Common use of Landlord Default Clause in Contracts

Landlord Default. If Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.

Landlord Default. If Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Property Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Property Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.

Landlord Default. If Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Property Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Property Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after LandlordXxxxxxxx’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.

Landlord Default. If Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s 's obligation pursuant to this Agreement, and any such default shall continue for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” "LANDLORD DEFAULT" by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ ' fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s 's invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s 's Notice of dispute, either may submit the matter for resolution in accordance with Article 22.

Landlord Default. If Landlord shall be in default in the performance or observance of any of its covenants or obligations set forth in under this Agreement or any Lease (a “Landlord Default”) if Landlord fails to perform an obligation required of Landlord, if anyor to correct a representation or warranty of Landlord made, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of Lease within thirty (30) days after Notice thereof from notice by Tenant to Landlord and the holder of any applicable Facility Mortgageemortgage or deed of trust covering the Property whose name and address have been furnished to Tenant, or specifying the respects in which Landlord has failed to perform such additional period as may be reasonably required obligation, and such holder fails to correct the same, Tenant may declare the occurrence of a “Landlord Default” by perform such obligation within a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses thirty (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before 30)-day period commencing on the expiration of such first thirty (30)-day period; provided, however, that if the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefornature of such obligation is such that more than thirty (30) days are reasonably required for performance or cure, no Landlord Default shall be deemed occur if Landlord or such holder commences performance or cure within its thirty (30)-day cure period and thereafter diligently prosecutes the same to completion. In no event may Tenant terminate this Lease or withhold the payment of rent or other charges provided for in this Lease as a result of a Landlord Default, unless Tenant first obtains a judicial order expressly authorizing Tenant to do so pursuant to a judicial proceeding, notice of which has been given to Landlord by personal service as required by the Utah Rules of Civil Procedure for such proceeding. Subject to the foregoing provisions of this Paragraph 16.4 and to the provisions of Paragraph 22.8, in the event of a Landlord Default, Tenant shall have occurred the right to pursue all rights and remedies (legal and equitable) available to Tenant under Utah law. Notwithstanding the foregoing portion of this Paragraph 16.4, on receipt of any notice of default from Tenant, Landlord shall promptly commence, and thereafter diligently prosecute to completion, the cure of such default, whether or not Tenant gives notice of such default to the holder of any mortgage or deed of trust covering the Property whose name and address have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, been furnished to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22Tenant.

Landlord Default. If Landlord shall default in the performance fail to pay when due any amounts required to be paid by Landlord under this Lease or observance of to observe any of its the covenants or obligations set forth in on Landlord's part to be performed under this Agreement Lease or to comply with any obligation other provisions of this Lease, such act or omission shall constitute a default by Landlord under this Lease. In the event of a default by Landlord, Tenant may give written notice to Landlord and if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant Landlord thereafter fails to this Agreement, and cure any such default shall continue for a period involving the payment of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute money within ten (10) days after Landlord’s Notice the date on which such notice was given, or if the default involves some act or omission other than the payment of disputemoney and shall not be cured within thirty (30) days after the date on which such notice was given (provided, either may submit however, if the matter for resolution default involves some act or omission other than the payment of money which cannot be cured within thirty (30) days after the date on which such notice was given, Tenant shall not exercise any of its remedies unless the cure thereof is not undertaken promptly within such period and thereafter expeditiously completed), then Tenant may, at Tenant's option, perform any such term, provision or condition and any payments made by Tenant in accordance connection therewith shall be immediately due and owing by Landlord to Tenant, and Tenant shall have the right to deduct the amount thereof, together with Article 22the interest at the maximum legal rate thereon, from the Fixed Rents then due or thereafter coming due under this Lease. In addition, Tenant shall have a right to terminate this Lease or exercise any other remedies available to it under Texas law.

Landlord Default. If Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for have a period of thirty (30) days after Notice thereof from the date of written notice from Tenant within which to cure any default of Landlord under this Lease; provided, however, that with respect to any default that cannot reasonably be cured within thirty (30) days, the default shall not be deemed to be uncured if Landlord commences to cure within thirty (30) days from Tenant’s notice and continues to prosecute diligently the curing thereof to completion. Tenant agrees to deliver to any Mortgagee a copy of any Notice of Default served upon the Landlord in the manner prescribed by Paragraph 26 hereof, provided that prior to such notice Tenant has been notified in writing (by way of Notice of Assignment of Rents and Leases, or otherwise) of the address of such Mortgagee. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee shall have an additional thirty (30) days (provided that Tenant notifies Mortgagee concurrently with Tenant’s notice to Landlord and any applicable Facility Mortgageeat the beginning of Landlord’s thirty (30) day period; otherwise Mortgagee shall have sixty (60) days from the date on which it is noticed) within which to cure such default or if such default cannot be cured within that time, or then the cure period shall be extended for such additional period time as may be reasonably required necessary to correct cure such default if within such applicable period Mortgagee has commenced and is diligently pursuing the sameremedies necessary to cure such default (including, Tenant may declare the occurrence but not limited to, commencement of a “Landlord Default” by a second Notice foreclosure proceedings, if necessary to Landlord and to effect such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forthcure), in reasonable detail, which event the basis therefor, no Landlord Default Lease shall not be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any terminated while such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22remedies are being so diligently pursued.

Landlord Default. If Landlord shall be in default in the performance or observance of any of its covenants or obligations set forth in under this Agreement or Lease if Landlord fails to: (a) pay any obligation of LandlordLandlord under this Lease or any mortgage, if anytrust deed, under any agreement judgment, assessment, tax or other encumbrance affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute Premises within ten (10) days after receipt of notice from Tenant stating the obligation Landlord has failed to pay; or (b) perform any other act or acts required of Landlord by this Lease and if such failure continues for thirty (30) days after receipt of notice from Tenant (provided that if the obligation is such that it is not capable of being cured with said 30-day period Landlord shall not be in default hereunder if it commences to cure such breach within thirty (30) days after receipt of notice from Tenant stating the obligation Landlord has failed to perform, and thereafter Landlord diligently pursues the required performance to completion). In the event of a default by Landlord’s Notice , Tenant may pay or perform any obligation of disputeLandlord, either in addition to the right to exercise all other legal and equitable remedies of Tenant. If Tenant elects to pay or perform any Landlord obligation, Landlord shall, within ten (10) days of demand, reimburse Tenant the full amount paid or costs or expenses so incurred by Tenant. If Landlord fails to timely pay or reimburse Tenant for any amount owed to Tenant under this Lease by Landlord (including any indemnification obligation under Section 11.3, Section 29 or Section 30 hereof), Tenant may submit offset the matter for resolution amount so owed or to be reimbursed against Rent along with interest at the Interest Rate plus three (3) percent until paid in accordance with Article 22full. Any such deduction or offset shall not constitute a default in the payment of Rent unless Tenant shall fail to pay the amount of such deduction to Landlord within thirty (30) days after final adjudication that such amount is owing to Landlord.

Landlord Default. If Landlord shall not be in default or liable for damages under this Lease unless Landlord fails to perform obligations required of Landlord within a reasonable time, but in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any no event shall such default shall failure continue for a period of more than thirty (30) days after Notice thereof written notice from Tenant specifying the nature of Landlord’s failure; provided, however, that if the nature of Landlord’s obligation is such that more than thirty (30) days are required for its performance, then Landlord shall not be in default if Landlord commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion. In no event shall Tenant have the right to terminate or cancel this Lease or to withhold or xxxxx rent or to set off any Claims against Rent as a result of any default or breach by Landlord of any of its covenants, obligations, representations, warranties or promises hereunder, except as may otherwise be expressly set forth in this Lease. In the event that Landlord shall fail or neglect to keep and perform any applicable Facility Mortgageeof the covenants, conditions and agreements contained herein, and such failure or neglect is not remedied within thirty (30) days (or such additional period as is either otherwise provided herein or as may reasonably be reasonably required to correct the samefailure or neglect with the exercise of due diligence) after receipt of written notice from Tenant specifying the failure or neglect, then Tenant may declare shall have all rights at law and in equity and Tenant shall be entitled to seek monetary damages from Landlord for such failure or neglect. Notwithstanding anything to the occurrence of a “contrary contained in this Lease, if Landlord Default” by a second Notice is in default under this Lease and any applicable Security Holder has also failed to Landlord and cure such default within the cure period specified in Section 18.2, Tenant, in addition to such Facility Mortgagee. Thereafterpursuing any or all other remedies at law or in equity, Tenant may forthwith shall have the right to take commercially reasonable actions to cure the same Landlord’s default and, subject if Landlord fails to reimburse Tenant for the provisions of the following paragraphreasonable out-of-pocket costs, invoice Landlord for costs fees and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing taking such curative actions, within thirty (30) days after demand therefor, accompanied by supporting evidence of the sameexpenses incurred by Tenant where applicable, together with interest thereon Tenant (i) shall have the right to offset such amount from Base Rent (subject to the extent permitted following paragraph), or (ii) may bring an action for damages against Landlord to recover such costs, fees and expenses, and reasonable attorney’s fees incurred by law) from Tenant in bringing such action for damages. Notwithstanding the date Landlord receives foregoing, in the event Landlord’s default is materially interfering with the operation of Tenant’s invoice until paid, business at the Overdue Rate. Premises for more than seventy-two (72) hours, Tenant shall have no the right to terminate this Agreement for any cure such default by on Landlord’s behalf upon the expiration of such 72-hour period; provided, however, the foregoing right to cure shall not apply if Landlord hereunder commences to cure such default within said 72-hour period and no rightthereafter diligently pursues such cure to completion. If Tenant desires to exercise the right of offset described in the preceding paragraph, for any Tenant shall deliver a written notice (“Tenant’s Offset Notice”) to Landlord stating its intent to exercise the offset right and shall not begin exercising the offset right until thirty (30) days after delivery of such default, to offset or counterclaim against any Rent or other charges due hereundernotice. If Landlord delivers a written notice to Tenant within fifteen (15) days after receipt of Tenant’s Offset Notice contesting Tenant’s right to offset the amounts specified in Tenant’s Offset Notice (with an explanation of Landlord’s objections), Tenant shall in good faith not offset any Base Rent payment until the dispute the occurrence of any is resolved. If Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof objects to Tenant’s offset right, setting fortheither party may commence litigation in an appropriate forum to resolve the dispute; provided, in reasonable detail, the basis therefor, no that Tenant or Landlord Default shall be deemed may elect to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereofsuch dispute resolved through binding arbitration described below. If Tenant either (a) obtains a written decision from the arbitration tribunal in the arbitration proceeding confirming Landlord’s obligation to reimburse Tenant, or (b) obtains a judgment as a result of the litigation against Landlord confirming Landlord’s obligation to reimburse Tenant, then Tenant may offset the amount of such judgment or decision against Base Rent. Any dispute relating to Tenant’s right to offset against Base Rent amounts owed to Tenant by Landlord may, at Tenant’s or Landlord’s election, be resolved by expedited arbitration as follows: the dispute shall be resolved by a single arbitrator before the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules of the AAA modified as follows: (i) the total time from date of demand for arbitration to final award shall not exceed forty-five (45) days; (ii) all notices may be by telephone or other electronic communication with later confirmation in writing; (iii) the time, date, and Landlord place of the hearing shall failbe set by the arbitrator in his or her sole discretion, in good faith, to resolve any such dispute provided that there shall be at least ten (10) Business Days prior notice of the hearing; (iv) there shall be no post-hearing briefs; (v) there shall be no discovery except by order of the arbitrator; and (vi) the arbitrator shall issue his or her award within ten (10) days Business Days after Landlord’s Notice the close of disputethe hearing. The arbitration shall be held in the county in which the Premises are located. The decision of the arbitrator shall be final and binding on the parties and judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The fees and expenses of the arbitrator shall be paid by the non-prevailing party. Notwithstanding anything to the contrary contained herein, either may submit in no event shall Tenant be permitted to offset more than twenty-five percent (25%) of each monthly installment of Base Rent unless a greater deduction is required to fully recover the matter for resolution in accordance with Article 22amount by the end of the Lease Term.

Landlord Default. If Landlord shall default in the performance or observance of any of its covenants or express obligations set forth in this Agreement or Lease (subject to any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not applicable notice and cure periods) and such default affects Tenant’s obligation pursuant to this Agreement, and any such default shall continue use of the Premises for a period of thirty (30) days after Notice written notice thereof from Tenant (or, if such default cannot reasonably be cured within such thirty (30) day period, such longer period as is reasonably required under the circumstances so long as Landlord has in good faith commenced such cure within such thirty (30) day period and thereafter prosecutes the same with reasonable diligence to completion), then Tenant may (but shall not be obligated) immediately or at any time thereafter, upon written notice to Landlord, perform the obligation of Landlord under this Section 8.19, provided that all work to perform the obligation (x) is performed solely within the Premises, (y) does not affect any equipment or facilities serving other tenants (if any) and (z) is performed in a good and workmanlike manner by a contractor experienced in the applicable discipline. If Tenant, in connection therewith, makes any expenditure or incurs any obligations for the payment of money, then Landlord shall reimburse Tenant all sums so paid or incurred, within thirty (30) days after written demand to Landlord therefor accompanied by reasonable back-up documentation. In the event that Landlord has not reimbursed such amounts to Tenant within such thirty (30) day period, then Tenant may receive a credit against Annual Fixed Rent due under this Lease pursuant to the express provisions of this Section 8.19. After the expiration of such thirty (30) day period after Tenant has demanded reimbursement for such sums, Tenant shall provide written notice that Landlord has not reimbursed such amounts to Landlord and any applicable Facility Mortgageemortgagee of Landlord of whom Tenant has been given written notice (and such notice from Tenant to such mortgagee shall include, or at a minimum, the amount due to Tenant as well as a copy of Tenant’s original reimbursement request to Landlord [including the back-up documentation submitted therewith]). If such additional period reimbursement has not been paid to Tenant within thirty (30) days after Landlord and, if applicable, such mortgagee(s) have been given such notice, then Tenant shall receive a credit against the following payment of Annual Fixed Rent due to Landlord equal to the amount of such unpaid reimbursement; provided that (x) in the event Landlord disputes in good faith any amounts claimed by Tenant, Tenant shall not be entitled to a credit with respect to such disputed amounts (but may receive a credit with respect to any amounts not in dispute) until the dispute is resolved by arbitration as set forth below and (y) such credit shall not exceed twenty percent (20%) of the amount of Annual Fixed Rent due for any given month (provided that Tenant may be reasonably required provided such credit for multiple months until Tenant has received the full amount of credit due). In the event that Tenant is entitled to correct such a credit, and Tenant has not been provided such credit due to the samelimitation set forth in clause (y) of the foregoing sentence, then Landlord shall pay the amount of such credit to Tenant may declare within thirty (30) days after the occurrence expiration the Term or the earlier termination of a “Landlord Default” this Lease (provided that such payment to Tenant shall be reduced by a second Notice any outstanding amounts due to Landlord from Tenant at such time). If Landlord disputes in good faith any amount claimed by Tenant under this Section 8.19, and if such dispute has not been settled by agreement, either party may submit the dispute to such Facility Mortgagee. Thereafter, Tenant may forthwith cure arbitration in accordance with the same commercial arbitration rules of the American Arbitration Association within thirty (30) days after Tenant’s second written demand for reimbursement was submitted to Landlord and, subject to if applicable, Landlord’s mortgagee(s). The arbitration panel shall consist of one (1) person selected by each of Landlord and Tenant, and a third arbitrator jointly selected by the provisions first two arbitrators. The arbitration shall be conducted in Boston, Massachusetts. None of the following paragraph, invoice arbitrators shall have a then existing contractual or attorney-client relationship with Landlord for costs or Tenant. The arbitrators shall render a written decision stating the reasons therefor. The decision of the arbitrators shall be final and expenses (including reasonable binding on Landlord and Tenant and judgment thereon may be entered in any court of competent jurisdiction. The prevailing party in such proceeding shall be entitled to claim and collect its reasonably incurred third-party attorneys’ fees and court costs) in connection with such arbitration from the other party, as well as any reasonable costs incurred by Tenant in curing the same, together with interest thereon (on account of payment to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22three arbitrators.

Landlord Default. If Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Property Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord DefaultLANDLORD DEFAULT” by a second Notice to Landlord and to such Facility Property Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article ARTICLE 22.

Landlord Default. If Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s 's obligation pursuant to this Agreement, and any such default shall continue for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Property Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” "LANDLORD DEFAULT" by a second Notice to Landlord and to such Facility Property Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ ' fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s 's invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s 's Notice of dispute, either may submit the matter for resolution in accordance with Article ARTICLE 22.

Landlord Default. If Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s 's obligation pursuant to this Agreement, and any such default shall continue for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “"Landlord Default” " by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ ' fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s 's invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s 's Notice of dispute, either may submit the matter for resolution in accordance with Article 22.

Landlord Default. If In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give any Mortgagee (as defined in Section 21), by registered mail, a copy of any notice of default which is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing (whether by way of notice of an assignment of lease, request to execute an estoppel letter, or otherwise), of the address of any such Mortgagee. Tenant further agrees that if Landlord shall have failed to cure such default in within the performance time provided by law or observance of any of its covenants or obligations set forth such additional time as may be provided in this Agreement Lease or any obligation of such notice to Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default Mortgagee shall continue for have a period of thirty (30) days after Notice thereof from Tenant the last date on which Landlord could have cured such default within which such Mortgagee will be permitted, but not be obligated, to Landlord and any applicable Facility Mortgageecure such default. If such default cannot be cured within such thirty-(30)-day period, or then such Mortgagee shall have such additional period time as may be reasonably required necessary to correct the samecure such default, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject if prior to the provisions end of such thirty-(30)-day period such Mortgagee has commenced and is diligently pursuing such cure or the following paragraphremedies under the Mortgage necessary for Mortgagee to be able to effect such cure, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. which event Tenant shall have no right with respect to such default while such cure and remedies are being diligently pursued by such Mortgagee. Except as may be expressly provided in this Lease, in no event shall Tenant have the right to terminate the Lease nor shall Tenant’s obligation to pay Base Rent or other charges under this Agreement for Lease xxxxx based upon any default by Landlord hereunder and of its obligations under the Lease. In no right, for any such default, to offset event shall Landlord or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and LandlordRelated Party ever be liable to Tenant for loss of profits, before the expiration loss of the applicable cure periodbusiness, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If or indirect or consequential damages suffered by Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22from whatever cause.

Landlord Default. If Notwithstanding anything to the contrary set forth in this Lease, Landlord shall be in default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation required to be performed by Landlord pursuant to this Agreement, and any Lease if Landlord fails to perform such default shall continue for a period of obligation within thirty (30) days after Notice thereof the receipt of written notice from Tenant specifying in detail Landlord’s failure to perform; provided, however, if the nature of Landlord’s obligation is such that more than thirty (30) days are required for its performance, then Landlord shall not be in default under this Lease if it shall commence such performance within such thirty (30) day period and thereafter diligently pursues the same to completion. Tenant shall provide a copy of any notice of default given to Landlord to Landlord’s mortgagee and Landlord’s mortgagee shall have the right to cure any applicable Facility Mortgageesuch default on behalf of the Landlord within thirty days after the receipt of such notice, or provided, however, if the nature of Landlord’s obligation is such additional that more than thirty (30) days are required for its performance, then Landlord shall not be in default under this Lease if Landlord’s mortgagee shall commence such performance within such thirty (30) day period as may be reasonably required and thereafter diligently pursues the same to correct the samecompletion. Upon any such default by Landlord (following such notice and opportunity to cure) under this Lease, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereaftermay, Tenant may forthwith cure the same and, subject except as otherwise specifically provided in this Lease to the provisions contrary, exercise any of the following paragraphits rights provided at law or in equity, invoice Landlord for costs provided, however, except as expressly provided in SECTIONS 11.1, and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same13.1, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to offset or withhold the payment of Rent or to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute Lease as the occurrence result of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22default.

Landlord Default. If Landlord shall be in default in under this Lease if Landlord fails to (a) pay to Tenant any amount required to be paid by Landlord to Tenant hereunder (including, without limitation, any allowances payable to Tenant under this Lease) within the performance time period specified herein, and such failure continues for five (5) days following Tenant’s written notice to Landlord; or observance of (b) perform any of its covenants or other obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, hereunder and any such default shall continue failure continues for a period of thirty (30) days after Notice thereof from Tenant delivers to Landlord written notice of such failure (or three business days if Tenant reasonably believes that the situation in question is an emergency); however, Landlord shall use all commercially reasonable efforts to commence such cure as soon as reasonably practicable following Tenant’s written notification. If the non-monetary default in question is not an emergency, if Landlord has exercised reasonable diligence to cure such failure and any applicable Facility Mortgageesuch failure cannot be cured within such 30 day period despite reasonable diligence, or such additional period as may Landlord shall not be reasonably required in default under this subparagraph unless Landlord fails thereafter diligently and continuously to correct prosecute the samecure to completion. If Landlord fails to perform its non-monetary obligations within the time periods set forth in this Section 14.2, then Tenant may declare the occurrence of a “perform such obligations and Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, shall reimburse Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for all reasonable costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together connection with interest thereon performing such obligations within thirty (to the extent permitted by law30) from the date Landlord receives days after Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunderwritten demand therefor. If Landlord shall fails to reimburse Tenant the amount owed pursuant to this Section within the time period set forth in good faith dispute this Section, or if Landlord fails within the occurrence time period specified by this Section to pay any amounts described in clauses (a) and (b) of any this Section 14.2, Tenant may file suit against Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22recover its actual charges.

