (including reasonable attorneys’ fees and disbursements) to the extent incurred in connection with or arising from (a) the use or occupancy or manner of use or occupancy of the Premises by Tenant or any person claiming by, through or under Tenant, and/or (b) death, personal injury or property damage (subject to Sections 17.4 and 17.5) arising out of the negligent or wrongful acts or omissions of Tenant, or the contractors, agents, employees, invitees or licensees of Tenant in connection with the performance of any Alterations or any other work, labor, services or materials done for or supplied to Tenant, including, without limitation, the installation, maintenance (or failure to maintain) or removal of Tenant’s Corridor Signs, (c) any negligent or wrongful acts or omissions of Tenant or any contractors, agents, employees, invitees or licensees of Tenant in or about the Premises or the Building either prior to, during or after the expiration of the Term; and/or (d) any notices of violation or mechanic’s liens arising from or in connection with the performance of any Alterations or any other work, labor, services or materials done for or supplied to Tenant, including, without limitation, the installation, maintenance (or failure to maintain) or removal of Tenant’s Corridor Signs. Landlord shall give reasonable prior written notice to Tenant that Landlord is seeking to be indemnified by Tenant, and Landlord will reasonably cooperate with Tenant in Tenant’s efforts to indemnify Landlord. If any action, suit or proceeding arising from any of the foregoing is brought against Landlord, Tenant will resist and defend such action, suit or proceeding or cause the same to be resisted and defended by counsel designated by Tenant (which counsel shall be reasonably satisfactory to Landlord). If and to the extent that the foregoing provisions of this Section 19.3 may be unenforceable for any reason, Tenant hereby agrees to make the maximum contribution to payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. 19.4 Landlord hereby releases Tenant from any liability to Landlord on account of, and hereby agrees to indemnify, defend, and hold Tenant and its agents, employees, contractors, officers, directors, shareholders, partners, partners of such partners (disclosed or undisclosed) harmless from, any and loss, unless liability, claim, damage, expense (including reasonable attorneys’ fees and disbursements), penalty or fine incurred in connection with or arising from personal injury, death, or property damage (subject to Sections 17.4 and 17.6) occurring in or about the Premises or Building and proximately caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors contractors, employees, invitees or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premiseslicensees. 19.02 Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs or expenses (including, but not limited 19.5 When the claim is determined to reasonable counsel fees) (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Lease, or (y) any work or thing whatsoever done, or any condition created by Tenant in or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to caused by the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s joint negligence or willful misconduct but of Landlord and Tenant or the indemnifying party and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action third-party unrelated to the indemnifying party, except the indemnifying party’s agents, employees, or proceeding be brought against Landlord by reason of any such claiminvitees, Tenantthe indemnifying party’s duty to defend, upon notice from Landlord shall from time to timeindemnify, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding. 19.03 Except as otherwise expressly provided in this Lease, this Lease and hold the obligations of Tenant hereunder indemnified party harmless shall be in no wise affectedproportion to the indemnifying party’s allocable share of the joint negligence or willful misconduct. 19.6 The indemnifying party shall pay to the indemnified party, impaired within thirty (30) days after written demand therefor, sums equal to all losses and other liabilities referred to in Section 19.3 or excused because Landlord is unable to fulfill19.4, as applicable. The indemnifying party shall not be subject to, or is delayed in fulfillingliable for, any of its obligations consequential damages whatsoever under this Lease by reason Article 19. The obligations of strike, other labor trouble, governmental pre-emption indemnifying party under this Article 19 shall survive the expiration or priorities or other controls in connection with a national other public emergency or shortages earlier termination of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditionedLease.