Common use of Curing Defaults Clause in Contracts

Curing Defaults. Section 25.1 If a party shall default in the performance of any of its obligations under Section 25.2 Bills for any reasonable expenses actually incurred by the non-defaulting party or the Board of Managers in connection with any such performance by it for the account of the defaulting party, as well as bills for any property, material, labor or services provided, furnished or rendered, by the non-defaulting party or the Board of Managers or at its instance to the defaulting party shall be rendered monthly, or immediately, at the non-defaulting party’s or the Board of Manager’s option, and shall be due and payable within thirty (30) days after rendition. The defaulting party may dispute any such bill provided it pays the amount thereof, without prejudice, when due, and such dispute shall be determined by arbitration pursuant to Article 28. Bills for all costs, expenses and disbursements of every kind and nature whatsoever, including reasonable counsel fees, involved in enforcing or endeavoring to enforce any rights against the defaulting party, or to resist or defend any claim, action or proceeding brought by the defaulting party, under or in connection with this Lease, including any such cost, expense and disbursement involved in instituting and prosecuting summary proceedings, may be sent upon final determination or settlement of the action, proceeding or claim involved in the non- defaulting party’s or the Board of Managers’ favor and shall be due and payable within thirty (30) days after rendition. Any bills referred to in the first sentence of this Section that are not paid within thirty (30) days of rendition and all bills referred to in the third sentence of this Section shall be paid with interest at the agreed rate from the date of expense, cost or disbursement involved was due and payable (or paid, if later), to the date paid. If any action, proceeding or claim referred to in the second sentence of this Section 25.2 shall be finally determined or settled in Tenant’s favor, Tenant shall be entitled to offset the amount of its judgment against any amounts otherwise due under this Lease. The parties’ obligations under this Article 25 shall survive the termination of this Lease.

Curing Defaults. Section 25.1 27.01. If a party Tenant shall be in default in the performance of any of Tenant’s obligations under this Lease, Landlord without thereby waiving such default, may (but shall not be obligated to) perform the same for the account and at the expense of Tenant, immediately and without notice in a case of emergency, and in any other case only if such default continues after the expiration of the applicable grace period, if any. If Landlord effects such cure by bonding any lien which Tenant is required to bond or otherwise discharge, Tenant shall obtain and substitute a bond for Landlord’s bond at its obligations undersole cost and expense and reimburse Landlord for the reasonable out-of-pocket cost of Landlord’s bond. Section 25.2 27.02. Bills for any reasonable expenses actually incurred by the non-defaulting party or the Board of Managers Landlord in connection with any such performance by it for the account of Tenant as permitted in Section 27.01 or in recovering possession of the defaulting partyPremises after default by Tenant beyond all applicable notice and grace periods or upon the expiration or sooner termination of this Lease, as well as bills for any property, material, labor or services provided, furnished or rendered, and interest on all sums advanced by Landlord under this Section 27.02 and/or Section 27.01 hereof (at the non-defaulting party Interest Rate or the Board of Managers or at its instance maximum rate permitted by law, whichever is less) may be sent by Landlord to the defaulting party shall be rendered Tenant monthly, or immediately, at the non-defaulting party’s or the Board of Manager’s its option, and such amounts shall be due and payable as Additional Charges within thirty (30) days after rendition. The defaulting party rendition of such bills, provided such bills are accompanied by invoices and other appropriate evidence. (a) For the purposes of this Section 27.03 a default by Landlord in the performance of any obligation that it may dispute have under this Lease which involves the complete and total failure by Landlord to deliver any one of the essential services as are enumerated in Article 15 hereof, such bill provided it pays as HVAC, electricity, water, elevator service and cleaning to more than half of the amount thereof, without prejudice, when duePremises, and which default is of such dispute shall be determined by arbitration pursuant a nature that the cure thereof involves the performance of work or rendition of services solely within the confines of the Premises is hereinafter called a “Self-Help Default”. With respect to Article 28. Bills for all costs, expenses and disbursements Self-Help Defaults occurring during the term of every kind and nature whatsoever, including reasonable counsel fees, involved in enforcing or endeavoring to enforce any rights against the defaulting party, or to resist or defend any claim, action or proceeding brought by the defaulting party, under or in connection with this Lease, including the “first notice period” as such term is utilized herein, shall be fifteen (15) days and the “second notice period”, as such term is utilized herein, shall be five (5) days. For all purposes under this Section 27.03, a notice shall be deemed given upon receipt by Landlord. If Landlord commits a Self-Help Default, Tenant may give to Landlord notice thereof, and Landlord shall have the first notice period within which to cure such Self-Help Default or if such Self-Help Default is of such a nature that the same cannot with reasonable diligence be cured within the first notice period, then the first notice period shall be deemed extended by such period as may be required with the application of reasonable diligence to cure such Self-Help Default, provided Landlord has commenced the cure of such Self-Help Default within the first notice period and thereafter diligently prosecutes the same completion. If landlord fails during the first notice period to cure any such costSelf-Help Default or initiate the cure thereof if the same is of such a nature that it cannot with reasonable diligence be cured within the first notice period and fails thereafter to cure the same diligently, expense Tenant may give to Landlord a second notice announcing its intention to cure Landlord’s Self-Help Default (should Landlord fail to do so) and disbursement involved in instituting the date following the day on which Landlord receives such notice shall be the first day of the second notice period. If Landlord fails to cure such Self-Help Default’ within the second notice period, or if such Self-Help Default is of such a nature that the same cannot with reasonable diligence be cured within the second notice period and prosecuting summary proceedingsLandlord fails to commence to cure the same within the second notice period and fails thereafter to continue to cure the same diligently, then Tenant may, utilizing reputable and experienced contractors and personnel engaged by it for such purpose perform such work within the Premises as may be sent upon final determination required and may be prudently performed under the circumstances to effect the cure of such Self-Help Default. To the extent that Tenant incurs any cost or settlement expense for the performance of the actionany work required to cure Landlord’s Self-Help Default as aforesaid, proceeding or claim involved in the non- defaulting party’s or the Board Tenant shall submit copies of Managers’ favor relevant invoices together with proof of payment thereof, and Landlord shall be due and payable reimburse Tenant for such costs within thirty (30) days after renditionsubmission of such invoices and proof. Any bills referred To the extent that Tenant invokes any of its rights hereunder and incurs any cost or expense for which it is entitled to reimbursement hereunder, such costs or expenses shall be incurred by Tenant acting reasonably under the circumstances and to the extent practicable, competitively. Tenant shall also be entitled to reimbursement in the first sentence of manner set forth in this subsection 27.03(a) for any reasonable cancellation penalties that Tenant shall incur in connection with any service or repair contracts that Tenant shall have entered into in order to exercise the rights granted to Tenant pursuant to this Section that 27.03; provided: (i) such contract(s), under the circumstances, are both reasonable and commercially competitive, (ii) Tenant exercised reasonable effort to avoid or minimize such penalties and (iii) such cancellation penalties were not paid incurred as a result of any unreasonable or careless action on the part of Tenant (e.g., Tenant’s failure to cancel any such contract(s) promptly following Landlord’s rendition to Tenant of a Performance Notice, as the same is hereinafter defined). If Landlord fails to reimburse Tenant for any sums incurred by Tenant as permitted under this Section 27.03 within the thirty (30) day period provided herein, Tenant may thereafter recover such expenditures with interest thereon at the Interest Rate against the Letter of Credit (as hereinafter defined) until Tenant has been fully reimbursed with interest, but in no event shall Tenant be permitted to offset the same against or deduct the same from the Fixed Rent or Additional Charges Payable under this Lease. Notwithstanding any other provision contained in this Section 27.03, with respect to any Successor Landlord, the first notice period shall be thirty (30) days with respect to Self-Help Defaults, and the second notice period shall be fifteen (15) days. To the extent that Landlord’s failure to cure or initiate the cure of rendition and all bills referred any Self-Help Default shall result from circumstances contemplated by Section 35.04 hereof, Landlord shall be deemed to in the third sentence of be acting diligently as contemplated by this Section 27.03. (b) If at any time after Tenant exercises its right to cure a Self-Help Default with respect to the rendition of any continuing service or utility or other activity Landlord shall be paid with interest at elect to assume or resume the agreed rate performance thereof, Landlord shall give notice (hereinafter called the “Performance Notice”) of its willingness and readiness to do so and Tenant shall discontinue the rendition or performance thereof as of a time and date as to which Landlord and Tenant shall agree in order to facilitate coordination thereof, but in no event more than thirty (30) days from the date of expense, cost or disbursement involved was due and payable (or paid, if later), to the date paid. If any action, proceeding or claim referred to in the second sentence of this Section 25.2 shall be finally determined or settled in Tenant’s favor, Tenant shall be entitled to offset the amount of its judgment against any amounts otherwise due under this Lease. The parties’ obligations under this Article 25 shall survive the termination of this LeasePerformance Notice.