Landlord Default. If Notwithstanding anything to the contrary set forth in this Lease, Landlord shall be in default in the performance or observance of any of its covenants or obligation required to be performed by Landlord pursuant to this Lease (including, without limitation, the failure to cause Master Landlord to provide and/or perform any services and obligations as set forth in this Agreement Lease) if (i) in the event a failure by Landlord is with respect to the payment of money, or any is in connection with Section 23.19 below, Landlord fails to perform such obligation in question within ten (10) business days after the receipt of written notice from Tenant specifying in reasonable detail Landlord’s failure to perform; or (ii) in the event a failure by Landlord is other than (i) above, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s Landlord fails to perform such obligation pursuant to this Agreement, and any such default shall continue for a period of within thirty (30) days after Notice thereof the receipt of written notice from Tenant specifying in reasonable detail Landlord’s failure to perform; provided, however, if the nature of Landlord’s obligation is such that more than thirty (30) days are required for its performance, then Landlord shall not be in default under this Lease if Landlord commences such performance within such thirty (30) day period and thereafter diligently pursues the same to completion. Upon any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the samedefault by Landlord under this Lease, Tenant may declare the occurrence exercise any and all of a “its rights and remedies provided at law and/or in equity. In addition, upon any uncured monetary default by Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafterunder this Lease, Tenant may forthwith cure offset such amounts against the Rent next due and payable under this Lease so long as such failure to make such Meet Me Room Sublease payment continues for an additional ten (10) business days after notice from Tenant that Tenant intends to exercise such offset right under this Section 18.3. Further, if Landlord fails to pay any monetary amounts payable under the Service Provider Agreement as and when due thereunder (which payment is not timely disputed by Landlord in the manner permitted under the Service Provider Agreement), and such failure continues for more than ten (10) business days after written notice from Tenant that the same andwas not paid when due, subject to then Tenant may offset such unpaid and undisputed amounts against the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (Rent next due an payable under this Lease to the extent permitted by law) from in the date Service Provider Agreement. If Master Landlord receives fails to perform any of its obligations under the Master Lease, or if Landlord otherwise fails to cause Master Landlord to perform the obligations required under this Lease (including, without limitation, as a result of any bankruptcy proceeding involving Master Landlord or Landlord as the debtor), then, without limiting any of Tenant’s invoice until paidother rights or remedies, at Tenant shall be subrogated to any rights and/or claims Landlord may have against Master Landlord and/or any of the Overdue Rate. Master Landlord Parties in connection therewith (and, without limiting the foregoing Tenant shall have no right to terminate this Agreement all other subrogation and similar rights as may be available at law and/or in equity). Notwithstanding the foregoing, Landlord shall not be liable for any default by Landlord hereunder and no rightindirect, for any such defaultspecial, to offset punitive or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22consequential damages.

Landlord Default. If Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for have a period of thirty (30) days after Notice thereof from the date of written notice from Tenant within which to cure any default of Landlord under this Lease; provided, however, that with respect to any default that cannot reasonably be cured within thirty (30) days, the default shall not be deemed to be uncured if Landlord commences to cure within thirty (30) days from Tenant's notice and continues to prosecute diligently the curing thereof. Tenant agrees to deliver to any Mortgagee a copy of any Notice of Default served upon the Landlord in the manner prescribed by Paragraph 26 hereof, provided that prior to such notice Tenant has been notified in writing (by way of Notice of Assignment of Rents and Leases, or otherwise) of the address of such Mortgagee. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee shall have an additional thirty (30) days (provided that Tenant notifies Mortgagee concurrently with Tenant's notice to Landlord and any applicable Facility Mortgageeat the beginning of Landlord's thirty (30) day period; otherwise Mortgagee shall have sixty (60) days from the date on which it is noticed) within which to cure such default or if such default cannot be cured within that time, or then such additional period time as may be reasonably required necessary to correct cure such default shall be granted if within such applicable period Mortgagee has commenced and is diligently pursuing the sameremedies necessary to cure such default (including, Tenant may declare the occurrence but not limited to, commencement of a “Landlord Default” by a second Notice foreclosure proceedings, if necessary to Landlord and to effect such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forthcure), in reasonable detail, which event the basis therefor, no Landlord Default Lease shall not be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any terminated while such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22remedies are being so diligently pursued.

Landlord Default. If Landlord shall be in default in the performance or observance of any of its covenants or obligations set forth in under this Agreement or any Lease (a “Landlord Default”) if Landlord fails to perform an obligation required of Landlord, if anyor to correct a representation or warranty of Landlord made, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of Lease within thirty (30) days after Notice thereof from notice by Tenant to Landlord and the holder of any applicable Facility Mortgageemortgage or deed of trust covering the Property whose name and address have been furnished to Tenant, or specifying the respects in which Landlord has failed to perform such additional period as may be reasonably required obligation, and such holder fails to correct the same, Tenant may declare the occurrence of a “Landlord Default” by perform such obligation within a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses thirty (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before 30)-day period commencing on the expiration of such first thirty (30)-day period; provided, however, that if the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefornature of such obligation is such that more than thirty (30) days are reasonably required for performance or cure, no Landlord Default shall be deemed occur if Landlord or such holder commences performance or cure within its thirty (30)-day cure period and thereafter diligently prosecutes the same to completion. In no event may Tenant terminate this Lease or withhold the payment of Rent or other charges provided for in this Lease as a result of a Landlord Default, unless Tenant first obtains a judicial order expressly authorizing Tenant to do so pursuant to a judicial proceeding, notice of which has been given to Landlord by personal service as required by the Utah Rules of Civil Procedure for such proceeding. Subject to the foregoing provisions of this Paragraph 16.4 and to the provisions of Paragraph 22.8, in the event of a Landlord Default, Tenant shall have occurred the right to pursue all rights and remedies (legal and equitable) available to Tenant under Utah law. Notwithstanding the foregoing portion of this Paragraph 16.4, on receipt of any notice of default from Tenant, Landlord shall promptly commence, and thereafter diligently prosecute to completion, the cure of such default, whether or not Tenant gives notice of such default to the holder of any mortgage or deed of trust covering the Property whose name and address have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, been furnished to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22Tenant.

Landlord Default. If In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give any Mortgagee (as defined in Section 20), by registered mail, a copy of any notice of default which is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing (whether by way of notice of an assignment of lease, request to execute an estoppel letter, or otherwise), of the address of any such Mortgagee. Tenant further agrees that if Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant have failed to this Agreement, and any cure such default shall continue for a period of within thirty (30) days after Notice written notice thereof from by Tenant (provided, if the nature of Landlord’s failure is such that more than thirty (30) days are reasonably required in order to cure, Landlord shall not be in default if Landlord commences to cure such failure within such thirty (30) day period, and any applicable Facility Mortgageethereafter diligently pursues to cure such failure to completion), or such Mortgagee shall have an additional thirty (30) days within which to cure such default, but shall not be obligated to cure such default. If such default cannot be cured within such thirty- (30)-day period, then such Mortgagee shall have such additional period time as may be reasonably required necessary to correct the samecure such default, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject if prior to the provisions end of such thirty-(30)-day period such Mortgagee has commenced and is diligently pursuing such cure or the following paragraphremedies under the Mortgage necessary for Mortgagee to be able to effect such cure, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. which event Tenant shall have no right with respect to such default while such cure and remedies are being diligently pursued by such Mortgagee. Except as may be expressly provided in this Lease, in no event shall Tenant have the right to terminate the Lease nor shall Tenant’s obligation to pay Base Rent or other charges under this Agreement for Lease xxxxx based upon any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute of its obligations under the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22Lease.

Landlord Default. If Notwithstanding anything to the contrary set forth in this Lease, Landlord shall be in default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation required to be performed by Landlord pursuant to this Agreement, and any Lease if Landlord fails to perform such default shall continue for a period of obligation within thirty (30) days after Notice thereof the receipt of written notice from Tenant specifying in detail Landlord's failure to perform; provided, however, if the nature of Landlord's obligation is such that more than thirty (30) days are required for its performance, then Landlord shall not be in default under this Lease if it shall commence such performance within such thirty (30) day period and thereafter diligently pursues the same to completion. Tenant shall provide a copy of any notice of default given to Landlord to Landlord's mortgagee and Landlord's mortgagee shall have the right to cure any applicable Facility Mortgageesuch default on behalf of the Landlord within thirty days after the receipt of such notice, or provided, however, if the nature of Landlord's obligation is such additional that more than thirty (30) days are required for its performance, then Landlord shall not be in default under this Lease if Landlord's mortgagee shall commence such performance within such thirty (30) day period as may be reasonably required and thereafter diligently pursues the same to correct the samecompletion. Upon any such default by Landlord (following such notice and opportunity to cure) under this Lease, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereaftermay, Tenant may forthwith cure the same and, subject except as otherwise specifically provided in this Lease to the provisions contrary, exercise any of the following paragraphits rights provided at law or in equity, invoice Landlord for costs provided, however, except as expressly provided in SECTIONS 11.1, and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same13.1, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to offset or withhold the payment of Rent or to terminate this Agreement for any default by Landlord hereunder and no right, for any such Lease as the result of Landlord's default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.

Landlord Default. If Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased any Property, the performance of which is not Tenant’s 's obligation pursuant to this Agreement, and any such default shall continue for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “"Landlord Default” " by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ ' fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s 's invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s 's Notice of dispute, either may submit the matter for resolution in accordance with Article 22.

Landlord Default. If In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Xxxxxx agrees to give any Mortgagee (as defined in Section 21), by registered mail or recognized overnight courier service, a copy of any notice of default which is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing (whether by way of notice of an assignment of lease, request to execute an estoppel letter, or otherwise), of the address of any such Mortgagee. Tenant further agrees that if Landlord shall have failed to cure such default in within the performance time provided by law or observance of any of its covenants or obligations set forth such additional time as may be provided in this Agreement Lease or any obligation of such notice to Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default Mortgagee shall continue for have a period of thirty (30) days after Notice thereof from Tenant the last date on which Landlord could have cured such default within which such Mortgagee will be permitted, but not be obligated, to Landlord and any applicable Facility Mortgageecure such default. If such default cannot be cured within such thirty-(30)-day period, or then such Mortgagee shall have such additional period time as may be reasonably required necessary to correct the samecure such default, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject if prior to the provisions end of such thirty-(30)-day period such Mortgagee has commenced and is diligently pursuing such cure or the following paragraphremedies under the Mortgage necessary for Mortgagee to be able to effect such cure, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. which event Tenant shall have no right with respect to terminate this Agreement such default while such cure and remedies are being diligently pursued by such Mortgagee. If Landlord or Mortgagee, as applicable, fails to cure within said notice and cure periods, and such failure renders a material portion of the Premises untenantable, Tenant shall have the right to deliver to Landlord or Mortgagee a second written notice indicating Tenant’s intent to exercise self-help (a “Self-Help Notice”), and if such failure to cure shall continue for more than three (3) Business Days after receipt of such Self-Help Notice, Tenant shall have the right (but not the obligation) to perform such obligation on Landlord’s account; provided, however, Xxxxxx’s right to cure any default by Landlord hereunder or Mortgagee shall be limited to repairs solely within the interior of the Premises that do not adversely affect the Base Building or the exterior of the Building and no rightdo not adversely impact the operations of other tenants or occupants of the Building. Landlord shall reimburse Tenant, within thirty (30) days after receipt of an invoice, for any the reasonable amounts expended by Xxxxxx in performing such defaultobligation. Except as may be expressly provided in this Lease, in no event shall Tenant have the right to offset or counterclaim against any terminate the Lease nor shall Tenant’s obligation to pay Base Rent or other charges due hereunderunder this Lease xxxxx based upon any default by Landlord of its obligations under the Lease. If In no event shall Landlord shall in good faith dispute the occurrence of or any Landlord Default and LandlordRelated Party ever be liable to Tenant for loss of profits, before the expiration loss of the applicable cure periodbusiness, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If or indirect or consequential damages suffered by Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22from whatever cause.

Landlord Default. If It shall constitute a default under this Lease (a “Landlord shall default in the performance Default”) if Landlord fails to keep, observe or observance of perform any of its covenants obligations to be kept, observed or obligations set forth in performed under this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of Lease within thirty (30) days after Notice thereof Landlord’s receipt of notice of nonperformance from Tenant; provided, however, that if the subject breach is not susceptible to cure within thirty (30) days, then within such additional time, if any, as is reasonably necessary to effectuate such cure, so long as Landlord has commenced such cure and diligently pursues same to completion; and provided further, that in the event of a breach constituting an emergency, Tenant shall be permitted to cure such breach immediately without providing Landlord notice. If Landlord fails to commence to cure such default within such thirty (30) day period or thereafter to diligently pursue the completion of such cure, then Tenant may elect (but shall not be obligated), to cure such default on behalf of Landlord. If Tenant elects to cure the default Landlord shall reimburse Tenant for the costs of such cure promptly following written demand therefore from Tenant provided that such demand is accompanied by reasonable supporting documentation concerning the nature of the costs in question. If such reimbursement is not provided to Tenant within thirty (30) after Landlord’s receipt of Tenant’s reimbursement demand Tenant may not setoff against rent but may pursue legal proceedings against Landlord to recover the amount in question. However, in the event that Tenant shall obtain a final judgment against Landlord concerning the amount in question and any applicable Facility Mortgagee, or such additional at that time Landlord’s equity in the Property is insufficient to satisfy the judgment Tenant shall be permitted to offset the amount of the judgment against rent due under this Lease. If the default in question by Landlord continues to persist after the expiration of the aforementioned thirty (30) day period (subject to extension as described above if the default in question can not be reasonably cured within thirty (30) days) and continues to remain outstanding after Landlord is given by Tenant a second written notice (which may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions provided no earlier than thirty (30) days after issuance of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costsfirst described notice) incurred by Tenant then in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. such event Tenant shall have no the right to terminate this Agreement for any default by Lease upon notice to Landlord hereunder and no right, for any such default, if provided to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten forty-five (1045) days after Landlord’s Notice the date of dispute, either may submit the matter for resolution in accordance with Article 22above described second notice.

Landlord Default. If Landlord shall not be in default in the performance or observance of any of unless Landlord fails to perform its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of within thirty (30) days after Notice thereof from Tenant notice by Tenant, specifying wherein Landlord has failed to perform; provided, that if the nature of Landlord's obligation is such that more than thirty (30) days are required for performance, Landlord shall not be in default if Landlord commences performance within thirty (30) days of Tenant's notice and any applicable Facility Mortgageethereafter diligently completes performance within a reasonable time. Tenant's rights under this Lease shall be limited to actions for damages and/or specific performance, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder shall entitle Tenant to withhold or offset rent, terminate this Lease or to engage in self-help remedies, provided only as follows: If Landlord is in default under this Lease, and no rightsuch default materially adversely affects Tenant's ability to do business from the Premises, and Landlord fails to cure such default within a commercially reasonable time for any emergencies and otherwise within thirty (30) days after written notice from Tenant (provided that if such default cannot be cured with 30 days, then if Landlord fails to commence to cure with 30 days and diligently pursue such cure to completion), then Tenant shall, upon two (2) business days prior written notice to Landlord of Tenant's intent to cure the default, be entitled to offset or counterclaim against any Rent or other charges due hereundercure the default and the reasonable cost of cure shall be reimbursed by Landlord to Tenant with thirty (30) days of invoice therefor. If Landlord shall in good faith dispute the occurrence of fails to make such reimbursement, then any Landlord Default issues relating to such default and Landlordcure shall, at either party's election, be resolved by a single-arbitrator before the expiration American Arbitration Association ("AAA") under the Arbitration Rules of the applicable cure period, AAA modified as follows: (i) the total time from date of demand for arbitration to final award shall give Notice thereof to Tenant, setting forth, in reasonable detail, not exceed 25 days; (ii) the basis therefor, no Landlord Default arbitrator shall be deemed chosen by the AAA without submittal of lists and subject to have occurred challenge only for good cause shown; (iii) all notices may be by telephone or other electronic communication with later confirmation in writing; (iv) the time, date, and Landlord place of the hearing shall have be set by the arbitrator in his or her sole discretion, provided that there be at least 3 days prior notice of the hearing; (v) there shall be no obligation with respect thereto until final adverse determination thereof. If Tenant post-hearing briefs; (vi) there shall be no discovery except by order of the arbitrator; and Landlord (vii) the arbitrator shall fail, in good faith, to resolve any such dispute issue his or her award within ten (10) 7 days after Landlord’s Notice the close of dispute, either the hearing. The arbitration shall be held in the county in which the Premises is located. The decision of the arbitrator shall be final and binding on the parties and judgment on the award rendered by the arbitrator may submit be entered in any court of competent jurisdiction. The fees and expenses of the matter for resolution arbitrator shall be paid half by Landlord and half by Tenant unless the arbitrator decides otherwise in accordance its discretion. The parties shall each hold harmless and indemnify the arbitrator from any claims arising in connection with Article 22the arbitration.

Landlord Default. If Landlord shall default fail to comply with its repair and maintenance obligations with respect to the Premises (a “Self-Help Item”), and such failure materially interferes with Tenant’s ability to use the Premises, then Tenant may give Landlord a written notice (a “Self-Help Notice”) of Tenant’s intention to perform Landlord’s obligations with respect to such Self-Help Item on Landlord’s behalf, which notice shall contain a statement in bold type and capital letters stating “THIS IS A SELF-HELP NOTICE” as a condition to the performance effectiveness thereof. If, within five (5) calendar days after receipt of a Self-Help Notice, Landlord fails to respond to the Self-Help Notice or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, commence the performance of the applicable repair and maintenance obligation, then Tenant may, at its option, but shall not be obligated to, remedy such default. All actual and reasonable sums expended or obligations incurred by Tenant in connection therewith shall be paid by Landlord to Tenant upon demand, and if Landlord fails to reimburse Tenant within 30 days after receipt of an invoice, Tenant may, in addition to any other right or remedy that Tenant may have, deduct such amount from subsequent installments of Rent and/or other amounts which from time to time become due to Landlord until such amount is not fully recovered by Tenant. All work performed by Tenant under this section must be performed at a commercially reasonable cost. If any proposed actions by Tenant will affect the electrical, plumbing, HVAC, mechanical, or other systems of the Building, or the roof or structural integrity of the Building, Tenant shall use only those contractors used by Landlord in the Building to work on the Building’s systems or structure, unless those contractors are unwilling or unable to perform the work, in which event Tenant may utilize the services of another qualified, licensed, and insured contractor subject to Landlord’s prior approval. On an annual basis, at Tenant’s obligation pursuant request, Landlord shall provide Tenant with a list of its approved contractors for the Building. In exercising any rights under this section, Tenant shall use commercially reasonable efforts to minimize interference with the rights of other tenants to use their respective premises in the Building. Any dispute as to Tenant’s exercise of any rights under this Agreementsection shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with the following exceptions. The arbitration shall be held in Miami, Florida. There shall be a single arbitrator selected by the American Arbitration Association. The arbitrator shall be independent of the parties and any such default have at least ten years’ experience in the supervision of the operation and management of major office buildings in the area in which the Building is located. The scope of the arbitrator's inquiry and determination shall continue for a period be limited to whether Landlord is in compliance with its obligations under this Lease in accordance with the express provisions of thirty (30) days after Notice thereof from Tenant to Landlord this Lease and any applicable Facility Mortgageethe arbitrator shall not apply principles of good faith and fair dealing, unconscionability, or such additional period as may be reasonably required any other equitable principles in reaching his decision. The arbitrator will have no authority to correct award punitive or other damages not measured by the same, Tenant may declare prevailing party’s actual damages including the occurrence award of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (costs to the extent permitted prevailing party. The arbitrator must set forth in any award findings of fact and conclusions of law supporting the decision. Judgment on the award rendered by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for arbitrator may be entered in any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22court having jurisdiction.

