Common use of Breach by Lessor Clause in Contracts

Breach by Lessor. It shall be a breach of this Lease if Lessor fails to observe or perform any term, covenant or condition of this Lease on its part to be performed and such failure continues for a period of thirty (30) days after Notice thereof from Lessee, unless such failure cannot with due diligence be cured within a period of thirty (30) days, in which case such failure shall not be deemed to continue if Lessor, within such thirty (30) day period, proceeds promptly and with due diligence to cure the failure and diligently completes the curing thereof; provided, however, that such default shall be cured by Lessor in any event prior to the date on which the default becomes an event of default under the terms of the Franchise Agreement for the Hotel. The time within which Lessor shall be obligated to cure any such failure also shall be subject to extension of time due to the occurrence of any Unavoidable Delay. If Lessor fails to cure any such breach within the grace period described above, Lessee, without waiving or releasing any obligations hereunder, and in addition to all other remedies available to Lessee at law or in equity, may purchase the Leased Property from Lessor for a purchase price equal to the then Fair Market Value. If Lessee elects to purchase the Leased Property it shall deliver a Notice thereof to Lessor specifying a settlement date to occur not less than ninety (90) days subsequent to the date of such Notice on which it shall purchase the Leased Property, and the same shall be thereupon conveyed in accordance with the provisions of Section 17.3; provided, however, that Lessor shall pay the cost of Lessee’s title insurance and all closing costs associated with such purchase by Lessee following default by Lessor.

Breach by Lessor. It 14.6.1 Lessor shall not be a deemed in breach of this Lease if unless Lessor fails within a reasonable time to observe or perform any term, covenant or condition of this Lease on its part an obligation required to be performed and such failure continues for by Lessor. For purposes of this Section, a period of thirty (30) reasonable time shall in no event be less than 30 days after Notice thereof from Lessee, unless such failure cannot with due diligence be cured within a period of thirty (30) days, in which case such failure shall not be deemed to continue if receipt by Lessor, within and any Lender whose name and address shall have been furnished to Lessee in writing for such thirty (30) day periodpurpose, proceeds promptly and with due diligence to cure the failure and diligently completes the curing thereofof written notice specifying wherein such obligation of Lessor has not been performed; provided, however, that if the nature of Lessor’s obligation is such default that more than 30 days are reasonably required for its performance, then Lessor shall not be cured by in breach if performance is commenced within such 30 day period and thereafter diligently pursued to completion. 14.6.2 In the event that neither Lessor in any event prior nor Lender cures said breach within 30 days after receipt of said notice, or if having commenced said cure they do not diligently pursue it to completion, then Lessee may elect to cure said breach at Lessee’s expense and offset from Rent the actual and reasonable cost to perform such cure, provided however, that such offset shall not exceed an amount equal to the date on which greater of one month’s Base Rent or the default becomes an event of default under the terms of the Franchise Agreement for the Hotel. The time within which Lessor shall be obligated Security Deposit, reserving Lessee’s right to cure any such failure also shall be subject to extension of time due to the occurrence of any Unavoidable Delay. If Lessor fails to cure any such breach within the grace period described above, Lessee, without waiving or releasing any obligations hereunder, and in addition to all other remedies available to Lessee at law or in equity, may purchase the Leased Property reimbursement from Lessor for a purchase price equal to the then Fair Market Value. If Lessee elects to purchase the Leased Property it shall deliver a Notice thereof to Lessor specifying a settlement date to occur not less than ninety (90) days subsequent to the date any such expense in excess of such Notice on which it offset. Lessee shall purchase the Leased Property, and the same shall be thereupon conveyed in accordance with the provisions of Section 17.3; provided, however, that Lessor shall pay document the cost of Lessee’s title insurance said cure and all closing costs associated with such purchase by Lessee following default by supply said documentation to Lessor.

Breach by Lessor. It shall be a breach of this Lease if Lessor fails to observe or perform any term, covenant or condition of this Lease on its part to be performed and such failure continues for a period of thirty (30) days after Notice thereof from Lessee, unless such failure cannot with due diligence be cured within a period of thirty (30) days, in which case such failure shall not be deemed to continue if Lessor, within such thirty (30) day period, proceeds promptly and with due diligence to cure the failure and diligently completes the curing thereof; provided, however, that such default shall be cured by Lessor in any event prior to the date on which the default becomes an event of default under the terms of the Franchise Agreement for the Hotel. The time within which Lessor shall be obligated to cure any such failure also shall be subject to extension of time due to the occurrence of any Unavoidable Delay. If Lessor fails to cure any such breach within the grace period described above, Lessee, without waiving or releasing any obligations hereunder, and in addition to all other remedies available to Lessee at law or in equity, may purchase the Leased Property from Lessor for a purchase price equal to the then Fair Market Value. If Lessee elects to purchase the Leased Property it shall deliver a Notice thereof to Lessor specifying a settlement date to occur not less than ninety (90) days subsequent to the date of such Notice on which it shall purchase the Leased Property, and the same shall be thereupon conveyed in accordance with the provisions of Section 17.3; provided, however, that Lessor shall pay the cost of Lessee’s 's title insurance and all closing costs associated with such purchase by Lessee following default by Lessor.