Curing Defaults. Section 25.1 (a) If a party Tenant shall default in the performance of any of Tenant’s obligations under this Lease, Landlord without thereby waiving such default, may (but shall not be obligated to) perform the same for the account and at the expense of Tenant, without notice in a case of emergency, and in any other case only if such default continues after the expiration of the applicable grace period, if any, and Landlord has given to Tenant at least ten (10) days prior notice of its obligations underintention to take action under this Section 27.01. Section 25.2 (b) Bills for any reasonable expenses actually incurred by the non-defaulting party or the Board of Managers Landlord in connection with any such performance by it for the account of Tenant, and, if Landlord shall have been the defaulting partysuccessful party in any action or suit, as well as bills for any property, material, labor or services provided, furnished or rendered, by the non-defaulting party or the Board of Managers or at its instance to the defaulting party shall be rendered monthly, or immediately, at the non-defaulting party’s or the Board of Manager’s option, and shall be due and payable within thirty (30) days after rendition. The defaulting party may dispute any such bill provided it pays the amount thereof, without prejudice, when due, and such dispute shall be determined by arbitration pursuant to Article 28. Bills for all costs, expenses and disbursements of every kind and nature whatsoever, including reasonable counsel fees, involved in collecting or endeavoring to collect the Fixed Rent or Additional Charges or any part thereof or enforcing or endeavoring to enforce any rights against the defaulting party, Tenant or to resist or defend any claim, action or proceeding brought by the defaulting partyTenant’s obligations hereunder, under or in connection with this LeaseLease or pursuant to law, including any such cost, expense and disbursement involved in instituting and prosecuting summary proceedingsproceedings or in recovering possession of the Premises after default by Tenant or upon the expiration or sooner termination of this Lease, and interest on all sums advanced by Landlord under this Section 27.01 (at the Interest Rate or the maximum rate permitted by law, whichever is less) may be sent upon final determination by Landlord to Tenant monthly, or settlement of the actionimmediately, proceeding or claim involved in the non- defaulting party’s or the Board of Managers’ favor at its option, and such amounts shall be due and payable as Additional Charges in accordance with the terms of such bills. Notwithstanding anything to the contrary contained in this Section, Tenant shall have no obligation to pay Landlord’s costs, expenses, or disbursements in any proceeding in which there shall have been rendered a final judgment against Landlord, and the time for appealing such final judgment shall have expired. 27.02. If Landlord shall default in the performance of any of Landlord’s obligations under this Lease, Tenant, without thereby waiving such default, may (but shall not be obligated to) perform the same for the account and at the expense of Landlord, without notice in a case of emergency, and in any other case only if such default shall continue and not be remedied within the “Landlord Applicable Cure Period” (as such term is hereinafter defined), and Tenant has given at least ten (10) days prior notice to Landlord of its intention to take action under this Section 27.02. All reasonable costs and expenses incurred by Tenant in connection with any such performance by it for the account of Landlord, and any expenses referred to in Section 27.03 hereof incurred by Tenant, together with interest at the Interest Rate or the maximum rate permitted by law, whichever is less, on all such costs and expenses from the date incurred until the date paid by Landlord shall be reimbursed by Landlord to Tenant within thirty (30) days after renditiondemand by Tenant therefor. Any bills referred In the event Landlord shall fail so to in reimburse Tenant for such amounts within such thirty (30) day period, Tenant shall have the first sentence right to offset such amounts against the next installment(s) of Fixed Rent and/or Additional Charges payable under this Section that are not paid within Lease. As used herein the term “Landlord Applicable Cure Period” shall mean thirty (30) days of rendition and all bills referred after Tenant shall have given to Landlord a notice specifying the default, or, in the third sentence case of this Section a default which cannot with due diligence be cured within a period of thirty (30) days (a “Landlord Long-Term Cure Default”), if Landlord shall be paid with interest at the agreed rate from not (x) within said thirty (30) day period advise Tenant of Landlord’s intention to take all steps reasonably necessary to remedy such Landlord Long-Term Cure Default, (y) duly commence within said thirty (30) day period, and thereafter diligently prosecute to completion all steps reasonably necessary to remedy such Landlord Long-Term Cure Default and (z) complete such remedy within a reasonable time after the date of expensesaid notice of Tenant; provided, cost however, that the foregoing extension of the cure period beyond thirty (30) days to cure a Landlord Long-Term Cure Default shall not apply if the continuance of such Landlord Long-Term Cure Default for the period required for cure would (A) subject Tenant to prosecution for a crime, (B) subject the Premises or disbursement involved was due and payable (any part thereof or paidthe Building or Land, if later)or any part thereof, to the date paid. If any action, proceeding being condemned or claim referred to vacated or (C) result in the second sentence of this Section 25.2 shall be finally determined or settled in Tenant’s favor, Tenant shall be entitled to offset the amount of its judgment against any amounts otherwise due under this Lease. The parties’ obligations under this Article 25 shall survive the termination of this the Unit Lease, or (D) prevent Tenant from performing or completing any Alterations required by Tenant for the conduct of its business in the Premises.

Curing Defaults. Section 25.1 If a either party shall default in the performance of any of its obligations under Section 25.2 Bills for any reasonable expenses actually incurred by the non-defaulting party is required to perform or the Board of Managers in connection comply with any such performance by it for the account of the defaulting party, as well as bills for any property, material, labor agreement or services provided, furnished or rendered, by the non-defaulting party or the Board of Managers or at its instance to the defaulting party shall be rendered monthly, or immediately, at the non-defaulting party’s or the Board of Manager’s option, provision hereof and shall be due and payable fail to do so within the time provided therefor (or if no time is provided therefor then within thirty (30) days after rendition. The defaulting written demand for compliance shall have been received by any party may dispute any hereto from the other unless such bill provided it pays the amount thereof, without prejudice, when due, and such dispute default shall be determined by arbitration pursuant to Article 28. Bills for all costs, expenses and disbursements of every kind and such nature whatsoever, including reasonable counsel fees, involved in enforcing or endeavoring to enforce any rights against the defaulting party, or to resist or defend any claim, action or proceeding brought by the defaulting party, under or in connection with this Lease, including any that same cannot be completely cured within such cost, expense and disbursement involved in instituting and prosecuting summary proceedings, may be sent upon final determination or settlement of the action, proceeding or claim involved in the non- defaulting party’s or the Board of Managers’ favor and shall be due and payable within thirty (30) days after rendition. Any bills referred to in day period but the first sentence of this Section that are not paid curing hereof has been commenced within the said thirty (30) days day period and shall thereafter be continued with reasonable diligence) then, in each such case, upon the expiration of rendition and all bills referred to the time provided in the third sentence of this Section shall be paid for the performance or compliance therewith or for the curing of same, the party demanding compliance therewith or for the curing of same, the party failing to do so immediately upon receipt of an itemized invoice of the cost and expense thereof, agrees to promptly pay the reasonable cost and expense 8 incurred by the other party hereto, with interest at the agreed rate from of eight percent (8%) per annum to the date payment is received. Should the Lessee be the party failing to make such payment, the cost and expense thereof shall be charged to the Lessee as additional rent, which shall be paid by the Lessee on the next rent payment date following the date of expensereceipt by Lessee of such invoice, cost and in the event such additional rent shall not be paid when due, it may be collected in the same manner as is herein provided for the collection of rent. In any such case if Lessor is in default hereunder, Lessee, without impairing or disbursement involved was due affecting any other rights it may have for damages or otherwise, shall have the right to cancel and payable (or paidterminate this Lease by giving written notice of Lessee's election to do so, if later), upon giving such notice the life of this Lease shall cease and come to an end as of the date paid. If any actionof receipt of the notice or Lessee's vacating the premises, proceeding or claim referred to in whichever occurs last, with the second sentence of this Section 25.2 shall be finally determined or settled in Tenant’s favor, Tenant shall be entitled to offset same force and effect as if the amount of its judgment against any amounts otherwise due under this Lease. The parties’ obligations under this Article 25 shall survive date set forth were the date originally fixed for the termination of the term of any extended term thereof. In computing the time within which either party is required to comply with any covenant, agreement or provision of this Lease, there shall be excluded therefrom periods of reasonable delay on account of war, "labor troubles", "Acts of God" and other unavoidable delays.

Curing Defaults. Section 25.1 a) If a party Tenant shall default in the performance of performing any of its obligations under Section 25.2 Bills hereunder, Landlord may (but shall not be so obliged), in addition to Landlord's other rights and remedies and without waiver of such default, cure such default on behalf of Tenant provided that Landlord shall have first given Tenant notice of such default and Tenant shall have failed within ten (10) days following said notice to cure or diligently to pursue the cure of said default (which notice and opportunity to cure shall not be required in case of emergency). Tenant, upon demand of Landlord, shall reimburse Landlord for any all costs (including reasonable expenses actually counsel fees) incurred by Landlord together with interest at the non-defaulting party rate of ten percent (10%) per annum, with respect to such default, and, if Landlord so elects, Landlord's efforts to cure the same, which costs shall be deemed Additional Rent hereunder. b) In the event that Landlord fails to maintain or the Board of Managers in connection with any such performance by it for the account repair those portions of the defaulting partyPremises for which Landlord is responsible or otherwise defaults under this Lease, as well as bills Tenant shall provide written notice to Landlord detailing such failures. Landlord shall have thirty (30) days after receipt of such notice within which to cure such default (except when the cure requires more than thirty (30) days for any property, material, labor or services provided, furnished or rendered, by performance and Landlord commences the non-defaulting party or the Board of Managers or at its instance to the defaulting party shall be rendered monthly, or immediately, at the non-defaulting party’s or the Board of Manager’s option, and shall be due and payable cure within thirty (30) days and diligently pursues the cure to completion within sixty (60) days). If Landlord shall so be in default under this Lease after renditionproviding the aforesaid notice, then Tenant may perform the same for the account of Landlord. The defaulting party may dispute any such bill provided it pays the amount thereof, without prejudice, when due, and such dispute shall be determined by arbitration pursuant to Article 28. Bills for all If Tenant makes expenditures or incurs costs, expenses and disbursements of every kind and nature whatsoever, on Landlord's account (including reasonable counsel feesattorneys' fees and costs in instituting, involved in enforcing or endeavoring to enforce prosecuting and/or defending any rights against the defaulting party, or to resist or defend any claim, action or proceeding brought by through appeal) Landlord shall repay Tenant the defaulting partysums or obligations incurred, under or in connection with this Lease, including any such cost, expense and disbursement involved in instituting and prosecuting summary proceedings, may be sent upon final determination or settlement of the action, proceeding or claim involved in the non- defaulting party’s or the Board of Managers’ favor and shall be due and payable within thirty (30) days after rendition. Any bills referred to in the first sentence of this Section that are not paid within thirty (30) days of rendition and all bills referred to in the third sentence of this Section shall be paid together with interest at the agreed rate from the date of expenseten percent (10%) per annum, cost or disbursement involved was due and payable within fifteen (or paid, if later), to the date paid15) days following Tenant's invoice therefore. If such sums are not timely paid to Tenant, such sums may be offset against the next installments of Rent due hereunder, until the balance is reduced to zero. Notwithstanding any action, proceeding or claim referred to in the second sentence other provision of this Section 25.2 Lease, Landlord shall be finally determined or settled in Tenant’s favor, Tenant shall be entitled to offset the amount of its judgment against not have any amounts otherwise due personal liability under this Lease. The parties’ obligations In the event of any default by Landlord under this Article 25 Lease, Tenant agrees to look solely to the equity or interest then owned by Landlord in the Premises together with the profits and proceeds therefrom, and in no event shall survive the termination any deficiency judgment or personal money judgment of this Leaseany kind be sought or obtained against Landlord.