Landlord Default. If Landlord shall default in the performance fail to pay when due any amounts required to be paid by Landlord under this Lease or observance of to observe any of its the covenants or obligations set forth in on Landlord's part to be performed under this Agreement Lease or to comply with any obligation other provisions of this Lease, such act or omission shall constitute a default by Landlord under this Lease. In the event of a default by Landlord, Tenant may give written notice to Landlord and if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant Landlord thereafter fails to this Agreement, and cure any such default shall continue for a period involving the payment of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute money within ten (10) days after Landlord’s Notice the date on which such notice was given, or if the default involves some act or omission other than the payment of disputemoney and shall not be cured within thirty (30) days after the date on which such notice was given (provided, either may submit however, if the matter for resolution default involves some act or omission other than the payment of money which cannot be cured within thirty (30) days after the date on which such notice was given, Tenant shall not exercise any of its remedies unless the cure thereof is not undertaken promptly within such period and thereafter expeditiously completed), then Tenant may, at Tenant's option, perform any such term, provision or condition and any payments made by Tenant in accordance connection therewith shall be immediately due and owing by Landlord to Tenant, and Tenant shall have the right to deduct the amount thereof, together with Article 22the interest at the maximum legal rate thereon, from the Fixed Rents then due or thereafter coming due under this Lease. In addition, Tenant shall have a right to terminate this Lease or exercise any other remedies available to it under Colorado law.

Landlord Default. If Landlord defaults under this Lease, Tenant shall give written notice to Landlord specifying such default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreementwith particularity, and Landlord shall have 30 days after receipt of such notice within which to cure such default, or such longer period of time as is reasonably required to cure such default if Landlord is diligently prosecuting such cure after such default notice is delivered by Tenant to Landlord (any such default by Landlord that continues following the giving of the foregoing notice and expiration of the foregoing cure period shall continue for a period of thirty (30) days after Notice thereof from Tenant be hereinafter referred to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default”). In the event of any Landlord Default, Xxxxxx's exclusive remedy shall be (i) the right to bring an action for actual damages; (ii) the right to bring an action for injunctive relief; and (iii) “Tenant’s Self Help Right” (as hereinafter defined); and Tenant shall not, and hereby waives any right to, terminate this Lease or xxxxx or set off against rent (except as permitted by a second Notice Tenant’s Self Help Right). Tenant waives any claim to consequential damages against Landlord. In the event that Landlord defaults in maintaining, repairing or replacing an area or item in the manner required under this Lease, and to such Facility Mortgagee. Thereafterdefault continues after the giving of the notice and expiration of the cure period stated above, Tenant may forthwith cure shall have the same andright, subject upon at least five business days’ advance written notice to Landlord, to take such action as shall be necessary to correct the provisions applicable default. If Tenant exercises its right hereunder to correct a Landlord default, Tenant shall notify Landlord in writing of the following paragraphcorrective action taken and the cost incurred by Xxxxxx in taking such corrective action, invoice Landlord for costs which notice shall be accompanied by reasonably detailed documentation substantiating such corrective action and expenses (including reasonable attorneys’ fees and court costs) the cost incurred by Tenant in curing connection therewith, and Tenant shall thereafter have the same, together with interest thereon (right to deduct the extent permitted reasonable cost incurred by law) Xxxxxx in taking such action from the date Landlord receives next installment(s) of Fixed Rent due hereunder. Tenant’s invoice until paidright under this paragraph shall be referred to as “Tenant’s Self Help Right”. Landlord and Tenant agree that the provisions of this Section 7.07 above are intended to supersede and replace the provisions of California Civil Code Sections 1932(1), at 1941 and 1942, and accordingly, Tenant hereby waives the Overdue Rate. Tenant shall have no provisions of California Civil Code Sections 1932(1), 1941 and 1942 and/or any similar or successor law regarding Xxxxxx’s right to terminate this Agreement for any default Lease or to make repairs and deduct the expenses of such repairs from the rent due under this Lease (except as permitted by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunderXxxxxx’s Self Help Right). If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.SECTION 8-NONDISTURBANCE

Landlord Default. If Landlord shall not be in default in the performance or observance under this Lease unless Landlord fails to perform obligations required of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of Landlord within thirty (30) days after Notice thereof from written notice is delivered by Tenant to Landlord and to the holder of any applicable Facility Mortgageemortgages or deeds of trust (collectively, “Lender”) covering the Premises whose name and address shall have theretofore been furnished to Tenant in writing, specifying the obligation which Landlord has failed to perform; provided, however, that if the nature of Landlord’s obligation is such that more than thirty (30) days are required for performance, then Landlord shall not be in default if Landlord or Lender commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion. Notwithstanding any other provisions of this Lease to the contrary, Tenant shall look solely to Landlord’s equity in the Building, and not to any other or separate business or non-business assets of Landlord, or any Landlord Parties, for the satisfaction of any claim brought by Tenant against Landlord, and if Landlord shall fail to perform any covenant, term or condition of this Lease upon Landlord’s part to be performed, and as a consequence of such additional period as may be reasonably required to correct the samedefault, Tenant may declare the occurrence of shall recover a “Landlord Default” by a second Notice to Landlord and to money judgment against Landlord, such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions judgment shall be satisfied only: (i) out of the following paragraphproceeds of sale received upon levy against Landlord’s equity in the Building, invoice Landlord for costs and expenses and/or (including reasonable attorneys’ fees and court costsii) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted not encumbered by law) a secured creditor, out of the rents or other incomes receivable by Landlord from the Building from and after the date of such judgment. Further, in the event the owner of Landlord’s interest in this Lease is at any time a partnership, joint venture or unincorporated association. Tenant agrees that the members or partners of such partnership, joint venture or unincorporated association shall not be personally or individually liable or responsible for the performance of any of Landlord’s obligations hereunder. Without limiting the foregoing, no personal liability is assumed by any officer, director, owner, member, shareholder, employee, agent, and/or representative of Crown Realty & Development, Inc. and its affiliates, including but not limited to Xxxxxx X. Xxxxxxx and/or Xxxxx Xxxxxxxxxx (and their family members) (collectively, the “Released Parties”) in connection with this Lease. The parties acknowledge and agree that no claim, cause of action, liability, demand, damage, debt, expense, and/or lien, including but not limited to any involving this Lease, shall be asserted against any of the Released Parties, whether known or unknown at the time of this Lease or at any time in the future, including after expiration or earlier termination of this Lease. With respect to any provisions of this Lease which provide that Landlord receives shall not unreasonably withhold or delay any consent or approval, Tenant shall not have, and Tenant hereby waives, any claim for money damages; nor shall Tenant claim any money damages by way of setoff, counterclaim or defense, based upon any allegation of unreasonableness by Landlord. Tenant’s invoice until paid, at the Overdue Rate. Tenant sole remedy shall have no right be an action or proceeding to terminate this Agreement for any default by Landlord hereunder and no right, for enforce any such defaultprovisions, or for specific performance, injunction or declaratory judgment. Notwithstanding any contrary provision in this Lease, Landlord shall not be liable under any circumstances for consequential, special, indirect or punitive damages, including, without limitation, with respect to offset injury or counterclaim against any Rent damage to, or interference with, Tenant’s business, including but not limited to, loss of profits, loss of rents or other charges due hereunder. If Landlord shall in good faith dispute the occurrence revenues, loss of any Landlord Default and Landlordbusiness opportunity, before the expiration loss of the applicable cure period, shall give Notice thereof to Tenant, setting forthgoodwill or loss of use, in reasonable detaileach case, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22however occurring.

Landlord Default. If (1) Subject to the terms hereof, if (i) Landlord shall default in the performance or observance of any covenant or provision of its covenants this Lease pertaining to the provision of services by Landlord or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of repairs or maintenance on Landlord’s part to be performed (which is default shall not be occasioned by (a) the acts or omissions of Tenant or Tenant’s obligation pursuant agents, assignees, contractors, employees, invitees, licensees, sublessees or others for whose actions Tenant is responsible or over whose actions Tenant can reasonably be expected to this Agreementexercise control, and any or (b) circumstances, events or facts beyond Landlord’s reasonable control), (ii) Landlord shall fail to remedy such default shall continue for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after LandlordTenant shall have given Landlord written notice of such default specifying the same in detail and specifying that the failure to cure the same within ten (10) days shall be deemed a Landlord Default hereunder, and (iii) such default shall substantially impair Tenant’s Notice use and enjoyment of disputethe Premises, either then upon the expiration of such 10-day cure period the Tenant shall (as Tenant’s sole and exclusive remedies) be entitled to exercise the remedies set forth in this Section 22(E). Notwithstanding the foregoing, in the event that any such default is not reasonably susceptible of cure within such ten (10) day cure period, such cure period shall automatically be deemed to be extended for such additional period as shall be reasonably required to cure such default, provided that Landlord commences such cure within such 10-day period and diligently pursues such cure thereafter. Any such default on the part of Landlord which is not cured within such 10-day cure period (as the same may submit be extended pursuant to the matter for resolution in accordance with Article 22preceding sentence) shall be deemed a “Landlord Default”.

Landlord Default. If Landlord shall default in In the performance or observance event of any noncompliance with the terms and conditions of its covenants or obligations set forth in this Agreement or any obligation of Lease by Landlord, if anyTenant shall, under before exercising any agreement affecting right or remedy available to it at law, in equity or hereunder, give Landlord written notice of such noncompliance. If prior to its giving such notice, Tenant has been notified in writing (by way of Notice of Assignment of Rents and Leases by execution of a subordination agreement, or by notice delivered in accordance with the Leased Propertyprovisions of Section 22 hereof) of the address of a Mortgagee which has furnished any of the financing referred to in Section 20 hereof, concurrently with giving the performance aforesaid notice to Landlord, Tenant shall, by registered mail, transmit a copy thereof to such Mortgagee. For the 30 days following the giving of which is not Tenant’s obligation pursuant to the notice(s) required by the foregoing portion of this Agreement, and any Section 22 (or such default shall continue for a longer period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period time as may be reasonably required to correct cure a matter which, due to its nature, cannot be reasonably rectified within 30 days), Landlord shall have the right to cure the noncompliance involved. If Landlord has failed to effect such cure within such 30 day period, any such Mortgagee shall have 30 days within which to cure the same, Tenant or, if such default cannot be cured within that period, such additional time as may declare the occurrence of a “Landlord Default” by a second Notice be reasonably necessary to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, if within such 30-day period, said Mortgagee has commenced and diligently pursues the actions or remedies to offset or counterclaim against completion; provided, however, that any Rent or other charges due hereundersuch cure must be completed within 90 days following Landlord's cure period. If Landlord shall Notwithstanding the foregoing, in good faith dispute the occurrence case of any Landlord Default a bona fide emergency not arising as a result of force majeure and Landlord, before the expiration which results in a substantial portion of the applicable cure periodPremises being untenantable and as a result, Tenant has not occupied such portion of the Premises for at least 2 consecutive business days, (i) Tenant shall not be required to give Notice thereof written notice, but may, instead, give oral telephone notice to TenantLandlord (so long as such oral notice is promptly followed by written notice, setting forthwhich may be by means of facsimile transmission), in reasonable detail, the basis therefor, no and (ii) neither Landlord Default nor such Mortgagee shall be deemed entitled to have occurred such 30-day period to cure any such noncompliance and, instead, Landlord and Landlord such Mortgagee shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.shorter time as is reasonably

Landlord Default. If Subject to the terms and conditions of Section 10 herein, in the event of any default by Landlord under this Lease, Tenant will give Landlord written notice specifying such default with particularity, and Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of thereupon have thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, (or such additional longer period as may be reasonably required in the exercise of due diligence) in which to correct the samecure any such default. Unless and until Landlord fails to so cure any default after such notice, Tenant may declare shall not have any remedy or cause of action by reason thereof. All obligations of Landlord hereunder will be construed as covenants, not conditions. Notwithstanding any other provisions of this Lease to the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereaftercontrary (except as otherwise expressly set forth in Section 10 herein), Tenant may forthwith cure shall look solely to Landlord's equity in the same and, subject Building (or to the provisions proceeds of any sale of the following paragraphBuilding by Landlord while Landlord is in default of its obligations under this Lease), invoice Landlord and not to any other or separate business or non-business assets of Landlord, or any partner, shareholder, officers or representative of Landlord, for costs and expenses (including reasonable attorneys’ fees and court costs) incurred the satisfaction of any claim brought by Tenant against Landlord, and if Landlord shall fail to perform any covenant, term or condition of this Lease upon Landlord's part to be performed, and as a consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only: (i) out of the proceeds of sale received upon levy against Landlord's equity in curing the sameBuilding, together with interest thereon and/or (ii) to the extent permitted not encumbered by law) a secured creditor, out of the rents or other incomes receivable by Landlord from the Building from and after the date Landlord receives Tenant’s invoice until paidof such judgmentFinancial Printing GroupFinancial Printing Groupto the extent not encumbered by a secured creditor, at out of the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default rents or other incomes receivable by Landlord hereunder from the Building from and no rightafter the date of such judgment. Further, in the event the owner of Landlord's interest in this Lease is at any time a partnership, joint venture or unincorporated association, Tenant agrees that the members or partners of such partnership, joint venture or unincorporated association shall not be personally or individually liable or responsible for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence performance of any Landlord Default and of Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22's obligations hereunder.

Landlord Default. If In the event (i) the Premises requires a repair which Landlord is obligated to perform pursuant to Section 13.1 hereof; and (ii) Landlord fails to commence such repair within such period of time as is reasonable under the circumstances following its receipt of notice from Tenant (which may be delivered telephonically); and (iii) Landlord thereafter fails to commence such repair within five (5) business days following delivery of a second notice form Tenant (which may be delivered telephonically), except in the event of an emergency (when such second notice will not be required), then, in the event the failure to repair is materially interfering with Tenant’s use of the Premises, then Tenant may perform such repair, and Landlord shall default reimburse Tenant for the actual, reasonable costs incurred in connection therewith following Landlord’s receipt of paid invoices for such repair work and Landlord’s confirmation of the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting need therefor. In the Leased Property, the performance of which is not Tenant’s obligation pursuant event Landlord fails to this Agreement, and any make such default shall continue for a period of payment within thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct receipt of a bill substantiating the samecost so incurred by Xxxxxx, Tenant may declare deduct such cost from 50% the occurrence Base Rent next falling due, until the total cost incurred by Xxxxxx has been recovered. Notwithstanding the foregoing, in the event Landlord reasonably disputes Tenant’s claim for payment within 30 days after Xxxxxxxx’s receipt of Tenant’s bill, then Tenant may not deduct or offset such sums from Base Rent until such dispute has been resolved. If Landlord disputes Xxxxxx’s claim, Landlord shall provide Tenant with a reasonably detailed statement setting forth the basis for the dispute. Notwithstanding anything contained herein, such right of deduction shall not be binding upon Xxxxxxxx’s mortgagee or anyone claiming title to the Premises by, through, or under such mortgagee unless the mortgagee has agreed in writing to be so bound. In the event of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder beyond any applicable notice and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof in addition to Tenantthe foregoing rights and remedies, setting forthTenant retains all rights and remedies at law or in equity, in reasonable detail, including the basis therefor, no Landlord Default shall be deemed right to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter bring an action for resolution in accordance with Article 22damages or injunctive relief.

Landlord Default. If Notwithstanding anything to the contrary set forth in this Lease, Landlord shall be in default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation required to be performed by Landlord pursuant to this Agreement, and any Lease if Landlord fails to perform such default shall continue for a period of obligation within thirty (30) days after Notice thereof the receipt of notice from Tenant specifying in detail Landlord's failure to Landlord and any applicable Facility Mortgageeperform, or in the case of emergency (as defined in Section 7.1 above), sufficiently promptly to prevent avoidable material damage to persons and property, subject in all cases to force majeure; provided, however, if the nature of Landlord's obligation is such additional that more than thirty (30) days are required for its performance, then Landlord shall not be in default under this Lease if it shall promptly commence such performance within such thirty (30) day period and thereafter 40 diligently pursues the same to completion, subject to force majeure. Upon any such default by Landlord under this Lease, Tenant may, except as otherwise specifically provided in this Lease to the contrary, take such action as may be reasonably required to correct the samecure said default, and/or exercise any of its rights provided at law or in equity, and Landlord shall reimburse Tenant may declare the occurrence for its reasonable out-of-pocket costs to third parties in effecting such cure within thirty (30) days after receipt of a “Landlord Default” Tenant's invoice therefore accompanied by a second Notice to Landlord copies of all invoices and to statements detailing such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred such other information as may reasonably be requested by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue RateLandlord. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such offset or withhold the payment or Rent as a result of Landlord's default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall and except as expressly provided in good faith dispute the occurrence of any Landlord Default SECTIONS 6.3, 11.1 and Landlord13.1, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord Tenant shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, right to resolve any such dispute within ten (10) days after an abatement of rent or to terminate this Lease as the result of Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22's default.

Landlord Default. If In the event of any default by Landlord under this Lease, Tenant will give Landlord written notice specifying such default with particularity, and Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of thereupon have thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, (or such additional longer period as may be reasonably required in the exercise of due diligence) in which to correct the samecure any such default. Unless and until Landlord fails to so cure any default after such notice, Tenant may declare shall not have any remedy or cause of action by reason thereof. All obligations of Landlord hereunder will be construed as covenants, not conditions. Notwithstanding any other provisions of this Lease to the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereaftercontrary, Tenant may forthwith cure shall look solely to Landlord’s equity in the same andBuilding, subject and not to any other or separate business or non-business assets of Landlord, or any partner, shareholder, officers or representative of Landlord, for the provisions satisfaction of any claim brought by Tenant against Landlord, and if Landlord shall fail to perform any covenant, term or condition of this Lease upon Landlord’s part to be performed, and as a consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only: (i) out of the following paragraphproceeds of sale received upon levy against Landlord’s equity in the Building, invoice Landlord for costs and expenses and/or (including reasonable attorneys’ fees and court costsii) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted not encumbered by law) a secured creditor, out of the rents or other incomes receivable by Landlord from the date Building. Further, in the event the owner of Landlord’s interest in this Lease is at any time a partnership, joint venture or unincorporated association, Tenant agrees that the members or partners of such partnership, joint venture or unincorporated association shall not be personally or individually liable or responsible for the performance of any of Landlord’s obligations hereunder. With respect to any provisions of this Lease which provides that Landlord receives shall not unreasonably withhold or delay any consent or approval, Tenant shall not have, and Tenant hereby waives, any claim for money damages; nor shall Tenant claim any money damages by way of setoff, counterclaim or defense, based upon any allegation of unreasonableness by Landlord. Tenant’s invoice until paid, at the Overdue Rate. Tenant sole remedy shall have no right be an action or proceeding to terminate this Agreement for any default by Landlord hereunder and no right, for enforce any such defaultprovisions, to offset or counterclaim against any Rent for specific performance, injunction or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22declaratory judgment.

Landlord Default. If Notwithstanding anything to the contrary set forth in this Lease, Landlord shall be in default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation required to be performed by Landlord pursuant to this Agreement, and any Lease if Landlord fails to perform such default shall continue for a period of obligation within thirty (30) days after Notice thereof the receipt of notice from Tenant specifying in detail Landlord’s failure to Landlord and any applicable Facility Mortgageeperform, or in the case of Emergency (as defined in Section 7.1 above), sufficiently promptly to prevent avoidable material damage to persons and property, subject in all cases to force majeure; provided, however, if the nature of Landlord’s obligation is such additional that more than thirty (30) days are required for its performance, then Landlord shall not be in default under this Lease if it shall promptly commence such performance within such thirty (30) day period and thereafter diligently pursues the same to completion, subject to force majeure. Upon any such default by Landlord under this Lease, Tenant may, except as otherwise specifically provided in this Lease to the contrary, take such action as may be reasonably required to correct the samecure said default, and/or exercise any of its rights provided at law or in equity, and Landlord shall reimburse Tenant may declare the occurrence for its reasonable out-of-pocket costs to third parties in effecting such cure within thirty (30) days after receipt of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Ratetherefore accompanied by copies of all invoices and statements detailing such costs and such other information as may reasonably be requested by Landlord. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such offset or withhold the payment or Rent as a result of Landlord’s default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall and except as expressly provided in good faith dispute the occurrence of any Landlord Default Sections 6.3, 11.1 and Landlord13.1, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord Tenant shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, right to resolve any such dispute within ten (10) days after an abatement of rent or to terminate this Lease as the result of Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22default.