Breach by Lessor. It shall be a breach of this Lease if Lessor fails to observe or perform any term, covenant or condition of this Lease on its part to be performed and such failure continues for a period of thirty (30) days after Notice thereof from Lessee, unless such failure cannot with due diligence be cured within a period of thirty (30) days, in which case such failure shall not be deemed to continue if Lessor, within such thirty (30) day period, proceeds promptly and with due diligence to cure the failure and diligently completes the curing thereof; provided, however, that such default shall be cured by Lessor in any event prior to the date on which the default becomes an event of default under the terms of the Franchise Management Agreement for the Hotel. The time within which Lessor shall be obligated to cure any such failure also shall be subject to extension of time due to the occurrence of any Unavoidable Delay. If Lessor fails to cure any such breach within the grace period described above, Lessee, without waiving or releasing any obligations hereunder, and in addition to all other remedies available to Lessee at law or in equity, may purchase the Leased Property from Lessor for a purchase price equal to the then Fair Market Value. If Lessee elects to purchase the Leased Property it shall deliver a Notice thereof to Lessor specifying a settlement date to occur not less than ninety (90) days subsequent to the date of such Notice on which it shall purchase the Leased Property, and the same shall be thereupon conveyed in accordance with the provisions of Section 17.3Article XVIII; provided, however, that Lessor shall pay the cost of Lessee’s 's title insurance and all closing costs associated with such purchase by Lessee following default by Lessor.

Breach by Lessor. It shall be a breach of this Lease if Lessor fails ---------------- shall fail to observe or perform any term, covenant or condition of this Lease on its part to be performed and such failure continues shall continue for a period of thirty (30) days after Notice notice thereof from LesseeLessee (or such shorter time as may be required in order to protect the health or welfare of any patients or other residents of the Leased Property), unless such failure cannot with due diligence be cured within a period of thirty (30) days, in which case such failure shall not be deemed to continue if Lessor, within such said thirty (30) day period, proceeds promptly and with due diligence to cure the failure and diligently completes the curing thereof; provided, however, that such default shall be cured by Lessor in any event prior to the date on which the default becomes an event of default under the terms of the Franchise Agreement for the Hotel. The time within which Lessor shall be obligated to cure any such failure shall also shall be subject to extension of time due to the occurrence of any Unavoidable Delay. If In the event Lessor fails to cure any such breach within the grace period described above, Lessee, without waiving or releasing any obligations hereunder, and in addition to all other remedies available to Lessee at law or in equity, may purchase the Leased Property of all (but not part) of the Facilities from Lessor for a purchase price equal to the then total Fair Market ValueValue Purchase Prices of the Leased Property of all such Facilities. If In the event Lessee elects to purchase the Leased Property it shall deliver a Notice notice thereof to Lessor specifying a settlement date to occur Payment Date occurring not less than ninety (90) days subsequent to the date of such Notice notice on which it shall purchase the Leased Property, and the same shall be thereupon conveyed in accordance with the provisions of Section 17.3; provided, however, that Lessor shall pay the cost of Lessee’s title insurance and all closing costs associated with such purchase by Lessee following default by LessorArticle XVIII.

Breach by Lessor. It shall be a breach of this Lease if Lessor fails to observe or perform any term, covenant or condition of this Lease on its part to be performed and such failure continues for a period of thirty (30) days after Notice thereof from Lessee, unless such failure cannot with due diligence be cured within a period of thirty (30) days, in which case such failure shall not be deemed to continue if Lessor, within such thirty (30) day period, proceeds promptly and with due diligence to cure the failure and diligently completes the curing thereof; provided, however, that such default shall be cured by Lessor in any event prior to the date on which the default becomes an event of default under the terms of the Franchise Management Agreement for the Hotel. The time within which Lessor shall be obligated to cure any such failure also shall be subject to extension of time due to the occurrence of any Unavoidable Delay. If Lessor fails to cure any such breach within the grace period described above, Lessee, without waiving or releasing any obligations hereunder, and in addition to all other remedies available to Lessee at law or in equity, may purchase the Leased Property from Lessor for a purchase price equal to the then Fair Market Value. If Lessee elects to purchase the Leased Property it shall deliver a Notice thereof to Lessor specifying a settlement date to occur not less than ninety (90) days subsequent to the date of such Notice on which it shall purchase the Leased Property, and the same shall be thereupon conveyed in accordance with the provisions of Section 17.3; provided, however, that Lessor shall pay the cost of Lessee’s 's title insurance and all closing costs associated with such purchase by Lessee following default by Lessor.