Curing Defaults. Section 25.1 (a) If Tenant shall default in the performance of any of its non-monetary obligations hereunder, Landlord without prejudice and in addition to any other rights it may have at law or in equity, after giving Tenant written notice of such default and after failure by Tenant within thirty (30) days of the receipt of such notice to correct or to undertake and diligently pursue correction of said default(s) in which event the thirty day period shall be extended for a party reasonable time (which notice and/or opportunity to cure shall not be required in case Landlord shall determine that an emergency exists requiring prompt action), may cure such defaults(s) on behalf of Tenant. The reasonable time granted to Tenant hereunder shall continue as long as the default and/or the delay in curing same has been caused by causes beyond Tenant's reasonable control, and cannot, with due diligence, be cured within such thirty (30) day period). Tenant shall reimburse Landlord on demand for all costs incurred by Landlord in that regard plus interest thereon from the date(s) of expenditure at the Default Rate, which shall be deemed Additional Rent payable hereunder. (b) If Landlord shall default in the performance of any of its obligations under Section 25.2 Bills for any reasonable expenses actually incurred hereunder, Tenant , after giving Landlord written notice of such default and after failure by the non-defaulting party or the Board of Managers in connection with any such performance by it for the account of the defaulting party, as well as bills for any property, material, labor or services provided, furnished or rendered, by the non-defaulting party or the Board of Managers or at its instance to the defaulting party shall be rendered monthly, or immediately, at the non-defaulting party’s or the Board of Manager’s option, and shall be due and payable within thirty (30) days after rendition. The defaulting party may dispute any such bill provided it pays the amount thereof, without prejudice, when due, and such dispute shall be determined by arbitration pursuant to Article 28. Bills for all costs, expenses and disbursements of every kind and nature whatsoever, including reasonable counsel fees, involved in enforcing or endeavoring to enforce any rights against the defaulting party, or to resist or defend any claim, action or proceeding brought by the defaulting party, under or in connection with this Lease, including any such cost, expense and disbursement involved in instituting and prosecuting summary proceedings, may be sent upon final determination or settlement of the action, proceeding or claim involved in the non- defaulting party’s or the Board of Managers’ favor and shall be due and payable within thirty (30) days after rendition. Any bills referred to in the first sentence of this Section that are not paid Landlord within thirty (30) days of rendition the receipt of such notice to correct or to undertake and all bills referred to diligently pursue correction of said default(s), in which event the third sentence of this Section thirty day period shall be paid with interest at the agreed rate from the date extended for a reasonable time, may cure such defaults(s) on behalf of expense, cost or disbursement involved was due and payable (or paid, if later), to the date paid. If any action, proceeding or claim referred to in the second sentence of this Section 25.2 shall be finally determined or settled in Tenant’s favor, Tenant shall be entitled to offset the amount of its judgment against any amounts otherwise due under this LeaseLandlord. The parties’ obligations under this Article 25 reasonable time granted to Landlord hereunder shall survive continue as long as the termination default and/or the delay in curing same has been caused by causes beyond Landlord's reasonable control, and cannot, with due diligence, be cured within such thirty (30) day period). Landlord shall reimburse Tenant, within thirty (30) days of this Leasedemand therefor, for all actual costs incurred by Tenant in that regard.

Curing Defaults. Section 25.1 SECTION 31.01. If a party Tenant shall default in the performance of any of its Tenant's obligations under Section 25.2 Bills under this Lease, Landlord, without thereby waiving such default, may (but shall not be obligated to) perform the same for the account and at the expense of Tenant, without notice, in a case of emergency, and in any other case, beyond the period provided for the cure thereof in this Lease. All reasonable sums so paid by Landlord and all costs and expenses actually reasonably incurred by the non-defaulting party or the Board of Managers Landlord in connection with any such performance by it for the account provisions of the defaulting partypreceding paragraph, as well as bills for any propertyinclusive of attorneys' fees, material, labor or services provided, furnished or rendered, by the non-defaulting party or the Board of Managers or at its instance to the defaulting party shall be rendered monthly, or immediately, at the non-defaulting party’s or the Board of Manager’s option, and shall be due and payable within thirty (30) days after rendition. The defaulting party may dispute any such bill provided it pays the amount thereof, without prejudice, when due, and such dispute shall be determined paid by arbitration pursuant Tenant to Article 28. Bills for all costs, expenses and disbursements of every kind and nature whatsoever, including reasonable counsel fees, involved in enforcing or endeavoring to enforce any rights against the defaulting party, or to resist or defend any claim, action or proceeding brought by the defaulting party, under or in connection with this Lease, including any such cost, expense and disbursement involved in instituting and prosecuting summary proceedings, may be sent upon final determination or settlement of the action, proceeding or claim involved in the non- defaulting party’s or the Board of Managers’ favor and shall be due and payable within thirty (30) days after rendition. Any bills referred to in the first sentence of this Section that are not paid Landlord within thirty (30) days of rendition demand. A. If Landlord shall fail to make any repairs required of Landlord under this Lease, beyond the period provided for the cure thereof, Tenant, without thereby waiving such default, may (but shall not be obligated to) perform the same and all bills referred to be reimbursed by Landlord for the reasonable costs thereof inclusive of attorneys' fees if the failure of Landlord to make such repairs materially and adversely impairs Tenant's ability to use the Premises for the operation of its business pursuant to the first paragraph of Section 9.01 hereof. B. Anything in this Section 31.02 to the contrary notwithstanding, Landlord agrees that in the event of an emergency which poses the threat of imminent, severe damage to Tenant, or its employees, or invitees, or to Tenant's Property, and necessitates immediate repair, Tenant may proceed forthwith to make such repair ("Emergency Repairs") if (i) it is unable to notify Landlord of such emergency condition after using diligent efforts to contact and advise Landlord of the need for such Emergency Repairs, or (ii) Landlord fails to make Emergency repairs after being notified of the need to do so. C. If Landlord fails to reimburse Tenant for repairs referenced in B. preceding, within thirty days after Tenant shall furnish Landlord with a statement in reasonable detail of the repairs effected and the costs thereof, supported by invoices from third sentence parties for the furnishing of materials or the performance of work in connection with the making of such repairs, Tenant may deduct the cost thereof from the installments of Net Annual Rent first becoming due and payable after the date on which such reimbursement is first required to be made. D. If provisions of this Section 31.02 shall be paid with interest at the agreed rate from the date of expense, cost or disbursement involved was due and payable (or paid, if later), not apply to the date paid. If any action, proceeding or claim referred to in provisions of the second sentence of this Section 25.2 shall be finally determined or settled in Tenant’s favorparagraph 1.02 hereof, Tenant shall be entitled to offset the amount of its judgment against any amounts otherwise due under this Lease. The parties’ obligations under this Article 25 shall survive the termination of this Leaseand vice versa.

Curing Defaults. Section 25.1 a) If a party shall default Tenant defaults in the performance of any of its obligations under Section 25.2 Bills hereunder, Landlord may, without any obligation to do so and in addition to any other rights it may have in law or equity, elect to cure such default on behalf of Tenant after written notice (except in the case of emergency) to Tenant. Tenant shall reimburse Landlord upon demand for any reasonable expenses actually sums paid or costs incurred by Landlord in curing such default, including interest thereon from the non-defaulting party or respective dates of Landlord's making the Board payments and incurring such costs, which sums and costs together with interest thereon shall be deemed Additional Rent payable within ten (10) days of Managers demand. b) Should Landlord default in connection with the performance of any terms, covenants and conditions of this Lease, Tenant may give written notice of such default to Landlord as provided herein and Landlord shall cure any such performance by default in respect to which it for the account of the defaulting party, as well as bills for has been given notice without delay. Should Landlord fail to cure (or begin to cure and diligently pursue such cure) any property, material, labor or services provided, furnished or rendered, by the non-defaulting party or the Board of Managers or at its instance to the defaulting party shall be rendered monthly, or immediately, at the non-defaulting party’s or the Board of Manager’s option, and shall be due and payable default within thirty (30) days after renditionwritten notice has been given, Tenant may cure the same at the cost and expense of Landlord. The defaulting party may dispute Landlord shall reimburse Tenant upon demand for any sums paid or costs incurred by Tenant in curing such bill provided it pays the amount thereof, without prejudice, when due, and such dispute shall be determined by arbitration pursuant to Article 28. Bills for all costs, expenses and disbursements of every kind and nature whatsoeverdefault, including reasonable counsel fees, involved in enforcing interest thereon from the respective dates of Tenant's making the payments or endeavoring incurring such costs. In the event Landlord fails to enforce any rights against the defaulting party, or to resist or defend any claim, action or proceeding brought by the defaulting party, under or in connection with this Lease, including any such cost, expense and disbursement involved in instituting and prosecuting summary proceedings, may be sent upon final determination or settlement of the action, proceeding or claim involved in the non- defaulting party’s or the Board of Managers’ favor and shall be due and payable timely reimburse Tenant within thirty ten (30) days after rendition. Any bills referred to in the first sentence of this Section that are not paid within thirty (3010) days of rendition demand, then Tenant, upon written notice to Landlord, may deduct such expense from the payment(s) of Rent next falling due, until such amount has been fully reimbursed. The parties acknowledge and all bills referred to agree that in the third sentence event of this Section shall be paid with interest at the agreed rate from the date an emergency presenting a threat of expense, cost damage or disbursement involved was due and payable (harm to persons or paid, if later), to the date paid. If any action, proceeding or claim referred to in the second sentence of this Section 25.2 shall be finally determined or settled in Tenant’s favorproperty, Tenant shall attempt to contact Landlord if time permits, but shall not be entitled required to provide Landlord with notice or an opportunity to make repairs or to take other remedial measures before exercising the self help and (if Landlord fails to make payment within ten (10) days of demand , as aforesaid) the offset the amount of its judgment against any amounts otherwise due under this Lease. The parties’ obligations under this Article 25 shall survive the termination of this Leaseremedies hereinabove provided.