Landlord Default. If Landlord fails to perform its obligations under this Lease, Landlord shall not be in default in the performance or observance of any of its covenants or unless Landlord fails to perform such obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of within thirty (30) days after Notice thereof from notice by Tenant to Landlord specifying the nature of the obligations Landlord has failed to perform; provided, however, that if the nature of Landlord’s obligations is such that more than thirty (30) days are required for performance, then Landlord shall not be in default if Landlord commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion. If Landlord is unable to fulfill or is delayed in fulfilling any applicable Facility Mortgageeof Landlord’s obligations under this Lease by reason of floods, earthquakes, lightning, or any other acts of God, accidents, breakage, repairs, strikes, lockouts, other labor disputes, inability to obtain utilities or materials, or by any other reason beyond Landlord’s reasonable control, or if Landlord enters the Premises or makes any Alterations to the Premises, the Building or any portion thereof pursuant to this Lease, then no such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” inability or delay by a second Notice to Landlord and no such entry or work by Landlord shall constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to such Facility Mortgageeany abatement or diminution of Rent, or relieve Tenant from any of its obligations under this Lease, or impose any liability upon Landlord or its agents. ThereafterThis Lease shall be construed as though the covenants herein between Landlord and Tenant are independent, and Tenant may forthwith cure the same andshall not be entitled to any setoff, subject offset, abatement or deduction of Rent or other amounts due Landlord hereunder if Landlord fails to perform its obligations hereunder. Notwithstanding any provision of this Lease to the provisions of the following paragraphcontrary, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paidsole remedy for a default of this Lease by Landlord shall be an action for damages, at the Overdue Rate. injunction or specific performance; Tenant shall have no right to terminate this Agreement for Lease on account of any breach or default by Landlord hereunder Landlord. LANDLORD: EW BETHESDA OFFICE INVESTORS, LLC, a Delaware limited liability company By: UBS Realty Investors LLC, a Massachusetts limited liability company, its Manager By: /s/ SXXXXX XXXXXXXX TENANT: SUCAMPO PHARMACEUTICAL, INC., a Delaware corporation By: /s/ SXXXXXX XXXX Print Name: Sxxxxxx Xxxx, Ph.D. Its: President and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration Chair of the applicable cure periodBoard EXHIBIT A DIAGRAM OF THE PREMISES A EXHIBIT B TENANT IMPROVEMENTS Lease between EW BETHESDA OFFICE INVESTORS, shall give Notice thereof LLC, as Landlord and SUCAMPO PHARMACEUTICALS, INC., as Tenant WORK LETTER Tenant agrees to Tenantaccept the Premises in its “as is” condition, setting forth, in reasonable detail, as of the basis therefor, no Landlord Default shall be deemed Commencement Date subject to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.following:

Landlord Default. If In the event that Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or fail to perform any obligation of LandlordLandlord to be performed under this Lease, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, sole and exclusive remedy for any such failure shall be an action for money damages, specific performance and/or injunctive relief (Tenant hereby waiving the benefit of any laws granting Tenant a lien upon the property of Landlord and/or upon rental due Landlord or granting Tenant a right to terminate this Lease upon a default by Landlord); provided, however, that Landlord shall continue for a period of thirty not be in default hereunder (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for pursue any such defaultclaim for damages in connection with any such failure) unless and until Tenant shall have delivered to Landlord a written notice specifying such default with particularity, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall thereafter have no failed to cure such default within thirty (30) days (or, if the nature of Landlord’s obligation with respect thereto until final adverse determination thereof. If Tenant and is such that more than thirty (30) days are reasonably required for its performance, then not unless Landlord shall failhave failed to commence such performance of such cure within such thirty (30) day period and thereafter diligently pursue the same to completion). Notwithstanding the foregoing, in good faiththe event of a Landlord obligation which materially adversely affects Tenant’s use of the Tenant Space for the Permitted Use, Landlord shall commence to resolve any perform such dispute obligation within ten (10) business days (or in the case of an emergency, twenty-four (24) hours) of receipt of Tenant’s written notice. Unless and until Landlord shall have so failed 10 so cure any such failure after such notice, Tenant shall not have any remedy or cause of action by reason thereof. All obligations of Landlord hereunder will be construed as covenants, not conditions; and all such obligations will be binding upon Landlord only during the period of Landlord’s Notice possession of dispute, either may submit the matter for resolution in accordance with Article 22Building and not thereafter.

Landlord Default. If In addition to other Defaults defined throughout this Lease, it shall constitute a "Default" by Landlord under this Lease if (a) Landlord shall fail to pay any sum or payment to Tenant required herein as and when due hereunder, or (b) failure or default shall be made in the performance or observance of any of its covenants the other covenants, agreements, conditions or obligations set forth in this Agreement undertakings herein contained to be kept, observed and performed by the Landlord and such failure or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of thirty fifteen (3015) days after Notice notice thereof in writing to the Landlord (provided however, if such failure cannot reasonably be cured within such 15-day period, but Landlord commences to cure such failure within such 15-day period and thereafter diligently pursues such cure to completion, then such failure shall not be a Default hereunder unless the same is not fully cured within an additional 30 days following the expiration of the aforesaid 15-day period), or (c) Landlord shall generally not pay its debts as they become due or shall admit in writing its inability to pay its debts, or Landlord shall file a petition in voluntary bankruptcy under the Federal Bankruptcy Act or similar law, state or federal, whether now or hereafter existing, or Landlord shall file an answer admitting insolvency or inability to pay Landlord's debts, or Landlord shall fail to obtain a vacation or stay of involuntary proceedings in bankruptcy or insolvency within sixty (60) days after the filing of same (as hereinafter provided), or Landlord shall be adjudicated a bankrupt, or a trustee or receiver shall be appointed for Landlord or for all of Landlord's property or the major part thereof, or any court shall have taken jurisdiction of the property of Landlord or the major part thereof in any involuntary proceeding for reorganization, dissolution, liquidation or winding up of Landlord, and such trustee or receiver shall not be discharged or such jurisdiction relinquished or vacated or stayed on appeal or otherwise removed within sixty (60) days after such appointment; provided that in the event of such occurrence, Landlord and Tenant intend and agree that the transactions evidenced by the Loan Agreement and surrounding loan documents shall be regarded as a loan from Tenant to Landlord that is secured by the Premises, and any applicable Facility Mortgagee, or such additional period Landlord hereby grants Tenant a security interest in the Premises as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord described in Paragraph 16(e) herein and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default Lease shall be deemed to have occurred be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code of any applicable law, or (d) Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and make an assignment for the benefit of Landlord's creditors, or (e) Landlord shall failvacate or abandon the Premises, or (f) Landlord shall fail to discharge any lien or encumbrance placed upon the Premises in good faith, to resolve any such dispute violation of the terms and conditions of this Lease within ten fifteen (1015) days after Landlord’s Notice such lien or encumbrance is filed against the Premises, or (g) Landlord shall commit an event of disputedefault or default under the terms of the Loan Agreement, either may submit the matter for resolution in accordance with Article 22Sub-Ground Lease (as defined herein) or the Hazardous Substances Indemnity Agreement.

Landlord Default. If (a) Landlord shall default in fails to provide janitorial service within the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of LandlordPremises to the standard required hereunder, if any, under any agreement affecting the Leased Property, the performance of which and (b) such failure is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of cured within thirty (30) days after Notice thereof from Tenant delivers a written notice to Landlord and the holder of any applicable Facility MortgageeMortgage that has been identified to Tenant in writing identifying in reasonable detail the alleged default by Landlord and stating in bold, or capital letters “FAILURE TO ACT MAY RESULT IN TENANT EXERCISING SELF-HELP RIGHTS”, then Tenant will have the right (but not the obligation) to provide janitorial service within the Premises provided Landlord does not commence to cure such additional default within such thirty (30) day period and thereafter proceed with due diligence to complete the cure. Tenant agrees that Tenant’s rights to exercise any such self-help remedy shall be strictly limited to the Premises and, if Tenant is entitled and elects to rectify any default as may be reasonably aforesaid, Tenant will effect such cure in a reasonable manner to the same standard as Landlord is required to correct satisfy and so as not to interfere unreasonably with the samerights of third parties, including other tenants. Landlord shall reimburse Tenant may declare for the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for reasonable costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing rectifying defaults as aforesaid within thirty (30) days after written demand accompanied by supporting invoices. If Landlord fails to reimburse Tenant for the sameamounts under this Section 19.9 within said 30- day period, together with interest thereon (after Tenant delivers a written notice to Landlord and the extent permitted by law) from holder of any Mortgage that has been identified to Tenant in writing setting forth the date Landlord receives Tenant’s invoice until paidamount due and stating in bold, at capital letters “FAILURE TO MAKE A PAYMENT MAY RESULT IN TENANT OFFSETTING AGAINST RENT”, offset the Overdue Rateamount stated in such notice against its payment of rent payable under this Lease. Tenant shall have no right agrees that the cure or rectification by any party entitled to terminate receive notice hereunder will be deemed a cure or rectification by Landlord hereunder. Any act done by Tenant pursuant to this Agreement for Section 19.9 will not constitute a waiver by Tenant of any such default by Landlord hereunder and no rightor a waiver of any covenant, for any such default, to offset term or counterclaim against any Rent condition herein contained or other charges due hereunderthe performance thereof. If Landlord disputes Tenant’s right to exercise self-help or offset rights, then in the event Tenant does not prevail in such dispute, Tenant shall in good faith dispute promptly pay to Landlord an amount equal to the occurrence of any Landlord Default and Landlord, before the expiration sum of the applicable cure periodamount so set off, shall give Notice thereof to Tenantif any, setting forthplus interest thereon at the Default Rate, plus Landlord’s costs and expenses incurred in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation connection with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of disputeincluding without limitation, either may submit the matter for resolution in accordance with Article 22reasonable attorneys’ fees, costs and disbursements).

Landlord Default. If Landlord shall default in the performance fails to perform or observance observe or otherwise breaches any term of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, Lease and any such default failure shall continue for a period of more than thirty (30) days after Notice thereof from Tenant gives Landlord written notice of such failure, or, if such failure does not arise out of a failure by Landlord to pay a sum of money and cannot reasonably be corrected within such 30-day period, if Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required does not commence to correct such default within such 30-day period and thereafter diligently prosecute the samecorrection of same to completion within a reasonable time, a "Landlord Event of Default" shall exist under this Lease; provided that if a condition exists by virtue of a failure of Landlord to perform an obligation of Landlord under this Lease which interferes in a material manner with the use and occupancy by Tenant of the Demised Premises and such interference continues for thirty (30) days after the required written notice to Landlord, a Landlord Event of Default will exist notwithstanding that Landlord may declare still be pursuing corrective efforts at the end of such 30-day period. Upon the occurrence of a “Landlord Event of Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith at Tenant's option, cure the same andLandlord Event of Default and the actual cost of such cure shall be payable by Landlord to Tenant within thirty (30) calendar days after written demand and shall bear interest at the Interest Rate from the date paid by Tenant until repayment in full by Landlord occurs; provided, subject however, that if a failure by Landlord to perform or observe any term of this Lease gives rise to circumstances or conditions which constitute an emergency threatening human health or safety or substantial damage to the provisions Demised Premises or Tenant's personal property, or materially impeding the conduct of the following paragraphbusiness of Tenant at the Demised Premises, invoice Tenant shall be entitled to take immediate curative action (prior to the expiration of any notice and cure period set forth above) to the extent necessary to eliminate the emergency. If Landlord does not pay to Tenant the amount of such cost and accrued interest, upon written demand, Tenant may set off such cost against installments of Base Rent or other amounts due Landlord under this Lease. Such cost must be reasonably incurred and must not exceed the scope of the Landlord Event of Default in question; and if such costs are chargeable as a result of labor or materials provided directly by Tenant, rather than by unrelated third parties, the costs shall not exceed the amount which would have been charged by a qualified third party unrelated to Tenant. The quality of all work performed by Tenant must equal or exceed the quality of Landlord's Work. Such costs must be reasonably documented and copies of such documentation must be delivered to Landlord with the written demand for costs and expenses (including reasonable attorneys’ fees and court costs) reimbursement. Tenant shall be permitted to continue to set off against succeeding installments of Base Rent or other amounts due Landlord under this Lease until the total amount of such cost actually incurred by Tenant in curing the samehas been recovered by Tenant. Once Tenant has fully set off all of such cost, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall longer be deemed to have occurred and Landlord shall have no obligation be in default under this Lease with respect thereto until final adverse determination thereofto the Landlord Event of Default that was the subject of the set off. If Nothing contained in this Section 23.1 shall create or imply the existence of any obligation by Tenant and to cure any Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice Event of dispute, either may submit the matter for resolution in accordance with Article 22Default.

Landlord Default. If Landlord shall be in default in the performance or observance of any of its covenants or obligations set forth in under this Agreement or Lease if Landlord fails to perform any obligation required of Landlord, if any, Landlord under any agreement affecting the Leased Property, terms of this Lease and fails to cure the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of within thirty (30) days after Notice written notice thereof from by Tenant to Landlord and any applicable Facility Mortgagee, or such additional specifying the nature of Landlord's failure to perform; provided that the thirty (30) day period as may shall be extended for the time reasonably required to correct complete the samecure, not exceeding an additional ninety (90) day period, if the failure cannot reasonably be cured within the thirty (30) day period and if Landlord commences performance within the thirty (30) day period and thereafter diligently and continuously proceeds to cure the failure and provided further that if the default is not reasonably susceptible of being cured within the ninety (90) day period, and Landlord is diligently proceeding with the cure, the ninety (90) day period shall be extended while Landlord is diligently curing, so long as the failure does not create any risk to life, health or safety at the Project. If Landlord fails to cure any such default within the time period specified above, and such default materially interferes with Tenant's ability to use and occupy the Premises, Tenant may declare the occurrence of a “Landlord Default” elect, by a second Notice ten (10) days' prior written notice to Landlord and Landlord, as its sole remedy, to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same anddefault, subject to and the provisions reasonable costs of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) Tenant incurred by Tenant in curing the samedefault, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default be reimbursed by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after following Tenant's written demand therefor, accompanied by appropriate invoices. Notwithstanding the foregoing, this Section shall not apply to Landlord’s Notice 's obligations under Section 27, and Tenant's sole rights and remedies with respect to any failure of dispute, either may submit the matter for resolution in accordance with Article 22Landlord to perform under Landlord's obligations under Section 27 shall be exclusively governed by Section 27.

Landlord Default. If In the event that Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or fail to perform any obligation of LandlordLandlord to be performed under this Lease, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, sole and exclusive remedies for any such failure shall be an action for money damages, specific performance and/or injunctive relief (Tenant hereby waiving the benefit of any laws granting Tenant a lien upon the property of Landlord and/or upon rental due Landlord or granting Tenant a right to terminate this Lease upon a default by Landlord); provided, however, that Landlord shall continue for a period of thirty not be in default hereunder (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for pursue any such defaultclaim for damages in connection with any such failure) unless and until Tenant shall have delivered to Landlord a written notice specifying such default with particularity, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall thereafter have no failed to cure such default within thirty (30) days (or, if the nature of Landlord’s obligation with respect thereto until final adverse determination thereof. If Tenant and is such that more than thirty (30) days are reasonably required for its performance, then not unless Landlord shall fail, in good faith, have failed to resolve any commence such dispute performance of such cure within ten (10) days after its receipt of notice thereof from Tenant and thereafter diligently pursue the same to completion). In the event Landlord’s Notice failure to perform an obligation of disputeLandlord to be performed under this Lease materially adversely affects Tenant’s use of the Tenant Space for the Permitted Use, either may submit Landlord shall commence to cure such default within ten (10) business days following receipt of written notice from Tenant of such default, and in the matter for resolution event of an emergency, shall commence to cure such default within twenty-four (24) hours following receipt of written notice from Tenant of such default, and shall diligently pursue the curing thereof to completion. Unless and until Landlord shall have so failed to so cure any such failure after such notice, Tenant shall not have any remedy or cause of action by reason thereof. Except as expressly set forth in accordance with Article 22this Lease, in no event shall Tenant have the right to terminate the Lease nor shall Tenant’s obligation to pay Base Rent or other charges under this Lease xxxxx based upon any default by Landlord of its obligations under the Lease.

Landlord Default. If In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give any Mortgagee (as defined in Article 21, by registered mail, a copy of any notice of default which is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing (whether by way of notice of an assignment of lease, request to execute an estoppel letter, or otherwise), of the identity and address of any such Mortgagee. Tenant further agrees that if Landlord shall have failed to cure such default in within the performance time provided by law or observance of any of its covenants or obligations set forth such additional time as may be provided in this Agreement -29- |US-DOCS\129492181.2|| Lease or any obligation of such notice to Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default Mortgagee shall continue for have a period of thirty (30) days after Notice thereof from Tenant the last date on which Landlord could have cured such default within which such Mortgagee will be permitted, but not be obligated, to Landlord and any applicable Facility Mortgageecure such default. If such default cannot be cured within such thirty‑(30)‑day period, or then such Mortgagee shall have such additional period time as may be reasonably required necessary to correct the samecure such default, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject if prior to the provisions end of such thirty‑(30)‑day period such Mortgagee has commenced and is diligently pursuing such cure or the following paragraphremedies under the Mortgage necessary for Mortgagee to be able to effect such cure, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. which event Tenant shall have no right with respect to such default while such cure and remedies are being diligently pursued by such Mortgagee. Except as may be expressly provided in this Lease, in no event shall Tenant have the right to terminate the Lease nor shall Tenant’s obligation to pay Base Rent or other charges under this Agreement for Lease xxxxx based upon any default by Landlord hereunder and of its obligations under the Lease. In no right, for any such default, to offset event shall Landlord or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and LandlordRelated Party ever be liable to Tenant for loss of profits, before the expiration loss of the applicable cure periodbusiness, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If or indirect or consequential damages suffered by Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22from whatever cause.

Landlord Default. If Landlord shall fail to perform any term or provision under this Lease required to be performed by Landlord, Landlord shall not be deemed to be in default in the performance or observance hereunder nor subject to any claims for damages of any of its covenants or obligations set forth in this Agreement or any obligation of Landlordkind, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any unless such default failure shall continue have continued for a period of thirty (30) days after Notice written notice thereof from Tenant by Tenant; provided, if the nature of Landlord’s failure is such that more than thirty (30) days are reasonably required in order to cure, Landlord shall not be in default if Landlord commences to cure such failure within such thirty (30) day period, and thereafter diligently prosecutes a cure to completion. The aforementioned periods of time permitted for Landlord to cure shall be extended for any applicable Facility Mortgageeperiod of time during which Landlord is delayed in, or prevented from, curing due to fire or other casualty, strikes, lock-outs or other labor troubles, shortages of equipment or materials, governmental requirements, power shortages or outages, acts or omissions by Tenant or other Persons, and other causes beyond Landlord’s reasonable control. If Landlord shall fail to cure within the times permitted for cure herein, Landlord shall be in default of this Lease and Tenant shall have all rights and remedies under law, including the right to terminate this Lease if any such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence uncured default is of a “Landlord Default” by a second Notice to Landlord material nature which deprives Tenant of its use and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions occupancy of the following paragraphPremises other than on a temporary basis or to a de minimis extent. Further, invoice in recognition that Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant must receive timely payments of Rent in curing order to operate the sameComplex, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right of self-help to terminate this Agreement for perform repairs or any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence obligation of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereofright to withhold, set-off, or xxxxx Rent except as otherwise provided herein. If Tenant and Landlord shall failmay offset against the Rent otherwise due from Tenant under this Lease the amount of any final, in good faith, to resolve any such dispute within ten (10) days after non-appealable judgment entered against Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.

Landlord Default. If Landlord shall be in default in the performance or observance of under this Lease if (i) Landlord fails to perform any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, hereunder and any such default shall continue said failure continues for a period of thirty (30) 60 days after Notice written notice thereof from Tenant to Landlord and any applicable Facility Mortgagee(provided that if such failure cannot reasonably be cured within said 60 day period, Landlord shall be in default hereunder only if Landlord fails to commence the cure of said failure within said 60 day period, or having commenced the curative action within said 60 day period, fails to diligently pursue same) and (ii) each Mortgagee (as defined in Section 23) of whose identity Tenant has been notified in writing shall have failed to cure such additional default within 30 days (or such longer period of time as may be reasonably required specified in any written agreement between Tenant and Mortgagee regarding such matter) after receipt of written notice from Tenant of Landlord’s failure to correct cure within the same, Tenant may declare time periods provided above. In the occurrence event of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder under the Lease, Tenant shall use reasonable efforts to mitigate its damages and no right, for losses arising from any such defaultdefault and Tenant may pursue any and all remedies available to it at law or in equity, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlordprovided, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forthhowever, in reasonable detailno event shall Tenant claim a constructive or actual eviction or that the Premises have become unsuitable or unhabitable prior to a default and failure to cure by Landlord and its Mortgagee under this Lease and, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall failfurther provided, in good faithno event shall Tenant be entitled to receive more than its actual direct damages, to resolve it being agreed that Tenant hereby waives any such dispute within ten (10) days after Landlord’s Notice of dispute, either claim it otherwise may submit the matter have for resolution in accordance with Article 22special or consequential damages.