Breach by Lessor. (a) It shall be a breach of this Lease if Lessor fails to observe or perform any term, covenant or condition of this Lease on its part to be performed and such failure continues for a period of thirty (30) days after Notice thereof from Lessee, unless such failure cannot with due diligence be cured within a period of thirty (30) days, in which case such failure shall not be deemed to continue a breach if Lessor, Lessor proceeds within such thirty (30) -day period, proceeds promptly and with due diligence diligence, to cure the failure and thereafter diligently completes the curing thereof; providedthereof within one hundred eighty (180) days after such Notice, however, that or such default shall be cured by Lessor in longer period as is required to complete any event prior Capital Improvements necessary to the date on which the default becomes an event of default under the terms of the Franchise Agreement for the Hoteleffect such cure. The time within which Lessor shall be obligated to cure any such failure also shall be subject to extension of time due to the occurrence of any Unavoidable Delay. If Lessor fails to does not cure any such breach failure within the grace applicable time period described aboveas aforesaid, LesseeLessee may declare the existence of a "LESSOR DEFAULT" by a second Notice to Lessor. Thereafter, without waiving or releasing any obligations hereunder, and in addition to all other remedies available to Lessee at law or in equity, may purchase the Leased Property from Lessor for a purchase price equal to the then Fair Market Value. If Lessee elects to purchase the Leased Property it shall deliver a Notice thereof to Lessor specifying a settlement date to occur not less than ninety (90) days subsequent to the date of such Notice on which it shall purchase the Leased Property, and forthwith cure the same shall be thereupon conveyed in accordance with the provisions of Section 17.324.2, subject to the provisions of the following paragraph and exercise any other rights and remedies that Lessee may have as a result of such breach; provided, however, Lessee shall have no right to terminate this Lease for any Lessor Default and no right, for any such Lessor Default, to offset or counterclaim against any Rent or other charges due hereunder except as expressly provided herein. (b) If Lessor shall in good faith dispute the occurrence of any Lessor Default and Lessor, before the expiration of the applicable cure period, shall give Notice thereof to Lessee, setting forth, in reasonable detail, the basis therefor, no Lessor Default shall be deemed to have occurred and Lessor shall have no obligation with respect thereto until final adverse determination thereof, whether through arbitration or otherwise; provided, however, that in the event of any such adverse determination, Lessor shall pay to Lessee interest on any disputed funds at the cost of Lessee’s title insurance and all closing costs associated with Base Rate, from the date demand for such purchase funds was made by Lessee following default until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. If Lessee and Lessor shall fail, in good faith, to resolve any such dispute within ten (10) days after Lessor's Notice of dispute, either may submit the matter for determination by Lessor.arbitration, but only if such matter is required to be submitted to arbitration pursuant to Article 22, or otherwise by a court of competent jurisdiction. -70- 79

Breach by Lessor. It shall be a breach of this Lease if Lessor fails ----------------- to observe or perform any term, covenant or condition of this Lease on its part to be performed and such failure continues for a period of thirty (30) days after Notice thereof from Lessee, unless such failure cannot with due diligence be cured within a period of thirty (30) days, in which case such failure shall not be deemed to continue if Lessor, within such thirty (30) day period, proceeds promptly and with due diligence to cure the failure and diligently completes the curing thereof; provided, however, that such default shall be cured by Lessor in any event prior to the date on which the default becomes an event of default under the terms of the Franchise Agreement for the Hotel. The time within which Lessor shall be obligated to cure any such failure also shall be subject to extension of time due to the occurrence of any Unavoidable Delay. If Lessor fails to cure any such breach within the grace period described above, Lessee, without waiving or releasing any obligations hereunder, and in addition to all other remedies available to Lessee at law or in equity, may purchase the Leased Property from Lessor for a purchase price equal to the then Fair Market Value. If Lessee elects to purchase the Leased Property it shall deliver a Notice thereof to Lessor specifying a settlement date to occur not less than ninety (90) days subsequent to the date of such Notice on which it shall purchase the Leased Property, and the same shall be thereupon conveyed in accordance with the provisions of Section 17.3; provided, however, that Lessor shall pay the cost of Lessee’s 's title insurance and all closing costs associated with such purchase by Lessee following default by Lessor.

Breach by Lessor. It shall be a breach of this Lease if Lessor fails ----------------- to observe or perform any term, covenant or condition of this Lease on its part to be performed and such failure continues for a period of thirty (30) days after Notice thereof from Lessee, unless such failure cannot with due diligence be cured within a period of thirty (30) days, in which case such failure shall not be deemed to continue if Lessor, within such thirty (30) day period, proceeds promptly and with due diligence to cure the failure and diligently completes the curing thereof; provided, however, that such default shall be cured by Lessor in any event prior to the date on which the default becomes an event of default under the terms of the Franchise Management Agreement for the Hotel. The time within which Lessor shall be obligated to cure any such failure also shall be subject to extension of time due to the occurrence of any Unavoidable Delay. If Lessor fails to cure any such breach within the grace period described above, Lessee, without waiving or releasing any obligations hereunder, and in addition to all other remedies available to Lessee at law or in equity, may purchase the Leased Property from Lessor for a purchase price equal to the then Fair Market Value. If Lessee elects to purchase the Leased Property it shall deliver a Notice thereof to Lessor specifying a settlement date to occur not less than ninety (90) days subsequent to the date of such Notice on which it shall purchase the Leased Property, and the same shall be thereupon conveyed in accordance with the provisions of Section 17.3; provided, however, that Lessor shall pay the cost of Lessee’s 's title insurance and all closing costs associated with such purchase by Lessee following default by Lessor.