Curing Defaults. Section 25.1 (a) If a party Tenant shall default be in default, beyond any applicable notice and cure period, in the performance of any of its obligations under Section 25.2 Bills hereunder, Landlord, without any obligation to do so, in addition to any other rights it may have in law or equity, may elect to cure such default on behalf of Tenant after ten (10) days written notice (except in the case of emergency or waste to the Building) to Tenant. Tenant shall reimburse Landlord upon demand for any reasonable expenses actually sums paid or costs incurred by Landlord in curing such default, including interest thereon on the non-defaulting party or the Board respective dates of Managers in connection Landlord's incurring such costs, which sums and costs together with any such performance by it for the account of the defaulting party, as well as bills for any property, material, labor or services provided, furnished or rendered, by the non-defaulting party or the Board of Managers or at its instance to the defaulting party interest shall be rendered monthly, deemed additional rent. (b) If Landlord shall default in the performance or immediately, at the non-defaulting party’s observance of any agreement or the Board of Manager’s optioncondition in this lease contained on its part to be performed or observed, and Landlord shall be due and payable not cure such default within thirty (30) days after rendition. The defaulting party may dispute any such bill provided it pays the amount thereof, without prejudice, when due, and such dispute shall be determined by arbitration pursuant to Article 28. Bills for all costs, expenses and disbursements of every kind and nature whatsoever, including reasonable counsel fees, involved in enforcing or endeavoring to enforce any rights against the defaulting party, or to resist or defend any claim, action or proceeding brought by the defaulting party, under or in connection with this Lease, including any such cost, expense and disbursement involved in instituting and prosecuting summary proceedings, may be sent upon final determination or settlement of the action, proceeding or claim involved sooner period in the non- defaulting party’s or event of an emergency after notice from Tenant specifying the Board of Managers’ favor and shall default, or, if such default is not able to be due and payable cured within such thirty (30) day period, Landlord has not during such thirty (30) day period commenced to cure such default and thereafter diligently and continuously pursues curing such default, Tenant may, at any time thereafter, cure such default for the account of Landlord, and all reasonable amounts paid or all reasonable contractual liabilities incurred by Tenant in so doing shall be deemed paid or incurred for the account of Landlord, and Landlord agrees to reimburse Tenant within ten (10) days after renditionof demand therefore; provided that Tenant may, without waiving any claim for damages on account of such breach, cure any such default as aforesaid prior to the expiration of said thirty (30) day period, if the curing of such default prior to the expiration of said thirty (30) day period is reasonably necessary to protect the Premises or Tenant's interest therein, or to prevent injury or damage to persons or property so long as Tenant first uses reasonable efforts to notify Landlord of the need for such repair and permits Landlord a reasonable opportunity to cure such default. (c) In the event Landlord fails to perform any repair obligations under Section 7(d)(ii) hereof, Tenant shall send Landlord written notice of such failure. Any bills referred If Landlord fails to in the first sentence of this Section that are not paid initiate and diligently pursue such repair within thirty (30) days of rendition and all bills referred to in the third sentence of this Section shall be paid with interest at the agreed rate from the date of expense, cost or disbursement involved was due and payable (or paid, if later), to the date paid. If any action, proceeding or claim referred to in the second sentence of this Section 25.2 shall be finally determined or settled in Tenant’s favorsuch notice, Tenant shall send Landlord is second written notice of such failure. If and only if Landlord fails to initiate and diligently pursue such repair within fifteen (15) days of such second notice, Tenant may make such repair pursuant to its rights noted in Section 22(b) above and shall send Landlord a notice of such event. Landlord and Tenant shall then each select an institutional third party property manager who shall together select a third institutional third party property manager (the "Evaluator"). The Evaluator shall determine and/or engage other professionals to assist in the determination, within thirty (30) days of its engagement, all at the sole cost of Tenant whether Landlord should have performed the requested repair pursuant to the terms of this lease. The parties agree that Tenant shall bear the burden to document the need for such repair and any such failure shall be entitled construed against Tenant. The determination by the Evaluator shall not be evidence of whether such repair is required hereunder and shall be of no affect, except to permit Tenant to take the actions noted in this Section 22(c) and shall in no way limit Landlord's right to bring an action against Tenant for such nonpayment of Rent, its costs incurred pursuant to such action and interest thereon, and including without limitation, attorney's fees and costs. If the Evaluator determines that Landlord should have performed such repair, Tenant may offset the amount commercially reasonable cost of such repair against Rent due hereunder. If, however, the Evaluator determines that the repair was not required hereunder, then, without limiting Tenant's right to bring an action for the payment of the reasonable cost of such repair if required to be made by Landlord hereunder, its judgment against any amounts otherwise costs incurred pursuant to such action and interest thereon, and including without limitation, attorney's fees and costs, Tenant may not offset as noted above and shall pay all sums due under this Lease. The parties’ obligations under this Article 25 shall survive the termination of this Leasehereunder as they become due.

Curing Defaults. Section 25.1 If a party shall default Tenant defaults in the performance of any of its obligations under Section 25.2 Bills for under this Lease, Landlord, without waiving such default, may perform such obligation at Tenant’s expense: (a) immediately, and without notice, in the case of emergency or if the default (i) materially interferes with the use by any reasonable other tenant of the Building, (ii) materially interferes with the efficient operation of the Building, (iii) results in a violation of any federal, state or local law, rule, ordinance or regulation, or (iv) results or will result in a cancellation of any insurance policy maintained by Landlord, and (b) in any other case if such default continues after ten (10) days from the date Landlord gives notice of Landlord’s intention to perform the defaulted obligation. All costs and expenses actually incurred by the non-defaulting party or the Board of Managers landlord in connection with any such performance by it and all costs and expenses, including reasonable counsel fees and disbursements, incurred by landlord in any action or proceeding (including any unlawful detainer proceeding) brought by Landlord to enforce any obligation of Tenant under this lease and/or right of Landlord in or to the Premises, shall be paid by Tenant to Landlord on demand, with interest thereon at the rate provided in this Lease for past due sums from the account of date incurred by landlord. Except as expressly provided to the defaulting partycontrary in this Lease, as well as bills all costs and expenses which, pursuant to this Lease are incurred by Landlord and payable to Landlord by Tenant, and all charges, amounts and sums payable to Landlord by Tenant for any property, material, labor labor, utility or other services which, pursuant to this Lease or at the request and for the account of Tenant, are provided, furnished or renderedrendered by Landlord, by the non-defaulting party or the Board of Managers or at its instance to the defaulting party shall be rendered monthly, or immediately, at the non-defaulting party’s or the Board of Manager’s option, and shall be become due and payable within thirty (30) days after rendition. The defaulting party may dispute any such bill provided it pays by Tenant to Landlord in accordance with the amount thereof, without prejudice, when due, and such dispute shall be determined by arbitration pursuant to Article 28. Bills for all costs, expenses and disbursements of every kind and nature whatsoever, including reasonable counsel fees, involved in enforcing or endeavoring to enforce any rights against the defaulting party, or to resist or defend any claim, action or proceeding brought by the defaulting party, under or in connection with this Lease, including any such cost, expense and disbursement involved in instituting and prosecuting summary proceedings, may be sent upon final determination or settlement terms of the action, proceeding or claim involved in the non- defaulting party’s or the Board of Managers’ favor and shall be due and payable within thirty (30) days after rendition. Any bills referred rendered by landlord to in the first sentence of this Section that are not paid within thirty (30) days of rendition and all bills referred to in the third sentence of this Section shall be paid with interest at the agreed rate from the date of expense, cost or disbursement involved was due and payable (or paid, if later), to the date paid. If any action, proceeding or claim referred to in the second sentence of this Section 25.2 shall be finally determined or settled in Tenant’s favor, Tenant shall be entitled to offset the amount of its judgment against any amounts otherwise due under this Lease. The parties’ obligations under this Article 25 shall survive the termination of this Lease.