Landlord Default. If Landlord shall not be in default in the performance or observance of any of its covenants or obligations set forth in obligation required to be performed by Landlord under this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Lease unless Landlord acts reasonably to commence such cure within a reasonable period following Tenant’s obligation pursuant written notice of such default specifying in detail Landlord’s failure to this Agreementperform, and any thereafter fails to perform such default shall continue for a period of obligation within thirty (30) days after Notice thereof the receipt of written notice from Tenant Tenant; provided however, that if the nature of Landlord’s obligation is such that more than thirty (30) days are required for its performance, then Landlord shall not be deemed in default if it commences such performance within such thirty (30) day period and thereafter diligently pursues the same to Landlord and completion. Upon any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the sameuncured default by Landlord, Tenant may declare exercise any of its rights provided in law or at equity; provided, however: (a) Tenant shall have no right to offset or xxxxx rent in the occurrence event of a “any default by Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafterunder this Lease, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (except to the extent permitted by lawoffset rights are specifically provided to Tenant in this Lease; (b) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement Lease (except to the extent it is that it is finally adjudicated (by any judicial decision by a court with jurisdiction over the Premises, binding arbitration, settlement agreement or otherwise), that Landlord breached the covenant of quiet enjoyment as set forth in Article 20 and as part of such adjudication, either this Lease is found to have been terminated by operation of law, or Tenant is expressly permitted to terminate this Lease as the result of Landlord’s breach of the covenant of quiet enjoyment); (c) Tenant’s rights and remedies hereunder shall be limited to the extent (i) Tenant has expressly waived in this Lease any of such rights or remedies and/or (ii) this Lease otherwise expressly limits Tenant’s rights or remedies; and (d) Landlord will not be liable for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22consequential damages.

Landlord Default. If Landlord shall default in the performance fail to pay when due any amounts required to be paid by Landlord under this Lease or observance of to observe any of its the covenants or obligations set forth in on Landlord's part to be performed under this Agreement Lease or to comply with any obligation other provisions of this Lease, such act or omission shall constitute a default by Landlord under this Lease. In the event of a default by Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant Tenant may give written notice to this AgreementLandlord, and if Landlord thereafter fails to cure any such default shall continue for a period involving the payment of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute money within ten (10) days after Landlord’s Notice the date on which such notice was given, or if the default involves some act or omission other than the payment of disputemoney and shall not be cured within thirty (30) days after the date on which such notice was given (provided, either may submit however, if the matter for resolution default involves some act or omission other than the payment of money which cannot be cured within thirty (30) days after the date on which such notice was given, Tenant shall not exercise any of its remedies unless the cure thereof is not undertaken promptly within such period and thereafter expeditiously completed), then Tenant may, at Tenant's option, perform any such term, provision or condition and any payments made by Tenant in accordance connection therewith shall be immediately due and owing by Landlord to Tenant, and Tenant shall have the right to deduct the amount thereof, together with Article 22the interest at the maximum legal rate thereon, from the Fixed Rents then due or thereafter coming due under this Lease. In addition, Tenant shall have a right to terminate this Lease or exercise any other remedies available to it under Texas law.

Landlord Default. If Notwithstanding anything to the contrary set forth in this Lease, Landlord shall will not be in default in the performance or observance of any obligation that Landlord is required to perform under the terms of this Lease unless Landlord fails to perform the obligation within thirty (30) days after the receipt of Notice from Tenant specifying in reasonable detail Landlord’s failure to perform; if, however, the nature of Landlord’s obligation is such that it cannot be rectified through the payment of money or the exercise of reasonable diligence within that 30-day period, a default on Landlord’s part will not arise so long as Landlord commences to rectify its failure within that initial 30-day period and subsequently pursues the rectification of its covenants or obligations set forth failure with diligence and continuity but in this Agreement or any event within one hundred twenty (120) days of Landlord’s receipt of Tenant’s initial Notice of Landlord’s default. Furthermore, Tenant will have no rights as a result of the failure by Landlord to perform any obligation that Landlord is required to perform under the terms of Landlordthis Lease, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue unless that failure continues for a an additional period of thirty (30) days from and after the later to occur of: (i) the expiration of Landlord’s cure period and (ii) the date on which Tenant gives Notice thereof from specifying the obligation Landlord has failed to perform to each Interest Holder whom Landlord has designated by giving Tenant Notice. Each Interest Holder entitled to Landlord receive that notice will have the right (but not the duty) to rectify Landlord’s failure to perform, and any applicable Facility Mortgagee, or Landlord’s failure to perform will not constitute a default so long as the Interest Holder rectifies Landlord’s failure to perform within such additional thirty (30) day period. A default on Landlord’s part will not arise so long as an Interest Holder commences to rectify Landlord’s failure to perform within that 30-day period as may be reasonably required to correct and subsequently pursues the samerectification of such failure with diligence and continuity. If any default by Landlord is not cured by Landlord or the Interest Holder within the grace periods established above in this Section 19.6, Tenant may declare perform on behalf of Landlord the occurrence obligation with respect to which Landlord is delinquent. Notwithstanding the foregoing, if Tenant reasonably determines that any Landlord Emergency Repair is required that Landlord is required hereunder to make, Tenant shall have the right to make such repair, prior to the expiration of Landlord’s extended cure period, under the same terms and conditions applicable to Landlord’s right to make Emergency Repairs under Section 7.2 hereof (but without imposition of any overhead fee). If an Emergency Situation (as defined herein) or Adverse Condition (as defined herein) involving the Premises or Tenant’s personnel or property exists, then Landlord shall promptly commence and diligently perform or take such actions, if any, required of Landlord under this Lease necessary to cure or remediate such Emergency Situation or Adverse Condition. Notwithstanding anything to the contrary contained herein, if (i) any Emergency Situation occurs or (ii) there is an actual breach by Landlord of one of its repair, replacement or remediation obligations under this Lease with respect to a Landlord Capital Improvement (and such repair, replacement or remediation is not the result of any act or omission of Tenant or any Tenant-Related Party) (“Landlord Breach”), and such Emergency Situation or Landlord Breach renders the Premises untenantable, or any portion thereof constituting at least one half of a floor or more (an “Adverse Condition”), then Tenant shall give Landlord Default” Notice (which in such event may initially be a telephonic Notice followed by a second Notice written Notice) to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.’s

Landlord Default. If Landlord shall be in default in under this Lease (herein "Landlord's Default") upon the performance failure or observance of any of its covenants or obligations set forth in this Agreement or any obligation refusal of Landlord, at any time during the Term, to fulfill or perform any covenant, agreement or obligation of Landlord hereunder if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default failure or refusal shall continue without correction for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, (or such additional shorter period of time as reasonable in an emergency or such longer period as may reasonably necessary as provided below) after written notice thereof to Landlord, provided that if such covenant, agreement or obligation shall be of such a nature that it cannot be reasonably required fulfilled or performed within such thirty (30) days exercising due diligence and if Landlord in good faith commences to correct fulfill or perform same within said thirty (30) day period, a Landlord’s Default shall not be deemed to have occurred if Landlord is then diligently pursuing the samefulfillment or performance of the covenant, agreement or obligation and shall thereafter continuously and diligently proceed therewith until completion. Tenant may declare the occurrence of a “shall have all remedies at law and in equity upon any such Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions following. Notwithstanding anything else contained in this Lease, should Landlord breach any of its duties or obligations to Tenant in respect of any Landlord-required repair actions within or to the Premises itself only, and if Tenant reasonably concludes that an emergency situation exists in or to the Premises which materially jeopardizes Tenant’s ability to operate business (including imminent harm to person or property), Tenant shall provide such written notice and time for Landlord to cure as may be practicable under the circumstances and Tenant in such circumstances only, where Landlord does not timely then commence the cure and prosecute same with reasonable diligence toward completion, may take such action as is reasonably necessary to begin to remedy such emergency situation so as to mitigate damages and losses, pending Landlord’s undertaking action as required under this Lease, but taking same to completion where (if) Landlord does not undertake the effort in a reasonable time under the circumstances (and the parties acknowledge that under emergency circumstances it is possible to reasonably conclude that very little notice is sufficient due to such exigency). In connection therewith, provided Tenant is not in default or violation of this Lease of which written notice has been given (and if so, not until such default or violation has been cured), Landlord shall promptly thereafter reimburse Tenant following submission of reasonable documentation evidencing the reasonable actual expenses reasonably so incurred by Tenant (including paid receipts therefor so as to assure Landlord of repairs having been performed in a good and xxxxxxx-like manner to lien-free completion) in taking only such action herein permitted which was otherwise required of Landlord; provided further, however, notwithstanding this sentence, no such action may be taken by Tenant in respect of the following paragraphroof except Tenant may take certain reasonable non-structural non-invasive non-damaging measures to mitigate its losses, invoice such as having a tarp or other covering or similar temporary protection installed or placed but only while exercising commercially reasonable care in good faith to try to avoid further damaging the roof or voiding any roof warranty or bond; and provided further under no circumstances may Tenant take a rental off-set or abatement in respect of any cost, expense or reimbursement so incurred or otherwise due Tenant hereunder, Tenant’s sole and exclusive remedy for Landlord’s failure to reimburse same being limited to an action for damages against Landlord for costs (and expenses (including the prevailing party shall be entitled to recover from the non-prevailing party, such prevailing party’s reasonable attorneys’ fees and court costs) costs reasonably incurred by in the prosecution or defense of such an action (as applicable), through and including appellate levels). Under no circumstances shall any provision of this Lease be deemed or construed to consent to or otherwise permit Tenant in curing the same, together with interest thereon to take any such actions outside of its Premises (other than as to the extent permitted by law) from roof as aforesaid and other than against the date Landlord receives Tenant’s invoice until paid, at immediate exterior if the Overdue Rate. Tenant shall have no right to terminate this Agreement situation qualifies otherwise hereunder for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22self-help attention).

Landlord Default. If In the event that Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or fail to perform any obligation of LandlordLandlord to be performed under this Lease, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, sole and exclusive remedies for any such default failure shall continue be an action for money damages, specific performance and/or injunctive relief (Tenant hereby waiving the benefit of any laws granting Tenant a period lien upon the property of thirty (30) days after Notice thereof from Tenant Landlord and/or upon rental due to Landlord or granting Tenant a right to terminate this Lease upon a default by Landlord); provided, however, that Landlord shall not be in default hereunder (and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for pursue any such defaultclaim for damages in connection with any such failure) unless and until Tenant shall have delivered to Landlord a written notice specifying such default with particularity, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall thereafter have no failed to cure such default within thirty (30) days (or, if the nature of Landlord’s obligation with respect thereto until final adverse determination thereof. If Tenant and is such that more than thirty (30) days are reasonably required for its performance, then not unless Landlord shall failhave failed to commence such performance of such cure within such thirty (30) day period and thereafter diligently pursue the same to completion within sixty (60) days). In the event Landlord’s failure to perform an obligation of Landlord to be performed under this Lease materially adversely affects Tenant’s use of the Tenant Space for the Permitted Use, in good faith, Landlord shall commence to resolve any cure such dispute default within ten (10) business days following receipt of written notice from Tenant of such default, and in the event of an emergency, shall commence to cure such default within twenty-four (24) hours following receipt of written notice from Tenant of such default, and shall diligently pursue the curing thereof to completion. Unless and until Landlord shall have so failed to so cure any such failure after Landlordsuch notice, Tenant shall not have any remedy or cause of action by reason thereof. Except as expressly set forth in this Lease, in no event shall Tenant have the right to terminate the Lease nor shall Tenant’s Notice obligation to pay Base Rent or other charges under this Lease xxxxx based upon any default by Landlord of dispute, either may submit its obligations under the matter for resolution in accordance with Article 22Lease.

Landlord Default. If Landlord shall default in fail to perform or observe (a) any covenant or obligation required to be performed by Landlord hereunder or (b) any obligation of Landlord, under any Third Party Lease, any Power Test Lease, the Leemilt's Lease, the Gettymart Lease or Fee Mortgage the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s 's obligation pursuant to this Agreementhereunder, and any such default Default referred to in clause (a) or (b) shall continue for (x) with respect to a monetary Default a period of thirty ten (3010) days Business Days after Notice thereof from Tenant and (y) with respect to Landlord and any applicable Facility Mortgageea non-monetary Default, thirty (30) Business Days after Notice thereof from Tenant or such additional longer period as may be reasonably required reasonable under the circumstances, then upon Landlord's receipt of a second Notice from Tenant with respect to correct the samesuch Default, Tenant may declare a "Landlord Default" shall be deemed to have occurred hereunder. Upon the occurrence of a “any such Landlord Default” by a second Notice , Tenant shall have the right, but not the obligation, to Landlord and make such payment or perform such act on Landlord's part that gave rise to such Facility MortgageeLandlord Default. ThereafterIn the event that a court of competent jurisdiction enters a final, non-appealable judgment or order confirming the occurrence of any such Landlord Default and allowing Tenant may forthwith cure to recover the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing such Landlord Default, then Tenant shall have the right to offset against any payment of Fixed Rent due hereunder an amount equal to the damages suffered by Tenant as a result of such Landlord Default, as set forth in such final order or judgement. In the event that Tenant elects to offset any amount against Fixed Rent in accordance with this Section 31.1, Tenant shall give Landlord Notice of such election to offset at least twenty (20) days prior to effecting the same, together with interest thereon (which Notice shall include the amount of damages set forth in such final order or judgment, the amount that Tenant plans to offset, and the timing of such offset. Nothing contained in this Section shall be deemed to limit Tenant's right to offset Rent pursuant to the extent permitted by law) from express provisions of Section 3.5. Anything to the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forthcontrary contained herein notwithstanding, in reasonable detail, the basis therefor, no event shall a Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall failoccur if such Default or alleged Default arises either directly or indirectly from the acts or omissions of Tenant, in good faithSubtenant or their respective agents, to resolve any such dispute within ten (10) days after Landlord’s Notice of disputecontractors, either may submit the matter for resolution in accordance with Article 22employees, licensees or invitees.

Landlord Default. If Landlord shall not be in default in the performance or observance of any of its covenants or obligations set forth in obligation required to be performed by Landlord under this Agreement or any Lease unless Landlord has failed to perform such obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of within thirty (30) days after Notice thereof the receipt of written notice to Landlord (and any mortgagee of whom Tenant has been notified) from Tenant specifying in detail Landlord’s failure to perform; provided however, that if the nature of Landlord’s obligation is such that more than thirty (30) days are required for its performance, then Landlord shall not be deemed in default if it commences such performance within such thirty (30) day period and thereafter diligently pursues the same to completion. Tenant agrees that, prior to commencing a legal action against Landlord for failure to cure such default as provided in the preceding sentence, any mortgagee which received notice of such default shall have an additional thirty (30) days to cure such default (unless such cure would take longer and such mortgagee has commenced such cure within said thirty (30) day period). Upon any such uncured default by Landlord and any applicable Facility Mortgagee, or mortgagee which received notice of such additional period as may be reasonably required to correct the samedefault, Tenant may declare exercise any of its rights provided in law or at equity; provided, however: (a) Tenant shall have no right to offset or xxxxx rent in the occurrence event of a “any default by Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafterunder this Lease, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (except to the extent permitted by lawoffset rights are specifically provided to Tenant in this Lease; (b) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement Lease; (c) Tenant’s rights and remedies hereunder shall be limited to the extent (i) Tenant has expressly waived in this Lease any of such rights or remedies and/or (ii) this Lease otherwise expressly limits Tenant’s rights or remedies; and (d) Landlord will not be liable for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22consequential damages.

Landlord Default. If Landlord shall default in Landlord’s failure or refusal to perform any provision of this Lease which it is obligated to perform or the performance or observance breach of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreementcovenant herein, and any the continuation of such default shall continue failure or refusal for a period of thirty (30) days after Notice thereof receipt of written notice from Tenant to of such failure or refusal, shall be a default by Landlord and any applicable Facility Mortgagee(each, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” ”); provided, however, that if the failure or refusal to perform cannot reasonably be cured by Landlord within thirty (30) days after receipt by Landlord of the required notice from Tenant, despite reasonably diligent effort by Landlord, then Tenant shall not exercise any of its rights and remedies under this Section 10.10 if Landlord commences a second Notice cure within thirty (30) days after receipt of notice thereof and diligently pursues such cure to completion. In the event of a Landlord Default, and without waiving any other remedy or claim for damages or breach of this Lease, but subject to such Facility Mortgagee. Thereafterthe preceding sentence, Tenant may forthwith elect to cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord shall reimburse Tenant for the actual and reasonable cost of curing such Landlord Default. Notwithstanding anything in Section 10.10 to the contrary, in the event of an Emergency Situation (defined herein), if the Landlord Default is not cured after reasonable notice to or attempts to notify Landlord, before which may be a shorter notice as practicable under the expiration of circumstances, Tenant may cure the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereofreimburse Tenant for the actual and reasonable cost of curing such Landlord Default, provided that such cure is not more extensive than is reasonably necessary under the circumstances. If Tenant and Landlord shall failAs used in this Section 10.10, “Emergency Situation” means a situation which imminently threatens serious injury to persons or property in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit or on the matter for resolution in accordance with Article 22.Premises. 10.11

Landlord Default. If Notwithstanding anything to the contrary set forth ---------------- in this Lease, Landlord shall be in default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation required to be performed by Landlord pursuant to this AgreementLease if (i) Landlord is obligated to make a payment of money to Tenant, and any Landlord fails to pay such default shall continue for a period unpaid amounts within ten (10) days of written notice from Tenant that the same was not paid when due, or (ii) such failure is other than the obligation to pay money, and Landlord fails to perform such obligation within thirty (30) days after Notice thereof the receipt of notice from Tenant specifying in detail Landlord's failure to perform; provided, however, if the nature of Landlord's obligation is such that more than thirty (30) days are required for its performance, then Landlord shall not be in default under this Lease if it shall commence such performance within such thirty (30) day period and thereafter diligently pursue the same to completion. Upon any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the samedefault by Landlord under this Lease, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereaftermay, Tenant may forthwith cure the same and, subject except as otherwise specifically provided in this Lease to the provisions contrary, exercise any of the following paragraphits rights provided at law or in equity; provided that, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant except as otherwise specifically provided in curing the same, together with interest thereon (this Lease to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paidcontrary, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Lease. Tenant shall have the right to terminate this Lease if after giving the notice required above, Landlord hereunder and no right, for any such default, fails timely to offset pay the Tenant Improvement Allowance or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration cure a breach of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice covenant of dispute, either may submit the matter for resolution in accordance with Article 22quiet enjoyment.

Landlord Default. If Landlord shall be in default in under the performance Lease if (i) Landlord fails to pay any sum or observance of sums due to Tenant or fails to perform any of its covenants obligations hereunder and said failure continues for a period of 30 days after written notice thereof from Tenant to Landlord (provided that if such failure cannot reasonably be cured within said 30 day period, Landlord shall be in default hereunder only if Landlord fails to commence the cure of said failure as soon as reasonably practicable under the circumstances, or obligations set forth having commenced the curative action, fails to diligently pursue same) and (ii) each Mortgagee, (as defined in this Agreement Article 23), if any, of whose identity Tenant has been notified in writing shall have failed to cure such default within 30 days (or such longer period of time as may be specified in any obligation written agreement between Tenant and Mortgagee regarding such matter) after receipt of written notice from Tenant of Landlord’s failure to cure within the time periods provided above. In the event of a default by Landlord under the Lease, Tenant shall use reasonable efforts to mitigate its damages and losses arising from any such default and Tenant may pursue any and all remedies available to it at law or in equity, provided, however, in no event shall Tenant claim a constructive or actual eviction or that the Premises have become unsuitable or unhabitable prior to a default and failure to cure by Landlord and its Mortgagee, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this AgreementLease, and any such default shall continue for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forthfurther provided, in reasonable detailno event shall Tenant be entitled to receive more than its actual direct damages, the basis therefor, no Landlord Default shall be deemed to it being agreed that Tenant hereby waives any claim it otherwise may have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22special or consequential damages.