Breach by Lessor. It 14.6.1 Lessor shall not be a deemed in breach of this Lease if unless Lessor fails within a reasonable time to observe or perform any term, covenant or condition of this Lease on its part an obligation required to be performed and such failure continues for by Lessor. For purposes of this Section, a period of thirty (30) reasonable time shall in no event be less than 30 days after Notice thereof from Lessee, unless such failure cannot with due diligence be cured within a period of thirty (30) days, in which case such failure shall not be deemed to continue if receipt by Lessor, within and any Lender whose name and address shall have been furnished to Lessee in writing for such thirty (30) day periodpurpose, proceeds promptly and with due diligence to cure the failure and diligently completes the curing thereofof written notice specifying wherein such obligation of Lessor has not been performed; provided, however, that if the nature of Lessor's obligation is such default that more than 30 days are reasonably required for its performance, then Lessor shall not be cured by in breach if performance is commenced within such 30 day period and thereafter diligently pursued to completion. 14.6.2 In the event that neither Lessor in any event prior nor Lender cures said breach within 30 days after receipt of said notice, or if having commenced said cure they do not diligently pursue it to completion, then Lessee may elect to cure said breach at Lessee's expense and offset from Rent the actual and reasonable cost to perform such cure, provided however, that such offset shall not exceed an amount equal to the date on which greater of one month's Base Rent or the default becomes an event of default under the terms of the Franchise Agreement for the Hotel. The time within which Lessor shall be obligated Security Deposit, reserving Lessee's right to cure any such failure also shall be subject to extension of time due to the occurrence of any Unavoidable Delay. If Lessor fails to cure any such breach within the grace period described above, Lessee, without waiving or releasing any obligations hereunder, and in addition to all other remedies available to Lessee at law or in equity, may purchase the Leased Property reimbursement from Lessor for a purchase price equal to the then Fair Market Value. If Lessee elects to purchase the Leased Property it shall deliver a Notice thereof to Lessor specifying a settlement date to occur not less than ninety (90) days subsequent to the date any such expense in excess of such Notice on which it offset. Lessee shall purchase the Leased Property, and the same shall be thereupon conveyed in accordance with the provisions of Section 17.3; provided, however, that Lessor shall pay document the cost of Lessee’s title insurance said cure and all closing costs associated with such purchase by Lessee following default by supply said documentation to Lessor.

Breach by Lessor. (a) It shall be a breach of this Lease if Lessor fails to observe or perform any term, covenant or condition of this Lease on its part to be performed and such failure continues for a period of thirty (30) days after Notice thereof from Lessee, unless such failure cannot with due diligence be cured within a period of thirty (30) days, in which case such failure shall not be deemed to continue a breach if Lessor, Lessor proceeds within such thirty (30) -day period, proceeds promptly and with due diligence diligence, to cure the failure and thereafter diligently completes the curing thereof; providedthereof within one hundred eighty (180) days after such Notice, however, that or such default shall be cured by Lessor in longer period as is required to complete any event prior Capital Improvements necessary to the date on which the default becomes an event of default under the terms of the Franchise Agreement for the Hoteleffect such cure. The time within which Lessor shall be obligated to cure any such failure also shall be subject to extension of time due to the occurrence of any Unavoidable Delay. If Lessor fails to does not cure any such breach failure within the grace applicable time period described aboveas aforesaid, LesseeLessee may declare the existence of a "Lessor Default" by a second Notice to Lessor. Thereafter, without waiving or releasing any obligations hereunder, and in addition to all other remedies available to Lessee at law or in equity, may purchase the Leased Property from Lessor for a purchase price equal to the then Fair Market Value. If Lessee elects to purchase the Leased Property it shall deliver a Notice thereof to Lessor specifying a settlement date to occur not less than ninety (90) days subsequent to the date of such Notice on which it shall purchase the Leased Property, and forthwith cure the same shall be thereupon conveyed in accordance with the provisions of Section 17.334.2, subject to the provisions of the following paragraph and exercise any other rights and remedies that Lessee may have as a result of such breach; provided, however, Lessee shall have no right to terminate this Lease for any Lessor Default and no right, for any such Lessor Default, to offset or counterclaim against any Rent or other charges due hereunder except as expressly provided herein. (b) If Lessor shall in good faith dispute the occurrence of any Lessor Default and Lessor, before the expiration of the applicable cure period, shall give Notice thereof to Lessee, setting forth, in reasonable detail, the basis therefor, no Lessor Default shall be deemed to have occurred and Lessor shall have no obligation with respect thereto until final adverse determination thereof, whether through arbitration or otherwise; provided, however, that in the event of any such adverse determination, Lessor shall pay to Lessee interest on any disputed funds at the cost of Lessee’s title insurance and all closing costs associated with Base Rate, from the date demand for such purchase funds was made by Lessee following default until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. If Lessee and Lessor shall fail, in good faith, to resolve any such dispute within ten (10) days after Lessor's Notice of dispute, either may submit the matter for determination by Lessor.arbitration, but only if such matter is required to be submitted to arbitration pursuant to Article 41, or otherwise by a court of competent jurisdiction. - 71 - 106 ARTICLE 35