Curing Defaults. Section 25.1 19.01. If a party Tenant shall default in the performance of any of its Tenant's obligations underunder this Lease, Landlord may, without thereby waiving such default (but shall not be obligated to) perform the same for the account and at the expense of Tenant, without notice in a case of emergency or a situation which in Landlord's reasonable opinion, with the passage of time, may result in an emergency, and in any other case only if such default continues after the expiration of thirty (30) days from the date Landlord gives Tenant notice of the default provided, however, if such default is not reasonably capable of being cured within such thirty (30) day period, Landlord may (but is not obligated to do so) perform the same for the account of and at the expense of Tenant if Tenant shall not have commenced and diligently proceeded to cure such default. Section 25.2 19.02. Other than as set forth in Section 38.09 if Landlord shall default in the performance of any Landlord's obligations under this Lease, Tenant may, without thereby waiving such default (but shall not be obligated to) perform the same for the account and at the expense of Landlord, without notice in a case of emergency, or a situation which in Tenant's reasonable opinion, with the passage of time, may result in an emergency and in any other case only if such default continues after the expiration of sixty (60) days from the date Tenant gives Landlord notice of the default provided, however, if such default is not reasonably capable of being cured within such sixty (60) day period, Tenant may (but is not obligated to do so) perform the same for the account of and at the expense of Landlord if Landlord shall not have commenced and diligently proceeded to cure such default. Bills for any reasonable expenses actually incurred by Tenant in connection with any such performance by it of work for Landlord shall be payable by Landlord within 15 days after Landlord's receipt of such bill. Xxte payments by Landlord shall bear interest at the non-defaulting party or the Board of Managers same rate as late payments by Tenant. Section 19.03. Bills for any expenses incurred by Landlord in connection with any such performance by it for the account of the defaulting party, as well as bills for any property, material, labor or services provided, furnished or rendered, by the non-defaulting party or the Board of Managers or at its instance to the defaulting party shall be rendered monthly, or immediately, at the non-defaulting party’s or the Board of Manager’s optionTenant, and shall be due and payable within thirty (30) days after rendition. The defaulting party may dispute any such bill provided it pays the amount thereof, without prejudice, when due, and such dispute shall be determined by arbitration pursuant to Article 28. Bills bills for all costs, expenses and disbursements of every kind and nature whatsoever, including reasonable counsel fees, involved in collecting or endeavoring to collect overdue Base Annual Rent, Additional Payments or Additional Rent or any part thereof or enforcing or endeavoring to enforce any rights against the defaulting partyTenant, or to resist or defend any claim, action or proceeding brought by the defaulting partyTenant's obligations hereunder, under or in connection with this LeaseLease or pursuant to law, -54- 58 including any such cost, expense and disbursement involved in instituting and prosecuting summary proceedings, may be sent upon final determination proceedings or settlement in recovering possession of the action, proceeding Premises after default by Tenant or claim involved in upon the non- defaulting party’s expiration or the Board of Managers’ favor and shall be due and payable within thirty (30) days after rendition. Any bills referred to in the first sentence of this Section that are not paid within thirty (30) days of rendition and all bills referred to in the third sentence of this Section shall be paid with interest at the agreed rate from the date of expense, cost or disbursement involved was due and payable (or paid, if later), to the date paid. If any action, proceeding or claim referred to in the second sentence of this Section 25.2 shall be finally determined or settled in Tenant’s favor, Tenant shall be entitled to offset the amount of its judgment against any amounts otherwise due under this Lease. The parties’ obligations under this Article 25 shall survive the sooner termination of this Lease, and interest on all sums advanced by Landlord under this Section at the rate and in the manner set forth in Section 3.04 shall be due as and for Additional Rent.

Curing Defaults. Section 25.1 If a party shall default in the performance of any of its obligations under Section 25.2 Bills for any reasonable expenses actually incurred by the non-defaulting party or the Board of Managers in connection with any such performance by it for the account of the defaulting party, as well as bills for any property, material, labor or services provided, furnished or rendered, by the non-defaulting party or the Board of Managers or at its instance to the defaulting party shall be rendered monthly, or immediately, at the non-defaulting party’s or the Board of Manager’s option, and shall be due and payable within thirty (30) days after rendition. The defaulting party may dispute any such bill xxxx provided it pays the amount thereof, without prejudice, when due, and such dispute shall be determined by arbitration pursuant to Article 28. Bills for all costs, expenses and disbursements of every kind and nature whatsoever, including reasonable counsel fees, involved in enforcing or endeavoring to enforce any rights against the defaulting party, or to resist or defend any claim, action or proceeding brought by the defaulting party, under or in connection with this Lease, including any such cost, expense and disbursement involved in instituting and prosecuting summary proceedings, may be sent upon final determination or settlement of the action, proceeding or claim involved in the non- defaulting party’s or the Board of Managers’ favor and shall be due and payable within thirty (30) days after rendition. Any bills referred to in the first sentence of this Section that are not paid within thirty (30) days of rendition and all bills referred to in the third sentence of this Section shall be paid with interest at the agreed rate from the date of expense, cost or disbursement involved was due and payable (or paid, if later), to the date paid. If any action, proceeding or claim referred to in the second sentence of this Section 25.2 shall be finally determined or settled in Tenant’s favor, Tenant shall be entitled to offset the amount of its judgment against any amounts otherwise due under this Lease. The parties’ obligations under this Article 25 shall survive the termination of this Lease.

Curing Defaults. Section 25.1 If a either party shall default in the performance of any of its obligations under Section 25.2 Bills for any reasonable expenses actually incurred by the non-defaulting party is required to perform or the Board of Managers in connection comply with any such performance by it for the account of the defaulting party, as well as bills for any property, material, labor agreement or services provided, furnished or rendered, by the non-defaulting party or the Board of Managers or at its instance to the defaulting party shall be rendered monthly, or immediately, at the non-defaulting party’s or the Board of Manager’s option, provision hereof and shall be due and payable fail to do so within the time provided therefor (or if no time is provided therefor then within thirty (30) days after rendition. The defaulting written demand for compliance shall have been received by any party may dispute any hereto from the other unless such bill provided it pays the amount thereof, without prejudice, when due, and such dispute default shall be determined by arbitration pursuant to Article 28. Bills for all costs, expenses and disbursements of every kind and such nature whatsoever, including reasonable counsel fees, involved in enforcing or endeavoring to enforce any rights against the defaulting party, or to resist or defend any claim, action or proceeding brought by the defaulting party, under or in connection with this Lease, including any that same cannot be completely cured within such cost, expense and disbursement involved in instituting and prosecuting summary proceedings, may be sent upon final determination or settlement of the action, proceeding or claim involved in the non- defaulting party’s or the Board of Managers’ favor and shall be due and payable within thirty (30) days after rendition. Any bills referred to in day period but the first sentence of this Section that are not paid curing thereof has been commenced within the said thirty (30) days day period and shall thereafter be continued with reasonable diligence), then in each such case, upon the expiration of rendition the time provided in this article for the performance or compliance therewith or for the curing of same, the party demanding compliance may perform and all bills referred comply therewith for the account and at the expense of the party failing to in do so; and the third sentence party failing to do so immediately upon receipt of this Section shall be paid an itemized invoice of the cost and expense thereof, agrees to promptly pay the reasonable cost and expense incurred by the other party hereto, with interest at the agreed rate from often (10%) percent per annum to the date payment is received. Should Lessee be the party failing to make such payment, the cost and expense thereof shall be charged to Lessee as additional rent, which shall be paid by the Lessee on the next rent payment date following the date of expensereceipt by Lessee of such invoice, cost and in the event such additional rent shall not be paid when due, it may be collected in the same manner as is herein provided for the collection of rent. Should Lessor be the party failing to make such payment to Lessee then Lessee, without impairing or disbursement involved was due affecting any other of its rights, shall have the right to withhold payment of all Base Rent, and payable (or paidadditional rent, if later)any, until Lessee has recouped all such costs and expenses, with interest as aforesaid, to the date paidfull payment is received. If In any actionsuch case if Lessor is in default hereunder, proceeding Lessee, without impairing or claim referred affecting any other rights it may have for damages or otherwise, shall have the right to in cancel and terminate this Lease by giving written notice of Lessee’s election to do so; and upon giving such notice the second sentence life of this Section 25.2 Lease shall be finally determined or settled cease and come to an end as of the date set forth in Tenant’s favorsaid notice, Tenant shall be entitled to offset with the amount of its judgment against any amounts otherwise due under this Lease. The parties’ obligations under this Article 25 shall survive same force and effect as if the date set forth were the date originally fixed for the termination of the term and of any extended term thereof. In computing the time within which either party is required to comply with any covenant, agreement or provision of this Lease, there shall be excluded therefrom periods of reasonable delay on account of war, “Acts of God” and other unavoidable delays.

Curing Defaults. Section 25.1 If a party any Owner shall default in fail to perform its obligations under this Agreement or the performance Declaration, and if the failure to perform such obligations would adversely affect another Owner or an Occupant of any Unit not owned by such Owner or interfere with the efficient operation of its obligations under Section 25.2 Bills for any reasonable expenses actually incurred by the non-defaulting party or Building Common Elements, the Board of Managers in connection with any may perform such performance by it obligations for the account and at the expense of such Owner (a) immediately or at any time thereafter, and without notice, in the case of a failure which in the judgment of the defaulting partyBoard could result in personal injury or material property damage, or (b) upon not less than fifteen (15) days’ notice in the case of any other failure, or, in the case of a failure which for causes beyond such Owner’s control cannot with due diligence be cured within said 15 day period, such longer period of time as well as bills for any propertyshall be necessary, materialprovided that such Owner, labor or services providedpromptly upon receipt of such notice from the Board, furnished or rendered, by the non-defaulting party or gives the Board notice of Managers or at its instance such Owner’s intention to duly institute all steps necessary to remedy such failure, and thereafter diligently prosecutes to completion all steps necessary to remedy the defaulting party shall be rendered monthly, or immediately, at the non-defaulting party’s or same. If the Board makes any expenditures or incurs obligations for the payment of Manager’s option, and shall be due and payable within thirty (30) days after rendition. The defaulting party may dispute any such bill provided it pays the amount thereof, without prejudice, when due, and such dispute shall be determined by arbitration pursuant to Article 28. Bills for all costs, expenses and disbursements of every kind and nature whatsoevermoney, including reasonable counsel feesattorneys’ fees in instituting, involved in enforcing prosecuting or endeavoring to enforce defending any rights against the defaulting party, or to resist or defend any claim, action or proceeding brought by the defaulting partyreason of any default of such Owner, under such sums paid or in connection with this Lease, including any obligations incurred shall be charged to such cost, expense and disbursement involved in instituting and prosecuting summary proceedings, may be sent upon final determination or settlement of the action, proceeding or claim involved in the non- defaulting party’s or the Board of Managers’ favor Owner as a Building Expense and shall be due and payable within thirty bear interest at the Default Rate from the date charged until the date paid. Notwithstanding clause (30a) days after rendition. Any bills referred to in of the first sentence of this Section 8.10: (i) the Board shall use reasonable efforts to give prior notice (which may be oral) to any Occupant of any entry into the Unit it occupies pursuant to such clause (a), and (ii) the Board shall not enter any Unit pursuant to clause (a) unless the need to do so is immediate. The Board agrees that are not paid within thirty (30) days it will exercise its rights under this Section 8.10, and enforce the performance by the Unit Owners of rendition and all bills the obligations referred to in the third sentence of this Section shall be paid 8.10, (A) in a manner consistent with the Building Standard, and (B) in a manner applicable to all Occupants in a non-discriminatory manner, notwithstanding any common ownership, contractual relationships or other commonality of interest at between the agreed rate from the date of expense, cost or disbursement involved was due Board and payable (or paid, if later), to the date paid. If any action, proceeding or claim referred to in the second sentence of this Section 25.2 shall be finally determined or settled in Tenant’s favor, Tenant shall be entitled to offset the amount of its judgment against any amounts otherwise due under this Lease. The parties’ obligations under this Article 25 shall survive the termination of this LeaseUnit Owner.