Landlord Default. If (a) In the event that Landlord defaults under its obligations under this Lease, Tenant shall promptly notify Landlord in writing of such default and Landlord shall have thirty (30) days within which to cure such default in the performance (or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which such default is not capable of being cured within such time, Landlord shall have such longer period as may be reasonably necessary to cure such default, not to exceed one hundred eighty (180) days from the date of Tenant’s obligation pursuant notice, provided Landlord commences to this Agreement, and any cure such default within such initial thirty (30) day period and thereafter diligently pursues such cure to completion), provided however that if Tenant reasonably believes that the failure to cure such default could reasonably result in significant personal injury or death, or damage to property in an amount in excess of $25,000.00 (in each case, an “Emergency Default”), Tenant may elect to cure such Emergency Default prior to such notice provided that Tenant shall continue provide Landlord such notice as is reasonable under the circumstances. In the event that Tenant elects to cure an Emergency Default, Landlord shall reimburse Tenant for a period of all reasonable, out-of-pocket expenses incurred by Tenant in connection with such cure within thirty (30) days after Notice thereof from demand by Tenant along with reasonable evidence Tenant has paid such out-of-pocket expenses. In the event that Landlord does not cure a non-Emergency Default within such thirty (30) day period or does not diligently proceed to Landlord and any applicable Facility Mortgagee, or cure such additional period as may be reasonably required to correct the samenon-Emergency Default if such default is not capable of being cured within such thirty (30) day period, Tenant may declare shall have the occurrence right, after notifying Landlord of a “such election, to cure such non-Emergency Default on Landlord’s behalf and Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereaftershall reimburse Tenant for all reasonable, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and out-of-pocket expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together connection with interest thereon such cure within thirty (to the extent permitted 30) days after demand by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any along with reasonable evidence Tenant has paid such default, to offset or counterclaim against any Rent or other charges due hereunderout-of-pocket expenses. If Landlord shall in good faith dispute the occurrence of fail to pay any Landlord Default and Landlord, before the expiration of the applicable cure such expenses within any such thirty (30) day period, such expenses shall give Notice thereof bear interest at the Default Rate from five (5) business days after the date due through the date on which such amount is paid to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereofTenant by Landlord. If Tenant and Landlord shall fail, in good faith, fails to resolve pay any such dispute expenses and accrued interest within ten (10) business days following a second written notice to Landlord following the initial thirty (30) day period, Tenant shall have the right to deduct such amounts, including accrued interest at the Default Rate, as an offset from Rent then due or thereafter coming due under this Lease; provided, however, the monthly amount of such offset shall not exceed the greater of (i) thirty percent (30%) of the monthly Rent payable by Tenant hereunder, and (ii) an amount of the monthly Rent payable hereunder that is necessary to fully amortize, on a straight line basis, the amounts owed by Landlord to Tenant hereunder over the remaining term of the Lease (not including any then-exercised Renewal Terms), together with interest at the Default Rate. In the event that Tenant exercises its self-help rights under this Section 11.05(a), and if Landlord provides written notice to Tenant that Landlord reasonably disputes whether Tenant was in fact entitled to exercise its self-help rights under this Section 11.05(a), then following a period of ten (10) business days after LandlordTenant’s Notice receipt of disputesuch notice during which Landlord and Tenant shall attempt in good faith to resolve their differences, either may submit the matter for resolution any unresolved dispute shall be referred to binding arbitration in accordance with Article 22the procedures set forth in paragraph 7 of the Work Letter, provided that in the event of non-Emergency Default, Tenant shall refrain from proceeding to cure such non-Emergency Default from the time Tenant receives Landlord’s notice that Landlord reasonably disputes whether Tenant was in fact entitled to exercise its self-help rights under this Section 11.05(a) until such dispute is either resolved by the parties or by binding arbitration pursuant to this Section 11.05(a).

Landlord Default. If In the event that Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or fail to perform any obligation of LandlordLandlord to be performed under this Lease, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, sole and exclusive remedies for any such default failure shall continue be an action for money damages (subject to Sections 14.1 and 14.3), specific performance and/or injunctive relief (Tenant hereby waiving the benefit of any laws granting Tenant a period lien upon the property of thirty (30) days after Notice thereof from Tenant Landlord and/or upon rental due to Landlord or granting Tenant a right to terminate this Lease upon a default by Landlord); provided, however, that Landlord shall not be in default hereunder (and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for pursue any such defaultclaim for damages in connection with any such failure) unless and until Tenant shall have delivered to Landlord a written notice specifying such default with particularity, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall thereafter have no failed to cure such default within thirty (30) days (or, if the nature of Landlord’s obligation with respect thereto until final adverse determination thereof. If Tenant and is such that more than thirty (30) days are reasonably required for its performance, then not unless Landlord shall failhave failed to commence such performance of such cure within such thirty (30) day period and thereafter diligently continue to pursue the same to completion). In the event Landlord’s failure to perform an obligation of Landlord to be performed under this Lease materially adversely affects Tenant’s use of the Tenant Space for the Permitted Use, in good faith, Landlord shall commence to resolve any cure such dispute default within ten (10) business days following receipt of written notice from Tenant of such default, and in the event of an emergency, shall commence to cure such default within twenty-four (24) hours following receipt of written notice from Tenant of such default, and shall diligently pursue the curing thereof to completion. Unless and until Landlord shall have so failed to so cure any such failure after Landlordsuch notice, Tenant shall not have any remedy or cause of action by reason thereof. Except as expressly set forth in this Lease, in no event shall Tenant have the right to terminate the Lease nor shall Tenant’s Notice obligation to pay Base Rent or other charges under this Lease xxxxx based upon any default by Landlord of dispute, either may submit its obligations under the matter for resolution in accordance with Article 22Lease.

Landlord Default. If Landlord shall default in the performance or observance of any of its covenants non-monetary obligations hereunder, then Tenant, without being obligated to and without waiving such default, shall have the following remedies which shall be cumulative and shall be in addition to those remedies which Tenant may have at law or obligations set forth in this Agreement equity. If Tenant provides notice to Landlord (and any Overlessor or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance Mortgagee of which is not Tenant’s obligation pursuant to this AgreementTenant has been notified) of any default of Landlord hereunder other than the payment of money (the "Landlord Default Notice"), and any Landlord (or Overlessor or Mortgagee) shall fail to cure such default shall continue for a period of within thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, following the receipt of such notice (or such additional period as may be reasonably required to correct soon as possible under all of the samecircumstances in the event of an emergency), Tenant may declare perform any such obligation within the occurrence of a “Landlord Default” by a second Notice to Landlord Premises, and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure perform any such obligation outside the same and, subject Premises to the provisions extent Landlord's non-performance of such obligation outside the Premises has a material adverse effect on Tenant's use of the Premises; provided, however, if such default cannot reasonably be cured within such thirty (30) day period, Landlord shall not be in default if Landlord (or such Overlessor or Mortgagee) promptly commences the cure of such default and diligently pursues such cure to completion. The Landlord Default Notice shall set forth with reasonable particularity the nature of the default, shall state that such notice is being given in accordance with this Subsection 23.3, and shall contain the following paragraphstatement in capitalized bold type: "IF YOU FAIL TO PERFORM THE OBLIGATION REFERENCED IN THIS NOTICE WITHIN THE TIME PERIOD SPECIFIED IN THE LEASE, invoice Landlord for WE SHALL EXERCISE OUR SELF-HELP REMEDIES UNDER THE LEASE." The full reasonable amount of the costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the sameto perform such obligation, together with reasonable attorney's fee incurred by Tenant, shall be paid by Landlord to Tenant with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Interest Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.

Landlord Default. If In the event of any default by Landlord under this Lease, Tenant will give Landlord written notice specifying such default with particularity, and Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of thereupon have thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, (or such additional longer period as may be reasonably required in the exercise of due diligence) in which to correct the samecure any such default. Unless and until Landlord fails to so cure any default after such notice, Tenant may declare shall not have any remedy or cause of action by reason thereof. All obligations of Landlord hereunder will be construed as covenants, not conditions. Notwithstanding any other provisions of this Lease to the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereaftercontrary, Tenant may forthwith cure shall look solely to Landlord’s equity in the same andBuilding, subject and not to any other or separate business or non-business assets of Landlord, or any partner, shareholder, officers or representative of Landlord, for the provisions satisfaction of any claim brought by Tenant against Landlord, and if Landlord shall fail to perform any covenant, term or condition of this Lease upon Landlord’s part to be performed, and as a consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only: (i) out of the following paragraphproceeds of sale received upon levy against Landlord’s equity in the Building, invoice Landlord for costs and expenses /or (including reasonable attorneys’ fees and court costsii) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted not encumbered by law) a secured creditor, out of the rents or other incomes receivable by Landlord from the Building from and after the date of such judgment. Further, in the event the owner of Landlord’s interest in this Lease is at any time a partnership, joint venture or unincorporated association, Tenant agrees that the members or partners of such partnership, joint venture or unincorporated association shall not be personally or individually liable or responsible for the performance of any of Landlord’s obligations hereunder. With respect to any provisions of this Lease which provides that Landlord receives shall not unreasonably withhold or delay any consent or approval, Tenant shall not have, and Tenant hereby waives, any claim for money damages; nor shall Tenant claim any money damages by way of setoff, counterclaim or defense, based upon any allegation of unreasonableness by Landlord. Tenant’s invoice until paid, at the Overdue Rate. Tenant sole remedy shall have no right be an action or proceeding to terminate this Agreement for any default by Landlord hereunder and no right, for enforce any such defaultprovisions, to offset or counterclaim against any Rent for specific performance, injunction or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22declaratory judgment.

Landlord Default. If Landlord shall default in the performance fails to perform or observance observe or ---------------- otherwise breaches any term of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, Lease and any such default failure shall continue for a period of more than thirty (30) days after Notice thereof from Tenant gives Landlord written notice of such failure, or, if such failure does not arise out of a failure by Landlord to pay a sum of money and cannot reasonably be corrected within such 30-day period, if Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required does not commence to correct such default within such 30-day period and thereafter diligently prosecute the samecorrection of same to completion within a reasonable time, Tenant may declare a "Landlord Event of Default" shall exist under this Lease. Upon the occurrence of a “Landlord Event of Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith at Tenant's option, cure the same andLandlord Event of Default and the actual cost of such cure shall be payable by Landlord to Tenant within thirty (30) calendar days after written demand; provided, subject however, that if a failure by Landlord to perform or observe any term of this Lease gives rise to circumstances or conditions which constitute an emergency threatening human health or safety or substantial damage to the provisions Demised Premises or Tenant's personal property, or materially impeding the conduct of the following paragraphbusiness of Tenant at the Demised Premises, invoice Tenant shall be entitled to take immediate curative action (prior to the expiration of any notice and cure period set forth above) to the extent necessary to eliminate the emergency. If Landlord does not pay to Tenant the amount of such cost, upon written demand, Tenant may set off such cost against installments of Base Rent or other amounts due Landlord under this Lease. Such cost must be reasonably incurred and must not exceed the scope of the Landlord Event of Default in question, and if such costs are chargeable as a result of labor or materials provided directly by Tenant, rather than by unrelated third parties, the costs shall not exceed the amount which would have been charged by a qualified third party unrelated to Tenant. The quality of all work performed by Tenant must equal or exceed the quality of Landlord's Work. Such costs must be reasonably documented and copies of such documentation must be delivered to Landlord with the written demand for costs and expenses (including reasonable attorneys’ fees and court costs) reimbursement. Tenant shall be permitted to continue to set off against succeeding installments of Base Rent until the total amount of such cost actually incurred by Tenant has been recovered by Tenant. If Tenant elects to exercise its right of set-off, as provided in this Section 22.1, such set-off is intended to be the exclusive remedy available to Tenant with respect to the Landlord Event of Default which gave rise to the set-off. Accordingly, once Tenant has fully set off all of the permissible cost of curing the sameLandlord Event of Default, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall longer be deemed to have occurred and Landlord shall have no obligation be in default under this Lease with respect thereto until final adverse determination thereofto the Landlord Event of Default that was the subject of the set off. If Nothing contained in this Section 22.1 shall create or imply the existence of any obligation by Tenant and to cure any Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice Event of dispute, either may submit the matter for resolution in accordance with Article 22Default.

Landlord Default. If Subject to Section 14.2 hereof, if at any time during the Term, Landlord shall default in the performance or observance of has failed to perform any of its covenants or limited obligations set forth in under this Agreement or any obligation Lease, then Tenant shall provide written notice of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of to Landlord. If, within thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, Landlord's receipt of Tenant's notice (or such additional period shorter time as may be reasonably required to correct is reasonable, in the samecase of an emergency), Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any has not cured such default, or has not commenced and diligently pursued the cure thereof, then Tenant shall provide an additional written notice to offset Landlord. Then, if Landlord does not cure such default, or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default does not commence and Landlorddiligently pursue such cure, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days (or such shorter time as is reasonable, in the case of an emergency) after Landlord’s Notice 's receipt of disputesuch additional notice, either then Tenant may, in Tenant's sole discretion take such steps to cure such default as may submit be reasonably required. Landlord shall reimburse Tenant for the matter for resolution reasonable costs and expenses of such cure, including reasonable attorneys fees, with interest at the Maximum Rate of Interest from the date of the invoices to the date of payment by Landlord, and a ten percent (10%) administrative fee within thirty (30) days after Tenant has provided Landlord with a written statement thereof, together with reasonable supporting documentation. However, anything in accordance with Article 22this Section 10.6 or elsewhere in this Lease to the contrary notwithstanding, no actions taken by Tenant to cure any default of Landlord under this Lease shall ever be deemed (a) to constitute an eviction or disturbance of Tenant's use and possession of the Demised Premises, (b) to relieve Tenant from any of its obligations to pay Rent when due, without abatement (except as otherwise expressly provided in this Lease), or (c) to perform any of Tenant's other obligations under this Lease.

Landlord Default. If A “Landlord Default” shall default occur under this Lease in the performance event Landlord breaches any representation or observance of warranty made by it under this Lease or Landlord fails to perform or observe any of its covenants matter required to be performed or obligations set forth in observed by it under this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of Lease within thirty (30) days after Notice thereof Landlord’s receipt of notice from Tenant specifying Landlord’s failure to perform; provided, however, that if the nature of Landlord’s obligation is such that more than thirty (30) days are required for its performance, then a Landlord Default shall not be deemed to have occurred so long as Landlord shall commence such performance expeditiously after its receipt of notice from Tenant and thereafter diligently pursues the same to completion. Notwithstanding the foregoing or any other provision in this Lease, if the subject failure by Landlord to observe or perform any matter required to be performed or observed by it under this Lease would constitute an emergency or would materially impair Tenant’s ability to conduct its business operations in all or any portion of the Premises, and Tenant notifies Landlord of such circumstance (which notice may be telephonic in the event of an emergency) and, unless Landlord shall, diligently and promptly following Tenant’s notification of Landlord, undertake action to cure the subject failure on a expedited basis (which action may include, but not be limited to, ordering parts, engaging consultants, preparation of the site for necessary work or any combination of the foregoing), Tenant may, in addition to all other rights available to Tenant under this Lease, at law or in equity, give Landlord notice (which notice may also be telephonic in the event of an emergency but shall also be simultaneously given in writing) of such failure and if Landlord does not cure such circumstance within five (5) business days after such notice, then Tenant may cure the subject matter at Landlord’s cost by taking whatever action is reasonably necessary to cure the same. Landlord shall reimburse to Tenant, within thirty (30) days after Tenant’s delivery to Landlord and any applicable Facility Mortgageeof Tenant’s request together with reasonable evidence of payment of such amounts, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for all costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereundersubject matter. If Landlord fails to pay all such amounts to Tenant within the above-referenced thirty (30) day period, then interest shall in good faith dispute accrue thereon at the occurrence of any Landlord Default and Landlord, before Rate from the first day following the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no above-referenced thirty (30) day period until fully paid by Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If or offset by Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution against Rent in accordance with Article 22the terms of Section 20.C below.

Landlord Default. If In the event that Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or fail to perform any obligation of LandlordLandlord to be performed under this Lease, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, sole and exclusive remedies for any such failure shall be an action for money damages, specific performance and/or injunctive relief (Tenant hereby waiving the benefit of any laws granting Tenant a lien upon the property of Landlord and/or upon rental due Landlord or granting Tenant a right to terminate this Lease upon a default by Landlord); provided, however, that Landlord shall continue for a period of thirty not be in default hereunder (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for pursue any such defaultclaim for damages in connection with any such failure) unless and until Tenant shall have delivered to Landlord a written notice specifying such default with particularity, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall thereafter have no failed to cure such default within thirty (30) days (or, if the nature of Landlord’s obligation with respect thereto until final adverse determination thereof. If Tenant and is such that more than thirty (30) days are reasonably required for its performance, then not unless Landlord shall failhave failed to commence such performance of such cure within such thirty (30) day period and thereafter diligently pursue the same to completion). Notwithstanding the foregoing, in good faiththe event Landlord’s failure to perform an obligation of Landlord to be performed under this Lease materially adversely affects Tenant’s use of the Tenant Space for the Permitted Use, Landlord shall commence to resolve any cure such dispute default within ten (10) business days following receipt of written notice from Tenant of such default, and in the event of an emergency, shall commence to cure such default within twenty-four (24) hours following receipt of written notice from Tenant of such default, and shall diligently pursue the curing thereof to completion. Unless and until Landlord shall have so failed to so cure any such failure after such notice, Tenant shall not have any remedy or cause of action by reason thereof. Except as expressly set forth in this Lease, in no event shall Tenant have the right to terminate the Lease nor shall Tenant’s obligation to pay Base Rent or other charges under this Lease xxxxx based upon any default by Landlord of its obligations under the Lease. All obligations of Landlord hereunder will be construed as covenants, not conditions; and all such obligations will be binding upon Landlord only during the period of Landlord’s Notice possession of dispute, either may submit the matter for resolution in accordance with Article 22Building and not thereafter.

Landlord Default. If Landlord shall not be deemed to be in default in the performance or observance of any of its covenants or obligations set forth in obligation under this Agreement or any Lease unless and until it has failed to perform such obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of within thirty (30) days after Notice thereof from receipt of written notice by Tenant to Landlord specifying such failure; provided, however, that if the nature of Landlord's default is such that more than thirty (30) days are required for its cure, then Landlord shall not be deemed to be in default if it commences such cure within the thirty (30)-day period and thereafter diligently prosecutes such cure to completion. Tenant agrees to give any applicable Facility MortgageeMortgagee a copy, by certified mail, of any notice of default served upon Landlord, provided that prior to such notice Tenant has been notified in writing (by way of Notice of Assignment of Rents and Leases, or otherwise) of the address of such Mortgagee. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then any such Mortgagee shall have an additional forty-five (45) days within which to have the right, but not the obligation, to cure such default on the part of the Landlord or if such default cannot be cured within that time, then such additional period time as may be reasonably required necessary if within that forty-five (45) days the Mortgagee has commenced and is pursuing the remedies necessary to correct cure such default (including but not limited to commencement of foreclosure proceedings, if necessary, to effect such cure), in which event this Lease shall not be terminated while such remedies are being so pursued. If Tenant recovers any judgment against Landlord for a default by Landlord of this Lease, the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions judgment shall be satisfied only out of the following paragraphinterest of Landlord in the Project and neither Landlord nor any of its partners, invoice shareholders, officers, directors, employees or agents shall be personally liable for any such default or for any deficiency. Tenant's rights hereunder shall be in addition to, and shall not limit, Tenant's other rights expressly set forth in this Lease, including without limitation, in Section 12.7, above. 23. LANDLORD EXCULPATION The liability of Landlord for costs and expenses or its partners, shareholders, officers, directors, employees or agents (including reasonable attorneys’ fees and court costscollectively, the "Landlord Parties") incurred by to Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder under this Lease or arising in connection herewith or with Landlord's operation, management, leasing, repair, renovation, alteration or any other matter relating to the Project or the Premises shall be limited solely and exclusively to an amount which is equal to the interest of Landlord in the Building, and neither Landlord, nor any of the Landlord Parties shall have any personal liability therefor, and Tenant hereby expressly waives and releases such personal liability on behalf of itself and all persons claiming by, through or under Tenant. The limitations of liability contained in this Article 23 shall inure to the benefit of Landlord's and the Landlord Parties' present and future partners, beneficiaries, officers, directors, trustees, shareholders, agents and employees, and their respective partners, heirs, successors and assigns. Under no rightcircumstances shall any present or future partner of Landlord (if Landlord is a partnership), or trustee or beneficiary (if Landlord or any partner of Landlord is a trust), have any liability for the performance of Landlord's obligations under this Lease. Notwithstanding any contrary provision herein, neither Landlord nor the Landlord Parties shall be liable under any circumstances for injury or damage to, or interference with, Tenant's business, including but not limited to, loss of profits, loss of rents or other revenues, loss of business opportunity, loss of goodwill or loss of use, in each case, however occurring. None of the officers, directors, shareholders, agents or employees of the Original Tenant or its Affiliates shall be personally liable to Landlord for any such default, to offset obligation arising under this Lease. The terms of this Article 23 shall not alter or counterclaim against any Rent limit Tenant's specific rights as set forth in Section 12.7 or other charges due hereunderArticle 18. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 2224.