Breach by Lessor. (a) It shall be a breach of this Lease if Lessor fails to observe or perform any term, covenant or condition of this Lease on its part to be performed and such failure continues for a period of thirty (30) days after Notice thereof from Lessee, unless such failure cannot with due diligence be cured within a period of thirty (30) days, in which case such failure shall not be deemed to continue a breach if Lessor, Lessor proceeds within such thirty (30) -day period, proceeds promptly and with due diligence diligence, to cure the failure and thereafter diligently completes the curing thereof; providedthereof within one hundred eighty (180) days after such Notice, however, that or such default shall be cured by Lessor in longer period as is required to complete any event prior Capital Improvements necessary to the date on which the default becomes an event of default under the terms of the Franchise Agreement for the Hoteleffect such cure. The time within which Lessor shall be obligated to cure any such failure also shall be subject to extension of time due to the occurrence of any Unavoidable Delay. If Lessor fails to does not cure any such breach failure within the grace applicable time period described aboveas aforesaid, LesseeLessee may declare the existence of a "LESSOR DEFAULT" by a second Notice to Lessor. Thereafter, without waiving or releasing any obligations hereunder, and in addition to all other remedies available to Lessee at law or in equity, may purchase the Leased Property from Lessor for a purchase price equal to the then Fair Market Value. If Lessee elects to purchase the Leased Property it shall deliver a Notice thereof to Lessor specifying a settlement date to occur not less than ninety (90) days subsequent to the date of such Notice on which it shall purchase the Leased Property, and forthwith cure the same shall be thereupon conveyed in accordance with the provisions of Section 17.324.2, subject to the provisions of the following paragraph and exercise any other rights and remedies that Lessee may have as a result of such breach; provided, however, Lessee shall have no right to terminate this Lease for any Lessor Default and no right, for any such Lessor Default, to offset or counterclaim against any Rent or other charges due hereunder except as expressly provided herein. (b) If Lessor shall in good faith dispute the occurrence of any Lessor Default and Lessor, before the expiration of the applicable cure period, shall give Notice thereof to Lessee, setting forth, in reasonable detail, the basis therefor, no Lessor Default shall be deemed to have occurred and Lessor shall have no obligation with respect thereto until final adverse determination thereof, whether through arbitration or otherwise; provided, however, that in the event of any such adverse determination, Lessor shall pay to Lessee interest on any disputed funds at the cost of Lessee’s title insurance and all closing costs associated with Base Rate, from the date demand for such purchase funds was made by Lessee following default until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. If Lessee and Lessor shall fail, in good faith, to resolve any such dispute within ten (10) days after Lessor's Notice of dispute, either may submit the matter for determination by Lessorarbitration, but only if such matter is required to be submitted to arbitration pursuant to Article 22, or otherwise by a court of competent jurisdiction.

Breach by Lessor. It Lessor shall not be a deemed in breach of this Lease if unless (a) Lessor fails within a reasonable time to observe or perform any term, covenant or condition of this Lease on its part material obligation required to be performed and such failure continues for by Lessor or (b) Lessor unequivocally repudiates its obligation to enter into an Interim Direct Lease under circumstances where Lessor is obligated to do so (a period “Lessor Default”). For purposes of this Paragraph 13.6, a reasonable time shall in no event be less than thirty (30) days after Notice thereof from Lesseereceipt by Lessor, unless and any Lender whose name and address shall have been furnished Lessee in writing for such failure canpurpose, of written notice specifying wherein such obligation of Lessor has not with due diligence be cured within a period been performed; provided, however, that if the nature of Lessor’s obligation is such that more than thirty (30) daysdays are reasonably required for its performance, in which case such failure then Lessor shall not be deemed to continue in breach if Lessor, performance is commenced within such thirty (30) day periodperiod and thereafter diligently pursued to completion. Unless and until Lessor shall have so failed to so cure any such material failure after such notice, proceeds promptly and with due diligence Lessee shall not have any remedy or cause of action by reason thereof. Subject to the remaining provisions of this Lease, following (i) any failure by Lessor to cure any such material failure in accordance with this Paragraph 13.6 or (ii) any an unequivocal repudiation by Lessor of its obligation to enter into an Interim Direct Lease under circumstances where Lessor is obligated to do so, Lessee, at its option, without further notice or demand, shall have the failure and diligently completes the curing thereof; right to pursue any remedy (A) expressly available under this Lease for such Lessor Default or (B) available under Law for such Lessor Default provided, however, that such default except as may be expressly permitted under Paragraphs 11.2 and 32 of this Lease, Lessee shall be cured by Lessor in any event prior have no right to the date on which the default becomes an event of default under the terms of the Franchise Agreement for the Hotel. The time within which Lessor shall be obligated terminate (or to cure any such failure also shall be subject seek to extension of time due to the occurrence terminate) this Lease as a result of any Unavoidable Delay. If Lessor fails to cure any such breach within the grace period described above, Lessee, without waiving or releasing any obligations hereunder, and in addition to all other remedies available to Lessee at law or in equity, may purchase the Leased Property from Lessor for a purchase price equal to the then Fair Market Value. If Lessee elects to purchase the Leased Property it shall deliver a Notice thereof to Lessor specifying a settlement date to occur not less than ninety (90) days subsequent to the date of such Notice on which it shall purchase the Leased Property, and the same shall be thereupon conveyed in accordance with the provisions of Section 17.3; provided, however, that Lessor shall pay the cost of Lessee’s title insurance and all closing costs associated with such purchase by Lessee following default by LessorDefault.