Curing Defaults. Section 25.1 If a party shall default Tenant defaults in the performance of any of its obligations under Section 25.2 Bills for under this Lease after the expiration of any reasonable applicable cure periods, Landlord, without waiving such default, may perform such obligation at Tenant’s expense: (a) immediately, and without notice, in the case of emergency or if the default (i) materially interferes with the use by any other tenant of the Building, (ii) materially interferes with the efficient operation of the Building, (iii) results in a violation of any federal, state or local law, rule, ordinance or regulation, or (iv) results or will result in a cancellation of any insurance policy maintained by Landlord, and (b) in any other case if such default continues after twenty (20) days from the date Landlord gives notice of Landlord’s intention to perform the defaulted obligation (or, if such default cannot be cured within such twenty (20) day period, if Tenant fails to diligently commence such cure within such twenty (20) day period). All costs and expenses actually incurred by the non-defaulting party or the Board of Managers Landlord in connection with any such performance by it and all costs and expenses, including reasonable counsel fees and disbursements, incurred by Landlord in any action or proceeding (including any unlawful detainer proceeding) brought by Landlord to enforce any obligation of Tenant under this lease and/or right of Landlord in or to the Leased Premises, shall be paid by Tenant to Landlord on demand, with interest thereon at the rate provided in this Lease for past due sums from the account of date incurred by Landlord. Except as expressly provided to the defaulting partycontrary in this Lease, as well as bills all costs and expenses which, pursuant to this Lease are incurred by Landlord and payable to Landlord by Tenant, and all charges, amounts and sums payable to Landlord by Tenant for any property, material, labor labor, utility or other services which, pursuant to this Lease or at the request and for the account of Tenant, are provided, furnished or renderedrendered by Landlord, by the non-defaulting party or the Board of Managers or at its instance to the defaulting party shall be rendered monthly, or immediately, at the non-defaulting party’s or the Board of Manager’s option, and shall be become due and payable within thirty (30) days after rendition. The defaulting party may dispute any such bill provided it pays by Tenant to Landlord in accordance with the amount thereof, without prejudice, when due, and such dispute shall be determined by arbitration pursuant to Article 28. Bills for all costs, expenses and disbursements of every kind and nature whatsoever, including reasonable counsel fees, involved in enforcing or endeavoring to enforce any rights against the defaulting party, or to resist or defend any claim, action or proceeding brought by the defaulting party, under or in connection with this Lease, including any such cost, expense and disbursement involved in instituting and prosecuting summary proceedings, may be sent upon final determination or settlement terms of the action, proceeding or claim involved in the non- defaulting party’s or the Board of Managers’ favor and shall be due and payable within thirty (30) days after rendition. Any bills referred rendered by Landlord to in the first sentence of this Section that are not paid within thirty (30) days of rendition and all bills referred to in the third sentence of this Section shall be paid with interest at the agreed rate from the date of expense, cost or disbursement involved was due and payable (or paid, if later), to the date paid. If any action, proceeding or claim referred to in the second sentence of this Section 25.2 shall be finally determined or settled in Tenant’s favor, Tenant shall be entitled to offset the amount of its judgment against any amounts otherwise due under this Lease. The parties’ obligations under this Article 25 shall survive the termination of this Lease.

Curing Defaults. Section 25.1 (a) If a party Tenant shall default in the observance or performance of any of its obligations under Section 25.2 Bills for any reasonable expenses actually incurred by the non-defaulting party term, covenant or the Board of Managers condition in this Lease on Tenant's part to be observed or performed, Landlord may, without thereby waiving such default and without liability to Tenant in connection with any therewith, remedy such performance by it default for the account of Tenant (including, without limitation, the defaulting partyright to bond or insure over any mechanics' liens required under Section 5.04 hereof), as well as bills for any property, material, labor or services provided, furnished or rendered, by immediately and without notice in the non-defaulting party or the Board case of Managers or at its instance to the defaulting party shall be rendered monthlyan emergency, or immediatelyin any other case, at the non-defaulting party’s if Tenant shall fail to remedy such default within a reasonable period after notice by Landlord or the Board of Manager’s option, and shall be due and payable within thirty (30) days after rendition. The defaulting party may dispute any such bill provided it pays the amount thereof, without prejudice, when duetime period required by law, and such dispute default causes or permits any condition which interferes with the use by Landlord or any other tenant of any space in the Building, or interferes with the proper and efficient operation of the Building, or is in contravention of any other agreement of which Landlord is a party or to which Landlord is otherwise subject (and of which other agreement Tenant has been given notice). (b) If Landlord makes any expenditures, incurs any obligations for the payment of money in connection therewith, or sustains or incurs any damages or fines, due to such nonobservance or non-performance by Tenant, including, without limitation, reasonable attorneys' fees, court costs and disbursements in instituting, prosecuting or defending any action or proceeding, such sums paid or obligations incurred, together with interest at the Interest Rate and costs, shall be determined paid by arbitration pursuant Tenant to Article 28. Bills for all costsLandlord, expenses and disbursements of every kind and nature whatsoeveras Additional Rent, including reasonable counsel fees, involved in enforcing or endeavoring to enforce any rights against the defaulting party, or to resist or defend any claim, action or proceeding brought by the defaulting party, under or in connection with this Lease, including any such cost, expense and disbursement involved in instituting and prosecuting summary proceedings, may be sent upon final determination or settlement of the action, proceeding or claim involved in the non- defaulting party’s or the Board of Managers’ favor and shall be due and payable within thirty five (30) days after rendition. Any bills referred to in the first sentence of this Section that are not paid within thirty (305) days of rendition of any xxxx or statement to Tenant therefor. (c) Tenant hereby waives Tenant's right, if any, to designate the items against which any payments made by Tenant to Landlord are to be credited and all bills referred Landlord may apply any such payments to in any items Landlord sees fit. (d) For the third sentence purposes of this Section shall be paid with interest at the agreed rate from the date of expense20.01, cost or disbursement involved was due and payable (or paid, if later)a rent b111 sent by first class mail, to the date paidaddress to which notices to be given under this Lease, shall be deemed a proper demand for the payment of the amounts set forth herein. Section 20.02. If any actionthis Lease is terminated under the provisions of Article 18 hereof, proceeding or claim referred to if Landlord shall reenter the Premises under the provisions of Article 19 hereof, Tenant agrees that: (a) the Premises then shall be in the second sentence condition in which Tenant has agreed to surrender the same to Landlord on the Expiration Date; (b) Tenant shall have performed prior to any such termination any covenant of Tenant contained in this Lease for the making of any Alterations or Tenant's Work or for restoring or rebuilding the Premises or the Building, or any part thereof; and (c) for the breach of any covenant of Tenant set. forth above in this Section 25.2 shall be finally determined or settled in Tenant’s favor20.02, Tenant Landlord shall be entitled immediately, without notice or other action by Landlord, to offset recover, and Tenant shall pay, as and for liquidated damages therefor, the amount cost of its judgment against any amounts otherwise due under this Lease. The parties’ obligations under this Article 25 shall survive the termination of this Leaseperforming such covenant (as estimated by an independent contractor selected by Landlord).

Curing Defaults. Section 25.1 If a party shall default Tenant defaults in the performance of any of its obligations under Section 25.2 Bills for under this Lease after the expiration of any reasonable applicable cure periods, Landlord, without waiving such default, may perform such obligation at Tenant's expense: (a) immediately, and without notice, in the case of emergency or if the default (i) materially interferes with the use by any other tenant of the Building, (ii) materially interferes with the efficient operation of the Building, (iii) results in a violation of any federal, state or local law, rule, ordinance or regulation, or (iv) results or will result in a cancellation of any insurance policy maintained by Landlord, and (b) in any other case if such default continues after twenty (20) days from the date Landlord gives notice of Landlord's intention to perform the defaulted obligation (or, if such default cannot be cured within such twenty (20) day period, if Tenant fails to diligently commence such cure within such twenty (20) day period). All costs and expenses actually incurred by the non-defaulting party or the Board of Managers Landlord in connection with any such performance by it and all costs and expenses, including reasonable counsel fees and disbursements, incurred by Landlord in any action or proceeding (including any unlawful detainer proceeding) brought by Landlord to enforce any obligation of Tenant under this lease and/or right of Landlord in or to the Premises, shall be paid by Tenant to Landlord on demand, with interest thereon at the rate provided in this Lease for past due sums from the account of date incurred by Landlord. Except as expressly provided to the defaulting partycontrary in this Lease, as well as bills all costs and expenses which, pursuant to this Lease are incurred by Landlord and payable to Landlord by Tenant, and all charges, amounts and sums payable to Landlord by Tenant for any property, material, labor labor, utility or other services which, pursuant to this Lease or at the request and for the account of Tenant, are provided, furnished or renderedrendered by Landlord, by the non-defaulting party or the Board of Managers or at its instance to the defaulting party shall be rendered monthly, or immediately, at the non-defaulting party’s or the Board of Manager’s option, and shall be become due and payable within thirty (30) days after rendition. The defaulting party may dispute any such bill provided it pays by Tenant to Landlord in accordance with the amount thereof, without prejudice, when due, and such dispute shall be determined by arbitration pursuant to Article 28. Bills for all costs, expenses and disbursements of every kind and nature whatsoever, including reasonable counsel fees, involved in enforcing or endeavoring to enforce any rights against the defaulting party, or to resist or defend any claim, action or proceeding brought by the defaulting party, under or in connection with this Lease, including any such cost, expense and disbursement involved in instituting and prosecuting summary proceedings, may be sent upon final determination or settlement terms of the action, proceeding or claim involved in the non- defaulting party’s or the Board of Managers’ favor and shall be due and payable within thirty (30) days after rendition. Any bills referred rendered by Landlord to in the first sentence of this Section that are not paid within thirty (30) days of rendition and all bills referred to in the third sentence of this Section shall be paid with interest at the agreed rate from the date of expense, cost or disbursement involved was due and payable (or paid, if later), to the date paid. If any action, proceeding or claim referred to in the second sentence of this Section 25.2 shall be finally determined or settled in Tenant’s favor, Tenant shall be entitled to offset the amount of its judgment against any amounts otherwise due under this Lease. The parties’ obligations under this Article 25 shall survive the termination of this Lease.