Landlord Default. If It shall constitute a default under this Lease (a “Landlord shall default in the performance Default”) if Landlord fails to keep, observe or observance of perform any of its covenants obligations to be kept, observed or obligations set forth in performed under this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of Lease within thirty (30) days after Notice thereof Landlord’s receipt of notice of nonperformance from Tenant; provided, however, that if the subject breach is not susceptible to cure within thirty (30) days, then within such additional time, if any, as is reasonably necessary to effectuate such cure, so long as Landlord has commenced such cure and diligently pursues same to completion, and provided further, that in the event of a breach constituting an emergency, Tenant shall be permitted to cure such breach immediately without providing Landlord notice. If Landlord fails to commence to cure such default within such thirty (30) day period or thereafter to diligently pursue the completion of such cure, then Tenant may elect (but shall not be obligated), to cure such default on behalf of Landlord. If Tenant elects to cure the default Landlord shall reimburse Tenant for the costs of such cure promptly following written demand therefore from Tenant provided that such demand is accompanied by reasonable supporting documentation concerning the nature of the costs in question. If such reimbursement is not provided to Tenant within thirty (30) after Landlord’s receipt of Tenant’s reimbursement demand Tenant may not setoff against rent but may pursue legal proceedings against Landlord to recover the amount in question. However, in the event that Tenant shall obtain a final judgment against Landlord concerning the amount in question and any applicable Facility Mortgagee, or such additional at that time Landlord’s equity in the Property is insufficient to satisfy the judgment Tenant shall be permitted to offset the amount of the judgment against rent due under this Lease. If the default in question by Landlord continues to persist after the expiration of the aforementioned thirty (30) day period (subject to extension as described above if the default in question can not be reasonably cured within thirty (30) days) and continues to remain outstanding after Landlord is given by Tenant a second written notice (which may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions provided no earlier than thirty (30) days after issuance of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costsfirst described notice) incurred by Tenant then in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. such event Tenant shall have no the right to terminate this Agreement for any default by Lease upon notice to Landlord hereunder and no right, for any such default, if provided to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten forty-five (1045) days after Landlord’s Notice the date of dispute, either may submit the matter for resolution in accordance with Article 22above described second notice.

Landlord Default. If Landlord shall default Subject to the terms of Section 7.1(c), in the performance event of a breach, default or observance noncompliance hereunder by Landlord, Tenant agrees, before exercising any right or remedy available Tenant, to give Landlord written notice of the claimed breach, default or noncompliance. If prior to its giving such notice Tenant has been notified in writing (by way of notice of assignment of rents and leases, or otherwise) of the address of any of its covenants or obligations set forth Lender (as defined in this Agreement or any obligation of Article 15), concurrently with giving the notice to Landlord, if any, under any agreement affecting Tenant agrees to also give notice by overnight delivery or registered mail to such Lender. For the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, following such notice (or such additional longer period of time as may be reasonably required to correct cure a matter which, due to its nature, cannot reasonably be remedied within thirty (30) days), Landlord shall have the sameright to cure the breach, default or noncompliance involved. If Landlord has failed to cure a default within said period, any such Lender shall have an additional thirty (30) days within which to cure the same or, if such default cannot be cured within that period, such additional time as may be necessary if within such thirty (30) day period said Lender has commenced and is diligently pursuing the actions or remedies necessary to cure the breach, default or noncompliance involved (including, but not limited to, commencement and prosecution of proceedings to foreclose or otherwise exercise its rights under its mortgage or other security instrument or ground lease, if necessary to effect such cure), in which event Tenant may declare shall not be entitled to exercise any right or remedy available to it under this Lease so long as such actions or remedies are being diligently pursued by said Lender. In no event shall Tenant have the right to terminate this Lease as a result of Landlord's default and Tenant's remedies shall be limited to an injunction and/or actual damages (but not special, punitive or consequential damages). If Tenant fails to give notice to Landlord and any Lender of a default within twelve (12) months after Tenant has actual knowledge of the occurrence of a “Landlord Default” by a second Notice the events pursuant to Landlord and to such Facility Mortgagee. Thereafterwhich the default arises or would occur with notice as provided above, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. thereafter Tenant shall have no right to terminate this Agreement for any deem the same a default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.

Landlord Default. If Landlord shall not be in default in the performance or observance of any of its covenants or obligations set forth in obligation required to be performed by Landlord under this Agreement or any Lease unless Landlord has failed to perform such obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of within thirty (30) days after Notice thereof the receipt of written notice to Landlord (and any mortgagee of whom Tenant has been notified in writing) from Tenant specifying in detail Landlord’s failure to perform; provided however, that if the nature of Landlord’s obligation is such that more than thirty (30) days are required for its performance, then Landlord shall not be deemed in default if it commences such performance within such thirty (30) day period and thereafter diligently pursues the same to completion. Tenant agrees that, prior to commencing a legal action against Landlord for failure to cure such default as provided in the preceding sentence, any mortgagee which received notice of such default shall have an additional thirty (30) days to cure such default (unless such cure would take longer and such mortgagee has commenced such cure within said thirty (30) day period). Upon any such uncured default by Landlord and any applicable Facility Mortgagee, or mortgagee which received notice of such additional period as may be reasonably required to correct the samedefault, Tenant may declare exercise any of its rights provided in law or at equity; provided, however: (a) Tenant shall have no right to offset or xxxxx Rent in the occurrence event of a “any default by Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafterunder this Lease, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (except to the extent permitted by lawoffset rights are specifically provided to Tenant in this Lease; (b) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement Lease; (c) Tenant’s rights and remedies hereunder shall be limited to the extent (i) Tenant has expressly waived in this Lease any of such rights or remedies and/or (ii) this Lease otherwise expressly limits Tenant’s rights or remedies; and (d) Landlord will not be liable for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22consequential damages.

Landlord Default. If Landlord Tenant shall default in the performance or observance give notice of Landlord’s failure to perform any of its covenants or obligations set forth in under this Agreement or any obligation of Lease to Landlord, if any, and to any Mortgagee whose name and address have been given to Tenant. Landlord shall not be in default under any agreement affecting the Leased Property, the this Lease unless Landlord (or such Mortgagee) fails to cure such non-performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of within thirty (30) days after Notice thereof from Tenant receipt of Tenant’s notice. However, if such non-performance requires more than thirty (30) days to Landlord and any applicable Facility Mortgageecure, or such additional period as may shall be reasonably required extended in the case of any such non-performance that cannot be cured by the payment of money where such non-performance can be cured, and Landlord begins promptly within said thirty (30) day period and thereafter diligently completes the cure. In no event shall either party under this Lease be liable for indirect or consequential damages except as provided in Section 18.3 or to correct the sameextent covered by insurance maintained by the party against whom such liability is claimed. No remedies expressly provided in this Lease shall be deemed to be indirect or consequential damages. If Landlord is in default in the performance of any of its obligations under this Lease, beyond applicable notice and cure periods, then, as Tenant’s sole remedy (except as set forth below), Tenant may declare shall have the occurrence of a “right to remedy such default on Landlord’s behalf (provided that Tenant uses reasonable efforts to avoid violating or rendering void any warranties maintained by EAST\174041517.9 Landlord), in which event Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, shall reimburse Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, within thirty (30) days after invoice Landlord for all reasonable costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing connection therewith. If (i) Landlord disputes Tenant’s right to have undertaken any such remedy or the sameamount of reimbursement claimed by Tenant, together with (ii) Tenant obtains a final, unappealable judgment against Landlord for failure to reimburse Tenant for such costs, and (iii) Landlord fails to pay such costs to Tenant within thirty (30) days following notice from Tenant of such judgment, then Tenant shall have the right to recover the same by an abatement of Fixed Rent, provided that such abatement (and the accrual of any interest thereon (on such amounts) shall cease at such time as and to the extent permitted by lawthat payment is tendered to Tenant. Notwithstanding the foregoing, if the amount of the abatement is more than ten percent (10%) from of the date aggregate amount of Fixed Rent due in any month, then the amount abated in any one month shall not exceed ten percent (10%) of the Fixed Rent and the excess amount of the abatement shall be carried forward with interest at the Default Rate provided that at the time of termination of this Lease, Landlord receives shall pay all accrued amounts due and owing to Tenant pursuant to this section. Tenant’s invoice until paid, at self-help rights under this Section 35.1 shall be exercised by Tenant only (i) with respect to conditions actually existing within the Overdue Rate. Premises (and not affecting the structural components of the Building or systems serving other tenants of the Building) and (ii) after Tenant shall have no right has provided Landlord with notice of Tenant’s intention to terminate this Agreement for any default by Landlord hereunder and no exercise such right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, has failed to resolve any such dispute commence action to remedy the condition complained of within ten (10) days after its receipt of such notice (or if Landlord commences to do the act required within such period but fails to proceed diligently thereafter). Tenant’s remedies under this Section 35.1 are personal to Tenant and may not be exercised by any subtenants or assignees (other than a Successor Entity) against Landlord. Tenant shall indemnify, save harmless and defend Landlord and its members, managers, officers, mortgagees, agents, employees, independent contractors, invitees and other persons acting under them from and against all liability, claim or cost (including reasonable attorneys’ fees) arising in whole or in part out of any negligent act or omission or willful misconduct in connection with Tenant’s Notice exercise of disputeits remedies pursuant to this Section 35.1. Tenant shall have the right to pursue such other remedies as may be available at equity, either may submit such as specific performance or injunctive relief, in addition to the matter for resolution specific remedies set forth in accordance with Article 22this Lease, where applicable, in the event of a Landlord default beyond applicable notice and cure periods.

Landlord Default. If In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give any Mortgagee (as defined in Section 20), a copy of any notice of default which is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing (whether by way of notice of an assignment of lease, request to execute an estoppel letter, or otherwise), of the address of any such Mortgagee. Tenant further agrees that if Landlord shall have failed to cure such default in within the performance time provided by law or observance of any of its covenants or obligations set forth such additional time as may be [***]Confidential treatment has been requested provided in this Agreement Lease or any obligation of such notice to Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default Mortgagee shall continue for have a period of thirty (30) days after Notice thereof from Tenant the last date on which Landlord could have cured such default within which such Mortgagee will be permitted, but not be obligated, to Landlord and any applicable Facility Mortgageecure such default. If such default cannot be cured within such thirty-(30)-day period, or then such Mortgagee shall have such additional period time as may be reasonably required necessary to correct the samecure such default, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject if prior to the provisions end of such thirty-(30)-day period such Mortgagee has commenced and is diligently pursuing such cure or the following paragraphremedies under the Mortgage necessary for Mortgagee to be able to effect such cure, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. which event Tenant shall have no right with respect to such default while such cure and remedies are being diligently pursued by such Mortgagee. Except as may be expressly provided in this Lease, in no event shall Tenant have the right to terminate the Lease nor shall Tenant’s obligation to pay Base Rent or other charges under this Agreement for Lease xxxxx based upon any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute of its obligations under the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22Lease.

Landlord Default. If Landlord It shall be a default in the performance under and breach of this Lease by landlord if it shall fail to perform or observance of observe any of its covenants term, condition, covenant or obligations set forth in obligation required to be performed or observed by it under this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue Lease for a period of thirty (30) days after Notice written notice thereof from Tenant Tenant. However, that if the term, condition, covenant or obligation to be performed by Landlord and any applicable Facility Mortgagee, or is of such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure nature that the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any cannot reasonably be performed within such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure thirty-day period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default such default shall be deemed to have occurred been cured if Landlord commences such performance within said thirty-day period and thereafter diligently completes the same. In this regard, if Landlord shall fail to perform any obligation on Landlord's part to be performed hereunder, Tenant may, after the notice required above or without notice if in Tenant's judgment an emergency shall exist, perform such obligation at Landlord's expense and, on written notice to Landlord, Tenant may demand reimbursement therefor or part thereof, from Landlord, and Landlord shall have no obligation with respect thereto until final adverse determination thereofpromptly reimburse Tenant after such notice and demand. If Tenant and Landlord shall fail, in good faith, to resolve Upon the occurrence of any such dispute within ten (10) days after Landlord’s Notice of disputeuncured default, either Tenant may submit xxx for injunctive relief or to recover reimbursement for funds reasonably expended in curing or for damages for any loss resulting from the matter for resolution in accordance with Article 22breach, but Tenant shall not be entitled to terminate this Lease or withhold or xxxxx any rent due hereunder unless such uncured default shall work a constructive eviction on Tenant, or render the Building untenable.

Landlord Default. If Landlord shall No default in the performance or observance breach of any of its the terms, covenants or obligations set forth in conditions of this Agreement Lease shall exist on the part of Landlord until (i) Tenant shall serve upon Landlord a notice specifying with particularity wherein said default or any obligation of Landlordbreach is alleged to exist and (ii) Landlord shall fail to perform or observe said term, if anycovenant or condition, under any agreement affecting as the Leased Propertycase may be, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of within thirty (30) days after Notice thereof from receiving said notice. Except in the case of a casualty or condemnation, (a) if Tenant provides notice (the “Repair/Service Notice”) to Landlord of the need for any repairs that are Landlord’s obligation pursuant to this Lease (a “Required Action”), and (b) Landlord fails to perform the Required Action within a commercially reasonable period of time not to exceed thirty (30) days (which period shall be extended on a day-for-day basis for each day of force majeure delay (as described in Paragraph 24.B below) which delays Landlord in curing such failure) after the date of the Repair/Service Notice (the “Notice Date”) (it being intended that, in connection with any applicable Facility Mortgageesuch default which is not susceptible of being cured with due diligence and in good faith within thirty (30) days, or the time within which Landlord is required to cure such default shall be extended for such additional period as may be reasonably required necessary for the curing thereof with due diligence and in good faith), and (c) such failure materially and adversely interferes with Tenant’s business operations in the Premises, then Tenant may (but shall not be obligated to) proceed to correct take the sameRequired Action, pursuant to the terms of this Lease, and shall deliver a second notice to Landlord specifying that Tenant is about to take the Required Action (the “Second Notice”). In the event Tenant takes such Required Action, Tenant shall use only those contractors used by Landlord in the Building for work unless (i) such contractors are unwilling or unable to perform, or timely perform, such work, (ii) such contractors are unwilling to perform such work for a price that is market-based, or (iii) Landlord fails to identify who the approved contractors are for work in the Building within two (2) business days following Tenant’s request therefor, in any of which events Tenant may declare utilize the occurrence services of any other qualified, appropriately insured, bonded and licensed (in the state in which the Building is located) contractor which normally and regularly performs similar work in comparable buildings. Prior to starting any Required Action, Tenant shall furnish Landlord with plans and specifications therefor, if appropriate; copies of contracts; necessary governmental permits and approvals; evidence of contractor’s and subcontractor’s insurance. All such work shall be performed in a good and workmanlike manner using materials of a “Landlord Default” by a second Notice quality that is at least equal to Landlord or better than the existing materials for the Building and to such Facility Mortgagee. Thereafter, otherwise consistent with the Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs Construction Standards and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue RateSpecifications. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute perform the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.work in

Landlord Default. If Section 19.6 of the Original Lease is hereby modified by adding the following sentence: “Notwithstanding the foregoing, in the event Landlord shall is in default in the performance or observance of any material obligation required to be performed by Landlord pursuant to this Lease beyond any cure period provided to Landlord under Section 19.6 of the Original Lease, and as a result thereof, Tenant is deprived of any of its covenants the following services in the quality and character as designated in the Lease: water, electricity, heating, ventilation and air conditioning, elevator service, paths of travel or obligations set forth the integrity of the Premises floor is significantly compromised (e.g. broken windows, façade damage, leaks), then upon delivery of an additional written notice to Landlord and the expiration of an additional ten (10) day cure period, Tenant may make such repairs or replacements as necessary to cure such default on Landlord’s behalf. If Tenant takes such action and such work will affect the systems or structural integrity of the applicable building, Tenant shall use only those contractors used by Landlord for such work on such systems or structure unless such contractors are unwilling or unable to perform, or timely perform, such work, in this Agreement or which event Tenant may utilize the services of any obligation other qualified contractor which is experienced in similar work in first-class office buildings. Tenant shall be entitled to prompt reimbursement by Landlord of LandlordTenant’s actual and reasonable costs in taking such action. However, if anythe work so performed by Tenaxx xxxtains to items that would otherwise be includable in Operating Expenses, then Landlord may include the amount of such reimbursement in Operating Expenses. If Landlord fails to reimburse Tenant for the actual and reasonable costs incurred by Tenant within thirty (30) days following receipt of an invoice from Tenant accompanied by reasonable evidence of such costs and if Landlord also fails to deliver a detailed written objection to such payment to Tenant within such thirty (30) day period, Tenant may offset, to the extent of all rental obligations under any agreement affecting the Leased PropertyLease, the performance of which is not Tenantall such costs (including reasonable attorney’s obligation pursuant fees and interest) incurred in exercising such self-help right(s). If, however, Landxxxx xxxivers to this Agreement, and any such default shall continue for a period of Tenant within thirty (30) days after Notice thereof from receipt of Tenant’s invoice, a written objection to the payment of such invoice, setting forth with reasonably particularity Landlord’s reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of the Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends is not excessive), then Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may shall not be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and entitled to such Facility Mortgagee. Thereafterdeduction from rent, Tenant may forthwith cure the same and, subject but Tenaxx xxx proceed to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (initiate an action to the extent permitted by law) collect such amount from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.”

Landlord Default. If Landlord shall default in the performance fail to keep or observance of perform any of its covenants under this Lease, then Tenant may (but shall not be obligated to do so), in addition to any other remedies available or obligations set forth in this Agreement or any obligation provided by law, upon the continuance of such failure on Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue 's part for a period of thirty (30) days after Notice thereof notice from Tenant to Landlord and specifying the failure (or, in the case of any applicable Facility Mortgageesuch failure which cannot with due diligence be cured within thirty (30) days, or within such additional period period, if any, as may be reasonably required by Landlord to correct cure such failure with due diligence), and without waiving or releasing Landlord from any obligation, make such payment or perform such obligation. In the sameevent of such payment or performance by Tenant, all sums so paid by Tenant and all necessary and related costs and expenses, including reasonable attorney's fees paid to independent legal counsel, incurred by Tenant in making such payment of performing such obligation, shall be paid by Landlord to Tenant within thirty (30) days after Tenant's written demand, and if not so paid by Landlord, Tenant may declare shall have the occurrence of a “Landlord Default” by a second Notice right to Landlord and pursue any legal remedies available to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same andit to collect payment, subject to the provisions of the following paragraphlimitations elsewhere provided in this Lease, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred but shall not be entitled to offset such payment against rent thereafter payable under this Lease. No inaction by Tenant in curing the sameevent of any failure of Landlord to keep or perform any of its covenants or conditions under this Lease shall operate as a waiver by Tenant of any breach or default of any terms of this Lease, together with interest thereon (to then notwithstanding the extent rights of tenant specified herein or otherwise provided or permitted by law) from the date Landlord receives Tenant’s invoice until paidat law or in equity, at the Overdue Rate. Tenant tenant shall have no right to terminate this Agreement limited to pursuing its claims for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22damages as provided above.

Landlord Default. If Landlord shall default in the performance or observance of Landlord’s failure to perform any of its covenants or obligations set forth in under this Agreement or any Lease shall constitute a default under this Lease if such failure is actually a failure of an express obligation of Landlord under this Lease (as reasonably and mutually determined by Landlord and Tenant) and continues for 30 days after written notice of such failure, provided that if such failure is not capable of being cured within such 30 day period through no fault of Landlord, if any, under any agreement affecting the Leased Property, the performance such failure shall not constitute an event of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder so long as Landlord undertakes to cure the failure within such 30 day period and no rightthereafter diligently attempts to complete the cure as soon as reasonably possible, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall notify Tenant in good faith dispute the occurrence writing if Landlord objects to Tenant’s claim of any a Landlord Default default and such notification shall provide reasonable detail of Landlord’s objection. Submission of this Lease for examination and signature by Tenant is not an offer to lease and does not create a reservation or option to lease. This Lease will become effective and binding only upon full execution and delivery by both Tenant and Landlord. THIS LEASE, before the expiration WHETHER OR NOT EXECUTED BY TENANT, IS SUBJECT TO ACCEPTANCE BY LANDLORD, ACTING BY ITSELF OR BY ITS AGENT BY THE SIGNATURE ON THIS LEASE OF ITS SENIOR VICE PRESIDENT, ASSISTANT VICE PRESIDENT OR REGIONAL MANAGER AND DELIVERY OF AN ORIGINAL OF SUCH, SIGNATURE TO TENANT, Landlord and Tenant have executed this Lease as of the applicable cure periodday and year first above written. LANDLORD: PS Business Parks L.P. a California limited partnership By PS Business Parks, shall give Notice thereof to TenantInc., setting forthits general partner By: /s/ Cxxx Xxxxxx Cxxx Xxxxxx, in reasonable detailVice President Date: EXECUTION DATE Landlord Fed. ID #90-0000000 TENANT: Pro-Dex, the basis thereforInc. a Colorado corporation, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten a Colorado corporation By: /s/ Jxxx Xxxxxxx Name: Jxxx Xxxxxxx Title: CFO Tax ID Number (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.SSN or FEIN): 84-1261240

Landlord Default. If Landlord shall default in the performance or observance of any of its covenants or obligations set forth in under this Agreement or Lease and such failure shall continue beyond expiration of any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any cure period provided for such default shall continue or, in the absence of a stated cure period for a period of such default, for thirty (30) days after Notice thereof written notice from Tenant to Landlord and any applicable Facility Mortgageespecifying the circumstances of such default, or if in the exercise of Landlord’s reasonable diligence, the same cannot be cured within such thirty (30) day period, such period shall be extended for that reasonable period of time which is reasonably necessary to cure such default, up to an additional period thirty (30) days. Tenant may at its option cure the default at Landlord’s expense. Tenant shall be entitled to perform the work, or take such actions in accordance with the applicable terms and conditions of this Lease, if any, as may be reasonably required necessary to correct cure the samesituation giving rise to Landlord’s default. Notwithstanding the foregoing notice and time periods, in the event of an emergency and a default materially prejudicial to Tenant, Tenant may declare need give only such notice as is reasonable under the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgageecircumstances. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for All reasonable costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing a default under this Lease, including reasonable attorneys’ fees, shall be an obligation of Landlord to Tenant, payable on demand. Landlord shall pay upon demand all of Tenant’s reasonable costs, charges and expenses, including the samereasonable fees of counsel, together with interest thereon (agents, and others retained by Tenant, incurred in successfully enforcing Landlord’s obligations under this Agreement. Notwithstanding anything to the extent permitted contrary contained herein, under no circumstances may Tenant offset amounts owed by law) from the date Landlord receives against future installments of Rent prior to Tenant’s invoice until paidobtaining a judgment against Landlord. The remedies stated in this Agreement for Landlord’s defaults and all other remedies provided for in this Agreement in the event of Landlord’s failure to perform a material obligation under this Agreement are cumulative and not exclusive, and in every case Tenant shall have available to it all remedies provided at the Overdue Rate. law and in equity, except that Tenant shall have no right of self-help except as expressly provided and subject to terminate the conditions and limitations as provided in this Agreement for Lease, nor any default right to set off claims against Landlord against Rent and other Tenant Payment Obligations, such rights being expressly waived by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.