Breach by Lessor. (a) It shall be a breach of this Lease if Lessor fails to observe or perform any term, covenant or condition of this Lease on its part to be performed and such failure continues for a period of thirty (30) 30 days after Notice thereof from LesseeLessee except in the case of payment of reimbursements from the FF&E Reserve or otherwise herein which shall be made within ten (10) days, unless such failure cannot with due diligence be cured within a period of thirty (30) 30 days, in which case such failure shall not be deemed to continue if Lessor, within such thirty (30) -day period, proceeds promptly and with due diligence to cure the failure and diligently completes the curing thereof; provided, however, thereof or unless such failure is such that such default shall be cured by Lessor it interrupts operation of the Leased Property for its Primary Intended Use making observance or performance due sooner than thirty (30) days in any event prior to the date on which case Lessee may cure the default becomes an event immediately at the cost of default under the terms of the Franchise Agreement for the HotelLessor. The time within which Lessor shall be obligated to cure any such failure also shall be subject to extension of time due to the occurrence of any Unavoidable Delay. If Lessor fails to does not cure any such breach failure within the grace applicable time period described aboveas aforesaid, LesseeLessee may declare the existence of a "Lessor Default" by a second Notice to Lessor. Thereafter, without waiving or releasing any obligations hereunderLessee may but shall not be obligated to forthwith cure the same and, and in addition subject to all other remedies available to Lessee at law or in equitythe provisions of the following paragraph, may purchase the Leased Property from invoice Lessor for a purchase price equal to costs and expenses (including reasonable attorneys' fees and court costs) incurred by Lessee in curing the then Fair Market Value. same, together with interest thereon from the date Lessor receives Lessee's invoice, at the Overdue Rate. (b) If Lessee elects to purchase Lessor shall in good faith dispute the Leased Property it occurrence of any Lessor Default and Lessor, before the expiration of the applicable cure period, shall deliver a give Notice thereof to Lessee, setting forth, in reasonable detail, the basis therefor, no Lessor specifying a settlement date to occur not less than ninety (90) days subsequent to the date of such Notice on which it shall purchase the Leased Property, and the same Default shall be thereupon conveyed in accordance deemed to have occurred and Lessor shall have no obligation with the provisions of Section 17.3respect thereto until final adverse determination thereof, whether through arbitration or otherwise; provided, however, that in the event of any such adverse determination, Lessor shall pay to Lessee interest at the cost of Lessee’s title insurance and all closing costs associated with Overdue Rate, from the date demand for such purchase funds was made by Lessee following default by Lessoruntil paid.

Breach by Lessor. It Lessor shall not be a deemed in breach of this Lease if unless Lessor fails within a reasonable time to observe or perform any term, covenant or condition of this Lease on its part an obligation required to be performed by Lessor. For purposes of this Paragraph 13.4, a reasonable time shall in no event be less than thirty (30) days (or such shorter time period in the event of an emergency) after receipt by Lessor, and by the holders of any ground lease, mortgage or deed of trust covering the Premises whose name and address shall have been furnished Lessee in writing for such failure continues for a period purpose, of written notice specifying wherein such obligation of Lessor has not been performed; provided, however, that if the nature of Lessor's obligation is such that more than thirty (30) days after Notice thereof from Lesseesuch notice are reasonably required for its performance, unless such failure cannot with due diligence be cured within a period of thirty (30) days, in which case such failure then Lessor shall not be deemed to continue in breach of this Lease if Lessor, performance is commenced within such thirty (30) day period and thereafter diligently pursued to completion. If Lessor fails to perform any obligation, after written notice and within the time period, proceeds promptly as set forth herein, Lessee shall thereafter have the right to perform such obligation on behalf of Lessor and with due diligence shall be entitled to cure the failure deduct all reasonable out-of-pocket actual costs of performing such obligation from Base Rent and diligently completes the curing thereofadditional rent payable by Lessee hereunder; provided, however, that if Lessor has failed to perform any such default obligation, such dispute shall be cured by Lessor in any event prior submitted to the date on which the default becomes an event of default under the terms of the Franchise Agreement for the Hotel. The time within which Lessor shall be obligated to cure any such failure also shall be subject to extension of time due to the occurrence of any Unavoidable Delay. If Lessor fails to cure any such breach within the grace period described above, Lessee, without waiving or releasing any obligations hereunder, and in addition to all other remedies available to Lessee at law or in equity, may purchase the Leased Property from Lessor for a purchase price equal to the then Fair Market Value. If Lessee elects to purchase the Leased Property it shall deliver a Notice thereof to Lessor specifying a settlement date to occur not less than ninety (90) days subsequent to the date of such Notice on which it shall purchase the Leased Property, and the same shall be thereupon conveyed arbitration in accordance with the provisions Paragraph 54 of Section 17.3; provided, however, that Lessor shall pay the cost of Lessee’s title insurance and all closing this Lease prior to Lessee exercising its right to deduct such costs associated with such purchase by Lessee following default by Lessorpursuant to this sentence.