Curing Defaults. Section 25.1 If a either party shall default in the performance of any of its obligations under Section 25.2 Bills for any reasonable expenses actually incurred by the non-defaulting party is required to perform or the Board of Managers in connection comply with any such performance by it for the account of the defaulting party, as well as bills for any property, material, labor agreement or services provided, furnished or rendered, by the non-defaulting party or the Board of Managers or at its instance to the defaulting party shall be rendered monthly, or immediately, at the non-defaulting party’s or the Board of Manager’s option, provision hereof and shall be due and payable fail to do so within the time provided therefor (or if no time is provided therefore, then within thirty (30) days after rendition. The defaulting written demand for compliance shall have been received by any party may dispute any hereto from the other, unless such bill provided it pays the amount thereof, without prejudice, when due, and such dispute default shall be determined by arbitration pursuant to Article 28. Bills for all costs, expenses and disbursements of every kind and such nature whatsoever, including reasonable counsel fees, involved in enforcing or endeavoring to enforce any rights against the defaulting party, or to resist or defend any claim, action or proceeding brought by the defaulting party, under or in connection with this Lease, including any that same cannot be completely cured within such cost, expense and disbursement involved in instituting and prosecuting summary proceedings, may be sent upon final determination or settlement of the action, proceeding or claim involved in the non- defaulting party’s or the Board of Managers’ favor and shall be due and payable within thirty (30) days after rendition. Any bills referred to in day period but the first sentence of this Section that are not paid curing thereof has been commenced within the said thirty (30) days day period and shall thereafter be continued with reasonable diligence) then, in such case, upon the expiration of rendition the time provided in this Article for the performance or compliance therewith or for the curing of same, the party demanding compliance may perform and all bills referred comply therewith for the account and at the expense of the party failing to in do so; and the third sentence party failing to do so, immediately upon receipt of this Section shall be paid an itemized invoice of the cost and expense thereof, agrees to promptly pay the reasonable cost and expense incurred by the other party hereto, with interest at the agreed rate from of eight (8%) percent per annum to the date payment is received. Should the Tenant be the party failing to make such payment, the cost and expenses thereof shall be charged to Tenant as additional rent, which shall be paid by the Tenant on the next rent payment date following the date of expensereceipt by Tenant such invoice, cost and in the event such additional rent shall not be paid when due, it may be collected in the same manner as is herein provided for the collection of rent. Should the Landlord be the party failing to make such payment to the Tenant, then the Tenant, without impairing or disbursement involved was due affecting any other of its rights, shall have the right to withhold payment of all rent, and payable (or paidadditional rent if any, if later)until Tenant has recouped all such costs and expenses, with interest as aforesaid, to the date paidfull payment is received. If In any actionsuch case, proceeding if Landlord is in default hereunder, Tenant, without impairing or claim referred affecting any other rights it may have for damages or otherwise, shall have the right to in cancel and terminate this lease by giving written notice of Tenant's election to do so; and upon giving such notice the second sentence life of this Section 25.2 lease shall be finally determined or settled cease and come to an end as of the date set forth in Tenant’s favorsaid notice, Tenant shall be entitled to offset with the amount of its judgment against any amounts otherwise due under this Lease. The parties’ obligations under this Article 25 shall survive same force and effect as if the date set forth were the date originally fixed for the termination of the 7 term and of any extended term thereof. In computing the time within which either party is required to comply with any covenant, agreement or provision of this Leaselease, there shall be excluded therefrom periods of reasonable delay on account of war, "labor troubles", "Acts Of God" and other unavoidable delays.

Curing Defaults. Section 25.1 30.01. If a party Tenant shall default in the performance of any of its Tenant’s obligations under Section 25.2 Bills under this Lease, Landlord, without thereby waiving such default, may (but shall not be obligated to) perform the same for the account and at the expense of Tenant, without notice in a case of emergency, and in any other case only if such default continues after the expiration of fifteen (15) days from the date Landlord gives Tenant notice of the default. Charges for any reasonable expenses actually incurred by the non-defaulting party or the Board of Managers Landlord in connection with any such performance by it for the account of the defaulting party, as well as bills for any property, material, labor or services provided, furnished or rendered, by the non-defaulting party or the Board of Managers or at its instance to the defaulting party shall be rendered monthly, or immediately, at the non-defaulting party’s or the Board of Manager’s optionTenant, and shall be due and payable within thirty (30) days after rendition. The defaulting party may dispute any such bill provided it pays the amount thereof, without prejudice, when due, and such dispute shall be determined by arbitration pursuant to Article 28. Bills charges for all costs, expenses and disbursements of every kind and nature whatsoever, including reasonable counsel feesattorneys’ fees and expenses, involved in collecting or endeavoring to collect the Rent or any part thereof or enforcing or endeavoring to enforce any rights against the defaulting party, Tenant or to resist or defend any claim, action or proceeding brought by the defaulting partyTenant’s obligations hereunder, under or in connection with this LeaseLease or pursuant to law, including any such cost, expense and disbursement involved in instituting and prosecuting summary proceedingsproceedings or in recovering possession of the Demised Premises after default by Tenant or upon the expiration of the Term or sooner termination of this Lease, and interest on all sums advanced by Landlord under this Article at the Late Payment Rate or the maximum rate permitted by law, whichever is less, shall be payable by Tenant and may be sent upon final determination invoiced by Landlord to Tenant monthly, or settlement of the actionimmediately, proceeding or claim involved in the non- defaulting partyat any time, at Landlord’s or the Board of Managers’ favor option, and such amounts shall be due and payable within thirty upon demand. 30.02. If Landlord shall default in the performance of any of Landlord’s obligations under this Lease beyond any applicable notice or cure period, Tenant, without thereby waiving such default, may (30but shall not be obligated to) perform the same for the account and at the expense of Landlord, without notice in a case of emergency posing a threat to life or safety or property, and in any other case only if such default continues after the expiration of sixty (60) days after renditionfrom the date Tenant gives Landlord notice of the default and advising Landlord that Tenant intends to exercise its self help rights under this Section 30.02, unless Landlord has commenced and is then diligently pursuing such cure. In the event of an emergency (such emergency posing a threat to life or safety or property) Tenant shall have the right to perform such obligation itself and seek reimbursement from Landlord, but Tenant shall, as soon as practicable, notify Landlord (including, but not limited to telephonic or personal notification) of such emergency. Any bills referred to costs or expenses incurred by Tenant in connection with any such performance by it for the account of Landlord, and interest on all sums advanced by Tenant under this Article at the Prime Rate as announced in the first sentence of this Section that are not paid Wall Street Journal (or a successor index reasonably selected by Landlord), plus two percent (2%) per annum, or the maximum rate permitted by law, whichever is less, shall be payable by Landlord within thirty (30) days of rendition and all demand and, in addition to any other rights or remedies of Tenant under this Lease, any bills referred received by Tenant for same may be sent by Tenant to in the third sentence of this Section shall be paid with interest Landlord for payment by Landlord monthly, or immediately, at the agreed rate from the date of expense, cost or disbursement involved was due and payable (or paid, if later), to the date paid. If any action, proceeding or claim referred to in the second sentence of this Section 25.2 shall be finally determined or settled in Tenant’s favoroption. In no event shall the failure of Landlord to perform any repair or other obligation which is the subject matter hereof, whether or not requested by Tenant, be deemed to be an acknowledgment that the Landlord had a duty or obligation to perform the same. In the event Landlord disputes the necessity of the performance of the repair or other obligation in question, its obligations to make same, or the cost thereof, or if Landlord fails to pay same when due hereunder, Tenant’s remedy shall, subject to Landlord’s and Tenant’s option to require arbitration of such claim under Article 34 hereof, be an action at law to recover such claimed amount and Tenant shall not, in any case, be entitled to any offsets or deductions from Rent. Nothing contained in this Section 30.02 shall be construed to allow or permit Tenant to deduct or offset the amount of its judgment or reduce any amounts due against any amounts otherwise due Rent under this Lease. The parties’ obligations under this Article 25 shall survive the termination of this Lease.