Breach by Lessor. It Lessor shall not be a deemed in breach of this Lease if unless Lessor fails within a reasonable time to observe or perform any term, covenant or condition of this Lease on its part an obligation required to be performed and such failure continues for by Lessor. For purposes of this Paragraph 13.5, a period of reasonable time shall be thirty (30) days after Notice thereof from Lesseereceipt by Lessor, unless and by the holders of any ground lease, mortgage or deed of trust covering the Premises whose name and address shall have been furnished to Lessee in writing for such failure canpurpose, of written notice specifying wherein such obligation of Lessor has not with due diligence be cured within a period been performed; provided, however, that the nature of Lessor's obligation is such that more than thirty (303) daysdays after such notice are reasonably required for its performance, then Lessor shall be in which case such failure shall not be deemed to continue breach of this Lease if Lessor, performance is commenced within such thirty (30) day period, proceeds promptly period and with due diligence thereafter diligently pursued to cure the failure and diligently completes the curing thereof; provided, however, that such default shall be cured by Lessor in any event prior to the date on which the default becomes an event of default under the terms of the Franchise Agreement for the Hotel. The time within which Lessor shall be obligated to cure any such failure also shall be subject to extension of time due to the occurrence of any Unavoidable Delaycompletion. If Lessor fails should fail to cure make payment of any such breach within the grace period described aboveamount payable by Lessor to third parties, Lessee, without waiving or releasing fail to perform any of its other obligations hereunder, and if such failure continues for thirty (30) days following written notice from Lessee (unless the nature of Lessor's obligation is such that more than thirty (30) days is required for performance and Lessor commences such performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion), Lessee shall have the right, in addition to all any other rights or remedies available to Lessee it may have under this Lease, or at law or in equity, may purchase to cure such default; provided however, in case of emergency, where immediate action is necessary to protect persons or property, Lessee shall have the Leased Property right to effect such cure immediately, without prior notice to Lessor, but shall notify lessor of the action taken as soon thereafter as is reasonably practicable. All costs incurred by Lessee in effecting such cure, together with interest thereon at the rate of two percent (2%) plus the "prime rate" charged by Bank of America NT & SA or the highest rate permitted by law, whichever is less ("Interest Rate"), from the date such costs were incurred until paid, shall be reimbursed to Lessee by Lessor for a purchase price equal to the then Fair Market Value. If Lessee elects to purchase the Leased Property it shall deliver a Notice thereof to Lessor specifying a settlement date to occur not less than ninety within thirty (9030) days subsequent to the date after Lessor's receipt of such Notice on which it shall purchase the Leased Property, and the same shall be thereupon conveyed in accordance with the provisions of Section 17.3; provided, however, that Lessor shall pay the cost of Lessee’s title insurance and all closing costs associated with such purchase by Lessee following default by Lessora statement therefor.

Breach by Lessor. It Lessor shall not be a deemed in breach of this Lease if unless Lessor fails within a reasonable time to observe or perform any term, covenant or condition of this Lease on its part an obligation required to be performed and such failure continues for by Lessor. For purposes of this Paragraph 13.5, a period of reasonable time shall be thirty (30) days after Notice thereof from Lesseereceipt by Lessor, unless and by the holders of any ground lease, mortgage or deed of trust covering the Premises whose name and address shall have been furnished to Lessee in writing for such failure canpurpose, of written notice specifying wherein such obligation of Lessor has not with due diligence be cured within a period been performed; provided, however, that the nature of Lessor's obligation is such that more than thirty (303) daysdays after such notice are reasonably required for its performance, then Lessor shall be in which case such failure shall not be deemed to continue breach of this Lease if Lessor, performance is commenced within such thirty (30) day period, proceeds promptly period and with due diligence thereafter diligently pursued to cure the failure and diligently completes the curing thereof; provided, however, that such default shall be cured by Lessor in any event prior to the date on which the default becomes an event of default under the terms of the Franchise Agreement for the Hotel. The time within which Lessor shall be obligated to cure any such failure also shall be subject to extension of time due to the occurrence of any Unavoidable Delaycompletion. If Lessor fails should fail to cure make payment of any such breach within the grace period described aboveamount payable by Lessor to third parties, Lessee, without waiving or releasing fall to perform any of its other obligations hereunder, and if such failure continues for thirty (30) days following written notice from Lessee (unless the nature of Lessor's obligation is such that more than thirty (30) days is required for performance and Lessor commences such performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion), Lessee shall have the right, in addition to all any other rights or remedies available to Lessee it may have under this Lease, or at law or in equity, may purchase to cure such default; provided however, in case of emergency, where immediate action is necessary to protect persons or property, Lessee shall have the Leased Property right to effect such cure immediately, without prior notice to Lessor, but shall notify Lessor of the action taken as soon thereafter as is reasonably practicable. All costs incurred by Lessee in effecting such cure, together with interest thereon at the rate of two percent (2%) plus the "prime rate" charged by Bank of America NT & SA or the highest rate permitted by law, whichever is less ("Interest Rate"), from the date such costs were incurred until paid, shall be reimbursed to Lessee by Lessor for a purchase price equal to the then Fair Market Value. If Lessee elects to purchase the Leased Property it shall deliver a Notice thereof to Lessor specifying a settlement date to occur not less than ninety within thirty (9030) days subsequent to the date after Lessor's receipt of such Notice on which it shall purchase the Leased Property, and the same shall be thereupon conveyed in accordance with the provisions of Section 17.3; provided, however, that Lessor shall pay the cost of Lessee’s title insurance and all closing costs associated with such purchase by Lessee following default by Lessora statement therefor.

Breach by Lessor. It shall be a breach of this Lease if Lessor fails shall fail to observe or perform any term, covenant or condition of this Lease on its part to be performed and such failure continues shall continue for a period of thirty (30) days after Notice notice thereof from LesseeLessee (or such shorter time as may be required in order to protect the health or welfare of any patients or other residents of the Leased Property), unless such failure cannot with due diligence be cured within a period of thirty (30) days, in which case such failure shall not be deemed to continue if Lessor, within such said thirty (30) day period, proceeds promptly and with due diligence to cure the failure and diligently completes the curing thereof; provided, however, that such default shall be cured by Lessor in any event prior to the date on which the default becomes an event of default under the terms of the Franchise Agreement for the Hotel. The time within which Lessor shall be obligated to cure any such failure shall also shall be subject to extension of time due to the occurrence of any Unavoidable Delay. If Lessor fails shall fail to cure pay when due any such breach within payment of an obligation secured by a lien on the grace period described aboveLeased Property, Lessee, without waiving or releasing any obligations hereunderrights or remedies, may (but shall be under no obligation at any time thereafter to) upon written notice to Lessor make such payment, All sums so paid by Lessee and all costs, and in addition to all other remedies available expenses (including, without limitation, reasonable attorneys fees) so incurred, together with interest thereon (at the Overdue Rate) from the date on which sums or expenses are paid or incurred by Lessee, shall be paid by Lessor to Lessee at law or in equity, may purchase the Leased Property from Lessor for a purchase price equal to the then Fair Market Value. If Lessee elects to purchase the Leased Property it shall deliver a Notice thereof to Lessor specifying a settlement date to occur not less than ninety (90) days subsequent to the date of such Notice on which it shall purchase the Leased Property, and the same shall be thereupon conveyed in accordance with the provisions of Section 17.3; provided, however, that Lessor shall pay the cost of Lessee’s title insurance and all closing costs associated with such purchase by Lessee following default by Lessordemand.

Breach by Lessor. It shall be a breach of this Master Lease Document if Lessor fails to observe or perform any term, covenant or condition of this Master Lease Document on its part to be performed and such failure continues for a period of thirty (30) days after Notice thereof from LesseeLessee (or such shorter time as may be otherwise set forth herein or required in order to protect the health or welfare of any patients or other residents of the Leased Property), unless such failure cannot with due diligence be cured within a period of thirty (30) days, in which case such failure shall not be deemed to continue if Lessor, within such said thirty (30) day period, proceeds promptly and with due diligence to cure the failure and diligently completes the curing thereof; provided, however, that such default shall be cured by Lessor in any event prior to the date on which the default becomes an event of default under the terms of the Franchise Agreement for the Hotel. The time within which Lessor shall be obligated to cure any such failure shall also shall be subject to extension of time due to the occurrence of any Unavoidable Delay. If Lessor fails to cure any such breach within the grace period described above, Lessee, without waiving waving or releasing any obligations hereunder, and in addition to all other remedies available to Lessee at law or in equity, may purchase the Leased Property from Lessor for a purchase price equal to the then Fair Market ValueValue Purchase Price of the Leased Property. If Lessee elects to purchase the Leased Property it shall deliver a Notice thereof to Lessor specifying a settlement date to occur Payment Date occurring not less than ninety (90) days subsequent to the date of such Notice on which it shall purchase the Leased Property, and the same shall be thereupon conveyed in accordance with the provisions of Section 17.3; provided, however, that Lessor shall pay the cost of Lessee’s title insurance and all closing costs associated with such purchase by Lessee following default by LessorArticle XVIII.

Breach by Lessor. It shall be a breach of this Lease if Lessor ---------------- fails to observe or perform any term, covenant or condition of this Lease on its part to be performed and such failure continues for a period of thirty (30) days after Notice thereof from Lessee, unless such failure cannot with due diligence be cured within a period of thirty (30) days, in which case such failure shall not be deemed to continue if Lessor, within such thirty (30) day period, proceeds promptly and with due diligence to cure the failure and diligently completes the curing thereof; provided, however, that such default shall be cured by Lessor in any event prior to the date on which the default becomes an event of default under the terms of the Franchise Agreement for the Hotel. The time within which Lessor shall be obligated to cure any such failure also shall be subject to extension of time due to the occurrence of any Unavoidable Delay. If Lessor fails to cure any such breach within the grace period described above, Lessee, without waiving or releasing any obligations hereunder, and in addition to all other remedies available to Lessee at law or in equity, may purchase the Leased Property from Lessor for a purchase price equal to the then Fair Market Value. If Lessee elects to purchase the Leased Property it shall deliver a Notice thereof to Lessor specifying a settlement date to occur not less than ninety (90) days subsequent to the date of such Notice on which it shall purchase the Leased Property, and the same shall be thereupon conveyed in accordance with the provisions of Section 17.3; provided, however, that Lessor shall pay the cost of Lessee’s 's title insurance and all closing costs associated with such purchase by Lessee following default by Lessor.

Breach by Lessor. It shall be a breach of this Lease if Lessor fails ---------------- to observe or perform any term, covenant or condition of this Lease on its part to be performed and such failure continues for a period of thirty (30) days after Notice thereof from Lessee, unless such failure cannot with due diligence be cured within a period of thirty (30) days, in which case such failure shall not be deemed to continue if Lessor, within such thirty (30) day period, proceeds promptly and with due diligence to cure the failure and diligently completes the curing thereof; provided, however, that such default shall be cured by Lessor in any event prior to the date on which the default becomes an event of default under the terms of the Franchise Agreement for the Hotel. The time within which Lessor shall be obligated to cure any such failure also shall be subject to extension of time due to the occurrence of any Unavoidable Delay. If Lessor fails to cure any such breach within the grace period described above, Lessee, without waiving or releasing any obligations hereunder, and in addition to all other remedies available to Lessee at law or in equity, may purchase the Leased Property from Lessor for a purchase price equal to the then Fair Market Value. If Lessee elects to purchase the Leased Property it shall deliver a Notice thereof to Lessor specifying a settlement date to occur not less than ninety (90) days subsequent to the date of such Notice on which it shall purchase the Leased Property, and the same shall be thereupon conveyed in accordance with the provisions of Section 17.3; provided, however, that Lessor shall pay the cost of Lessee’s 's title insurance and all closing costs associated with such purchase by Lessee following default by Lessor.