Curing Defaults. Section 25.1 If a party shall default Tenant defaults in the performance of any of its obligations under Section 25.2 Bills for under this Lease, Landlord, without waiving such default, may perform such obligation at Tenant’s expense: (a) immediately, and without notice, in the case of emergency or if the default (i) materially interferes with the use by any reasonable other tenant of the Building, (ii) materially interferes with the efficient operation of the Building, (iii) results in a violation of any federal, state or local law, rule, ordinance or regulation, or (iv) results or will result in a cancellation of any insurance policy maintained by Landlord, and (b) in any other case if such default continues after ten (10) days from the date Landlord gives notice of Landlord’s intention to perform the defaulted obligation. All costs and expenses actually incurred by the non-defaulting party or the Board of Managers Landlord in connection with any such performance by it and all costs and expenses, including reasonable counsel fees and disbursements, incurred by Landlord in any action or proceeding (including any unlawful detainer proceeding) brought by Landlord to enforce any obligation of Tenant under this lease and/or right of Landlord in or to the Premises, shall be paid by Tenant to Landlord on demand, with interest thereon at the rate provided in this Lease for past due sums from the account of date incurred by Landlord. Except as expressly provided to the defaulting partycontrary in this Lease, as well as bills all costs and expenses in connection with such obligation which, pursuant to this Lease are incurred by Landlord and payable to Landlord by Tenant, and all charges, amounts and sums payable to Landlord by Tenant for any property, material, labor labor, utility or other services which, pursuant to this Lease or at the request and for the account of Tenant, are provided, furnished or renderedrendered by Landlord, by the non-defaulting party or the Board of Managers or at its instance to the defaulting party shall be rendered monthly, or immediately, at the non-defaulting party’s or the Board of Manager’s option, and shall be become due and payable within thirty (30) days after rendition. The defaulting party may dispute any such bill provided it pays by Tenant to Landlord in accordance with the amount thereof, without prejudice, when due, and such dispute shall be determined by arbitration pursuant to Article 28. Bills for all costs, expenses and disbursements of every kind and nature whatsoever, including reasonable counsel fees, involved in enforcing or endeavoring to enforce any rights against the defaulting party, or to resist or defend any claim, action or proceeding brought by the defaulting party, under or in connection with this Lease, including any such cost, expense and disbursement involved in instituting and prosecuting summary proceedings, may be sent upon final determination or settlement tern’s of the action, proceeding or claim involved in the non- defaulting party’s or the Board of Managers’ favor and shall be due and payable within thirty (30) days after rendition. Any bills referred rendered by Landlord to in the first sentence of this Section that are not paid within thirty (30) days of rendition and all bills referred to in the third sentence of this Section shall be paid with interest at the agreed rate from the date of expense, cost or disbursement involved was due and payable (or paid, if later), to the date paid. If any action, proceeding or claim referred to in the second sentence of this Section 25.2 shall be finally determined or settled in Tenant’s favor, Tenant shall be entitled to offset the amount of its judgment against any amounts otherwise due under this Lease. The parties’ obligations under this Article 25 shall survive the termination of this Lease.

Curing Defaults. Section 25.1 27.01. If a party Tenant shall default in the performance of any of Tenant’s obligations under this lease and such default shall continue after notice and the expiration of any applicable cure period, Landlord, any Superior Lessor or any Superior Mortgagee without thereby waiving such default, may (but shall not be obligated to) perform the same for the account and at the expense of Tenant, without notice in a case of emergency, and in any other case only if such default continues after the expiration of the applicable grace period, if any. If Landlord effects such cure by bonding any lien which Tenant is required to bond or otherwise discharge, Tenant shall obtain and substitute a bond for Landlord’s bond at its obligations undersole cost and expense and reimburse Landlord for the cost of Landlord’s bond. Section 25.2 27.02. Bills for any reasonable bona fide expenses actually incurred by the non-defaulting party Landlord or the Board of Managers any Superior Lessor or any Superior Mortgagee in connection with any such performance by it for the account of the defaulting party, as well as bills for any property, material, labor or services provided, furnished or rendered, by the non-defaulting party or the Board of Managers or at its instance to the defaulting party shall be rendered monthly, or immediately, at the non-defaulting party’s or the Board of Manager’s optionTenant, and shall be due and payable within thirty (30) days after rendition. The defaulting party may dispute any such bill provided it pays the amount thereof, without prejudice, when due, and such dispute shall be determined by arbitration pursuant to Article 28. Bills bills for all costs, expenses and disbursements of every kind and nature whatsoever, including reasonable counsel fees, involved in collecting or endeavoring to collect the Fixed Rent or Additional Charges or any part thereof or enforcing or endeavoring to enforce any rights against the defaulting party, Tenant or to resist or defend any claim, action or proceeding brought by the defaulting partyTenant’s obligations hereunder, under or in connection with this Leaselease or pursuant to law, including any such cost, expense and disbursement involved in instituting and prosecuting summary proceedingsproceedings or in recovering possession of the Premises after default by Tenant or upon the expiration or sooner termination of this lease, and interest on all sums advanced by Landlord or such Superior Lessor or Superior Mortgagee under this Section 27.02 and/or Section 27.01 (at the Interest Rate or the maximum rate permitted by law, whichever is less) may be sent upon final determination by Landlord or settlement of the actionsuch Superior Lessor or Superior Mortgagee to Tenant monthly, proceeding or claim involved in the non- defaulting party’s or the Board of Managers’ favor immediately, at its option, and such amounts shall be due and payable within thirty (30) days after rendition. Any bills referred to as Additional Charges in accordance with the first sentence terms of this Section that are not paid within thirty (30) days of rendition and all bills referred to in the third sentence of this Section shall be paid with interest at the agreed rate from the date of expense, cost or disbursement involved was due and payable (or paid, if later), to the date paid. If any action, proceeding or claim referred to in the second sentence of this Section 25.2 shall be finally determined or settled in Tenant’s favor, Tenant shall be entitled to offset the amount of its judgment against any amounts otherwise due under this Lease. The parties’ obligations under this Article 25 shall survive the termination of this Leasesuch bills.

Curing Defaults. Section 25.1 (a) If a party Tenant shall default be in default, beyond any applicable notice and cure period, in the performance of any of its obligations under Section 25.2 Bills hereunder, Landlord, without any obligation to do so, in addition to any other rights it may have in law or equity, may elect to cure such default on behalf of Tenant after ten (10) days written notice (except in the case of emergency or waste to the Building) to Tenant. Tenant shall reimburse Landlord upon demand for any reasonable expenses actually sums paid or costs incurred by Landlord in curing such default, including interest thereon from the non-defaulting party or the Board respective dates of Managers in connection Landlord's incurring such costs, which sums and costs together with any such performance by it for the account of the defaulting party, as well as bills for any property, material, labor or services provided, furnished or rendered, by the non-defaulting party or the Board of Managers or at its instance to the defaulting party interest shall be rendered monthly, deemed additional rent. (b) If Landlord shall default in the performance or immediately, at the non-defaulting party’s observance of any agreement or the Board of Manager’s optioncondition in this lease contained on its part to be performed or observed, and Landlord shall be due and payable not cure such default within thirty (30) days or sooner period m the event of an emergency after rendition. The defaulting party may dispute any notice from Tenant specifying the default, or, if such bill provided it pays the amount thereof, without prejudice, when due, and default is not able to be cured within such dispute shall be determined by arbitration pursuant to Article 28. Bills for all costs, expenses and disbursements of every kind and nature whatsoever, including reasonable counsel fees, involved in enforcing or endeavoring to enforce any rights against the defaulting party, or to resist or defend any claim, action or proceeding brought by the defaulting party, under or in connection with this Lease, including any such cost, expense and disbursement involved in instituting and prosecuting summary proceedings, may be sent upon final determination or settlement of the action, proceeding or claim involved in the non- defaulting party’s or the Board of Managers’ favor and shall be due and payable within thirty (30) day period, Landlord has not during such thirty (30) day period commenced to cure such default and thereafter diligently and continuously pursues curing such default, Tenant may, at any a thereafter, cure such default for the account of Landlord, and all reasonable amounts paid or all reasonable contractual liabilities incurred by Tenant in so doing shall be deemed paid or incurred for the account of Landlord, and Landlord agrees to reimburse Tenant within ten (10) days after renditionof demand therefore; provided that Tenant may, without waiving any claim for damages on account of such breach, cure any such default as aforesaid prior to the expiration of said thirty (30) day period, if the curing of such default prior to the expiration of said thirty (30) day period is reasonably necessary to protect the Premises or Tenant's interest therein, or to prevent injury or damage to persons or property so long as Tenant first uses reasonable efforts to notify Landlord of the need for such repair and permits Landlord a reasonable opportunity to cure such default. (c) In the event Landlord fails to perform any repair obligations under Section 7(d)(ii) hereof, Tenant shall send Landlord written notice of such failure. Any bills referred If Landlord fails to in the first sentence of this Section that are not paid initiate and diligently pursue such repair within thirty (30) days of rendition and all bills referred to in the third sentence of this Section shall be paid with interest at the agreed rate from the date of expense, cost or disbursement involved was due and payable (or paid, if later), to the date paid. If any action, proceeding or claim referred to in the second sentence of this Section 25.2 shall be finally determined or settled in Tenant’s favorsuch notice, Tenant shall send Landlord a second written notice of such failure. If and only if Landlord fails to initiate and diligently pursue such repair within fifteen (15) days of such second notice, Tenant may make such repair pursuant to its rights noted in Section 22(b) above and shall send Landlord a notice of such event. Landlord and Tenant shall then each select an institutional third party property manager who shall together select a third institutional third party property manager (the "Evaluator"). The Evaluator shall determine and/or engage other professionals to assist in the determination, within thirty (30) days of its engagement, all at the sole cost of Tenant, whether Landlord should have performed the requested repair pursuant to the terms of this lease. The parties agree that Tenant shall bear the burden to document the need for such repair and any such failure shall be entitled construed against Tenant. The determination by the Evaluator shall not be evidence of whether such repair is required hereunder and shall be of no affect, except to permit Tenant to take the actions noted in this Section 22(c) and shall in no way limit Landlord's right to bring an action against Tenant for such nonpayment of Rent, its costs incurred pursuant to such action and interest thereon, and including without limitation, attorney's fees and costs. If the Evaluator determines that Landlord should have performed such repair, Tenant may offset the amount commercially reasonable cost of such repair against Rent due hereunder. If, however, the Evaluator determines that the repair was not required hereunder, then, without limiting Tenant's right to bring an action for the payment of the reasonable cost of such repair if required to be made by Landlord hereunder, its judgment against any amounts otherwise costs incurred pursuant to such action and interest thereon, and including without limitation, attorney's fees and costs, Tenant may not offset as noted above and shall pay all sums due under this Lease. The parties’ obligations under this Article 25 shall survive the termination of this Leasehereunder as they become due.