Landlord Default. If The following shall constitute a default by Landlord shall default in the performance or observance of any of its covenants or obligations set forth in under this Agreement or any obligation of Lease (a “Landlord Default”): (i) Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant failure to this Agreement, and any such default shall continue for a period of complete Landlord’s Work within thirty (30) days after Notice thereof from the Outside Delivery Date in accordance with ARTICLE III, Exhibit B, and the other terms hereof; (ii) Landlord’s suspension or abandonment of construction of Landlord’s Work for a period of more than thirty (30) consecutive business days after the Commencement Deadline (as defined in Exhibit B); (iii) Landlord’s failure to pay any uncontested amount that it owes Tenant under this Lease, unless such default is cured within ten (10) days after Tenant notifies Landlord of such failure, in writing; or (iv) any other default under or breach of this Lease by Landlord, unless Landlord cures such default or breach within thirty (30) days after Tenant gives written notice to Landlord thereof, in writing; provided, if any default or breach by Landlord other than those described in (i), (ii) or (iii) of this section cannot reasonably be cured within thirty (30) days and any applicable Facility Mortgagee, or such additional period as may be reasonably required Landlord commences to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses within thirty (including reasonable attorneys’ fees and court costs30) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) days after receiving written notice from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, then no Landlord Default shall be deemed to have occurred so long as Landlord is diligently and continuously curing such default or breach. In the event of any Landlord Default, Tenant shall have the right (but not the obligation) to attempt to cure such Landlord Default on behalf of Landlord, in addition to its other rights and remedies under this Lease and at law or in equity, subject to the limitations expressly set forth in the other provisions of this Lease; provided Tenant shall not complete the initial construction of Landlord’s Work pursuant to this section. Notwithstanding the foregoing, in cases of emergency or where Landlord’s default under or breach of this Lease threatens to result in damage to any portion of the Premises or Tenant’s property therein or threatens to cause a material interference with Tenant’s business operations in the Premises, then Tenant shall have the right (but not the obligation) to immediately cure such default or breach, without the necessity of giving Landlord advance notice or affording it an opportunity to cure the same. In the event Tenant endeavors to cure any default or breach by Landlord pursuant to this section (including, but not limited to, any Landlord Default), Landlord shall have no obligation with respect thereto until final adverse determination thereofreimburse Tenant for the third party actual, verifiable and reasonable costs Tenant incurs in connection therewith. Landlord shall pay any amounts that it owes Tenant under this Section 17.01 within thirty (30) days after Tenant’s written demand for the same. If Landlord fails to pay any amount that Landlord owes Tenant and under this section or the other provisions of this Lease within thirty (30) days after receiving Tenant’s written demand for the same, Tenant may deduct such amount from the Rent due under this Lease so long as the same does not to exceed fifty percent (50%) of the Monthly Rent otherwise due hereunder. If Landlord shall faildisputes, in good faith, Tenant’s right to resolve deduct any amount from the Monthly Rent pursuant to the preceding sentence and Landlord notifies Tenant of such dispute dispute, in writing, within ten thirty (1030) days after Tenant deducts such amount from the Monthly Rent, then Tenant shall deposit such amount, in escrow, until the dispute is resolved by written agreement of the parties, court order or other means agreed to by the parties (in writing). Tenant shall also have all other remedies available at law or in equity on account of any Landlord Default, including, without limitation, the right to terminate this Lease, and nothing in this section shall be deemed to limit any of Tenant’s remedies set forth in Exhibit B or any of the other provisions hereof; provided, Tenant may only terminate this Lease on account of Landlord’s Notice failure to complete Landlord’s Work and/or deliver possession of dispute, either may submit the matter for resolution Premises to Tenant in accordance with Article 22.Exhibit B.

Landlord Default. If Section 19.6 of the Original Lease is hereby modified by adding the following sentence: "Notwithstanding the foregoing, in the event Landlord shall is in default in the performance or observance of any material obligation required to be performed by Landlord pursuant to this Lease beyond any cure period provided to Landlord under Section 19.6 of the Original Lease, and as a result thereof, Tenant is deprived of any of its covenants the following services in the quality and character as designated in the Lease: water, electricity, heating, ventilation and air conditioning, elevator service, paths of travel or obligations set forth the integrity of the Premises floor is significantly compromised (e.g. broken windows, façade damage, leaks), then upon delivery of an additional written notice to Landlord and the expiration of an additional ten (10) day cure period, Tenant may make such repairs or replacements as necessary to cure such default on Landlord’s behalf. If Tenant takes such action and such work will affect the systems or structural integrity of the applicable building, Tenant shall use only those contractors used by Landlord for such work on such systems or structure unless such contractors are unwilling or unable to perform, or timely perform, such work, in this Agreement or which event Tenant may utilize the services of any obligation other qualified contractor which is experienced in similar work in first-class office buildings. Tenant shall be entitled to prompt reimbursement by Landlord of LandlordTenant's actual and reasonable costs in taking such action. However, if anythe work so performed by Tenant pertains to items that would otherwise be includable in Operating Expenses, then Landlord may include the amount of such reimbursement in Operating Expenses. If Landlord fails to reimburse Tenant for the actual and reasonable costs incurred by Tenant within thirty (30) days following receipt of an invoice from Tenant accompanied by reasonable evidence of such costs and if Landlord also fails to deliver a detailed written objection to such payment to Tenant within such thirty (30) day period, Tenant may offset, to the extent of all rental obligations under any agreement affecting the Leased PropertyLease, the performance of which is not Tenantall such costs (including reasonable attorney’s obligation pursuant fees and interest) incurred in exercising such self-help right(s). If, however, Landlord delivers to this Agreement, and any such default shall continue for a period of Tenant within thirty (30) days after Notice thereof receipt of Tenant's invoice, a written objection to the payment of such invoice, setting forth with reasonably particularity Landlord's reasons for its claim that such action did not have to be taken by Landlord pursuant to -22- SEQUENCE TECHNOLOGY CENTER [Expansion and Extension Amendment] [DexCom, Inc.] the terms of the Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends is not excessive), then Tenant shall not be entitled to such deduction from Tenant to Landlord and any applicable Facility Mortgageerent, or such additional period as may be reasonably required to correct the same, but Tenant may declare the occurrence of a “Landlord Default” by a second Notice proceed to Landlord and initiate an action to collect such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) amount from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22."

Landlord Default. If Landlord shall not be in default in the performance or observance of any of its covenants or obligations set forth in obligation required to be performed by Landlord under this Agreement or any Lease unless Landlord has failed to perform such obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of within thirty (30) days after Notice thereof the receipt of written notice to Landlord (and any mortgagee of whom Tenant has been notified) from Tenant specifying in detail Landlord’s failure to perform; provided however, that if the nature of Landlord’s obligation is such that more than thirty (30) days are required for its performance, then Landlord shall not be deemed in default if it commences such performance within such thirty (30) day period and thereafter diligently pursues the same to completion. Tenant agrees that, prior to commencing a legal action against Landlord for failure to cure such default as provided in the preceding sentence, any mortgagee which received notice of such default shall have an additional thirty (30) days to cure such default (unless such cure would take longer and such mortgagee has commenced such cure within said thirty (30) day period). Upon any such uncured default by Landlord and any applicable Facility Mortgagee, or mortgagee which received notice of such additional period as may be reasonably required to correct the samedefault, Tenant may declare exercise any of its rights provided in law or at equity; provided, however: (a) Tenant shall have no right to offset or xxxxx rent in the occurrence event of a “any default by Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafterunder this Lease, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (except to the extent permitted by lawoffset rights Amberglen are specifically provided to Tenant in this Lease; (b) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement Lease; (c) Tenant’s rights and remedies hereunder shall be limited to the extent (i) Tenant has expressly waived in this Lease any of such rights or remedies and/or (ii) this Lease otherwise expressly limits Tenant’s rights or remedies; and (d) Landlord will not be liable for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22consequential damages.

Landlord Default. If Except as expressly provided otherwise in this Lease, if Landlord shall default defaults in the observance or performance or observance of any of its covenants term or obligations set forth in this Agreement or any obligation of Landlordcovenant required to be performed by it under the Lease, if anyTenant, under any agreement affecting the Leased Property, the performance of which is after not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of less than thirty (30) days after Notice thereof from Tenant written notice to Landlord Landlord, may, but shall not be obligated to, remedy such default and any applicable Facility Mortgageein connection therewith may pay expenses and employ counsel, or such additional period as may be reasonably required to correct provided, however, in the sameevent of an emergency, Tenant may declare shall have the occurrence of a “Landlord Default” by a second Notice right to Landlord and stabilize the situation so as to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject prevent additional damage to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) Building or Leased Premises or to other property or persons without notice to Lessor. All sums expended or obligations incurred by Tenant in curing connection therewith shall be paid by Landlord to Tenant upon demand. Landlord shall not be considered to be in default of this Lease if within said thirty (30) day period landlord takes action to cure such default but is unable, by reason of the samenature of the work involved, together with interest thereon to cure the same within such period, provided Landlord continues diligently and without unnecessary delays to take whatever action is necessary to effect such cure; provided, however, Landlord shall be in default of this Lease if such cure is not completed within one hundred twenty (to the extent permitted by law120) from the date Landlord receives days following receipt of Tenant’s invoice until paid, at the Overdue Ratenotice. Tenant shall not be entitled to claim a constructive eviction from the Leased Premises unless Tenant has first notified Landlord in writing of the condition giving rise thereto and Landlord fails to cure such condition in accordance with the foregoing provisions. If Landlord does not reimburse Tenant for the expenses so incurred and Tenant obtains a final, non-appealable judgment in its favor against Landlord, Tenant may set off the amount o the judgment against the Rent payable to Landlord under this Lease. Notwithstanding anything herein to the contrary, Tenant shall not have no the right to terminate this Agreement for Lease as a result of any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure periodor otherwise, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22except as expressly provided herein.

Landlord Default. If Landlord fails to perform its obligations under this Lease, Landlord shall not be in default in the performance or observance of any of its covenants or unless Landlord fails to perform such obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of within thirty (30) days after Notice thereof from notice by Tenant to Landlord specifying the nature of the obligations Landlord has failed to perform; provided, however, that if the nature of Landlord’s obligations is such that more than thirty (30) days are required for performance, then Landlord shall not be in default if Landlord commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion. If Landlord is unable to fulfill or is delayed in fulfilling any applicable Facility Mortgageeof Landlord’s obligations under this Lease by reason of floods, earthquakes, lightning, or any other acts of God, accidents, breakage, repairs, strikes, lockouts, other labor disputes, inability to obtain utilities or materials, or by any other reason beyond Landlord’s reasonable control, or if Landlord enters the Premises or makes any Alterations to the Premises, the Building or any portion thereof pursuant to this Lease, then no such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” inability or delay by a second Notice to Landlord and no such entry or work by Landlord shall constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to such Facility Mortgageeany abatement or diminution of Rent, or relieve Tenant from any of its obligations under this Lease, or impose any liability upon Landlord or its agents. ThereafterThis Lease shall be construed as though the covenants herein between Landlord and Tenant are independent, and Tenant may forthwith cure the same andshall not be entitled to any setoff, subject offset, abatement or deduction of Rent or other amounts due Landlord hereunder if Landlord fails to perform its obligations hereunder. Notwithstanding any provision of this Lease to the provisions of the following paragraphcontrary, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paidsole remedy for a default of this Lease by Landlord shall be an action for damages, at the Overdue Rate. injunction or specific performance; Tenant shall have no right to terminate this Agreement for Lease on account of any breach or default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.

Landlord Default. If Landlord shall default in the performance violate, neglect or observance of fail to perform or observe any of its covenants the covenants, provisions, or obligations set forth conditions contained in this Agreement Lease on its part to be performed or any obligation of Landlordobserved, if any, under any agreement affecting the Leased Property, the performance of which default is not causing material interference with Tenant’s obligation pursuant to this Agreementuse of the Premises for the Permitted Use, and any such which default shall continue continues for a period of more than thirty (30) days after Notice thereof receipt of written notice from Tenant specifying such default, or if such default is of a nature to require more than thirty (30) days for remedy and such default continues beyond the time reasonably necessary to cure (provided Landlord must have undertaken procedures to cure the default within such thirty (30) days period and thereafter failed to diligently pursue such efforts to cure to completion), then Tenant shall give to Landlord and any applicable Facility Mortgagee(by facsimile transmission to 000-000-0000, or to such other number as Landlord shall have give written notice to Tenant) a further notice of Landlord’s failure and an additional Business Day to commence to cure. If Landlord continues to fail to commence to cure within such additional period as may be reasonably required to correct the sameBusiness Day, then, Tenant may declare elect to incur any reasonable expense necessary to perform the occurrence obligation of a “Landlord Default” by a second Notice specified in such notice and Tenant shall be entitled to Landlord and to such Facility Mortgageerecover its reasonable out-of-pocket expenses from Landlord. ThereafterNotwithstanding the foregoing, if in Tenant’s reasonable judgment, an emergency situation shall exist, Tenant may forthwith cure such default with only reasonable (under the same and, subject circumstances) notice to Landlord being required. In no event shall Tenant have the provisions of the following paragraph, invoice Landlord for costs and right or ability to offset or deduct any expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Base Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Additional Rent payable by Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22under this Lease.

Landlord Default. If In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give any Mortgagee (as defined in Section 20), by registered mail, a copy of any notice of default which is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing (whether by way of notice of an assignment of lease, request to execute an estoppel letter, or otherwise), of the address of any such Mortgagee. Tenant further agrees that if Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant have failed to this Agreement, and any cure such default shall continue for a period of within thirty (30) days after Notice written notice thereof from by Tenant (provided, if the nature of Landlord’s failure is such that more than thirty (30) days are reasonably required in order to cure, Landlord shall not be in default if Landlord commences to cure such failure within such thirty (30) day period, and any applicable Facility Mortgageethereafter diligently pursues to cure such failure to completion), or such Mortgagee shall have an additional thirty (30) days within which to cure such default, but shall not be obligated to cure such default. If such default cannot be cured within such thirty-(30)-day period, then such Mortgagee shall have such additional period time as may be reasonably required necessary to correct the samecure such default, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject if prior to the provisions end of such thirty-(30)-day period such Mortgagee has commenced and is diligently pursuing such cure or the following paragraphremedies under the Mortgage necessary for Mortgagee to be able to effect such cure, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. which event Tenant shall have no right with respect to such default while such cure and remedies are being diligently pursued by such Mortgagee. Except as may be expressly provided in this Lease, in no event shall Tenant have the right to terminate the Lease nor shall Tenant’s obligation to pay Base Rent or other charges under this Agreement for Lease xxxxx based upon any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute of its obligations under the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22Lease.

Landlord Default. If In the event Landlord shall default in the performance should neglect or observance of fail to perform or observe any of its covenants the covenants, provisions or obligations set forth conditions contained in this Agreement Lease on its part to be performed or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreementobserved, and any such default shall continue failure continues for a period of thirty (30) days after Notice thereof from written notice of default (or if more than thirty (30) days shall be required because of the nature of the default, if Landlord shall fail to commence the curing of such default within such thirty (30) day period and proceed diligently thereafter), then Landlord shall be responsible to Tenant for any actual damages sustained by Tenant as a result of Landlord's breach, but not special or consequential damages. Should Tenant give written notice to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the sameany default, Tenant shall give similar notice to the holder of any mortgages or deeds of trust against the Building or the lessor of any ground lease, and prior to any cancellation of this Lease, the holder of such mortgage or deed of trust and/or the lessor under such ground lease shall be given a reasonable period of time to correct or remedy such default. If and when such holder of such mortgage or deed of trust and/or the lessor under any such ground lease has made performance on behalf of Landlord, the default of Landlord shall be deemed cured. Notwithstanding any other provisions in this Lease, any claim which Tenant may declare have against Landlord for failure to perform or observe any of the covenants, provisions or conditions contained in this Lease shall be deemed waived unless such claim is asserted by written notice thereof to Landlord within ten (10) days of commencement of the alleged default or occurrence of the cause of action and unless suit be brought thereon within six (6) months subsequent to the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions cause of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rateaction. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no rightLease, for any such default, to offset or counterclaim against any Rent or other charges due hereunderexcept as expressly provided elsewhere in this Lease. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.EXHIBIT 10.1 - continued

Landlord Default. If The following events shall be deemed to be events of default by Landlord under this Lease: (a) Landlord shall default in fail to pay any sum of money payable by Landlord to or for the performance or observance benefit of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation Tenant pursuant to this Agreement, the terms hereof and any such default failure shall continue for a period of thirty (30) days after Notice thereof from Tenant to receipt by Landlord and any applicable Facility Mortgageemortgagee of Landlord of written demand therefor (a "Landlord Monetary Default"); and (b) Landlord shall fail to comply with any agreement made under this Lease by Landlord relative to Landlord providing services to the Premises or to Landlord making repairs to or maintaining the Project (expressly excluding Landlord's obligations under Section 9 of this Lease), or and shall not cure such additional period as may be reasonably required to correct the samefailure within thirty (30) days after receipt by Landlord and any mortgagee of Landlord of written notice thereof (a "Landlord Non-Monetary Default"); provided, Tenant may declare the occurrence however, if any such default is of a “nature that it can be cured and if Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable commences to cure such default within such cure period, shall give Notice thereof but due to Tenant, setting forth, in reasonable detail, the basis therefornature of such default it could not be cured within such cure period after due diligence, no Landlord Default event of default shall be deemed to have occurred at the end of the cure period if Landlord is then diligently and Landlord in good faith pursuing such cure to completion and completes such cure as promptly as reasonably possible under all of the circumstances. Upon the occurrence of any of the aforesaid events of default by Landlord, while the condition which gave rise to the event of default continues, Tenant shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, the option to resolve pursue any such dispute within ten (10) days after Landlord’s Notice one or more of dispute, either may submit the matter for resolution in accordance with Article 22.following remedies:

Landlord Default. If Landlord shall not be in default in the performance or observance of any of unless Landlord fails to perform its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of within thirty (30) days after Notice thereof from Tenant notice by Tenant, specifying wherein Landlord has failed to perform; provided, that if the nature of Landlord’s obligation is such that more than thirty (30) days are required for performance, Landlord and any applicable Facility Mortgagee, or such additional period as may shall not be reasonably required to correct the same, Tenant may declare the occurrence in default if Landlord commences performance within thirty (30) days of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paidnotice and thereafter diligently completes performance within a reasonable time. Tenant’s rights under this Lease shall be limited to actions for damages and/or specific performance, at the Overdue Rate. Tenant shall have and no right to terminate this Agreement for any default by Landlord hereunder shall entitle Tenant to withhold or offset rent, terminate this Lease or to engage in self-help remedies, provided only as follows: If Landlord is in default under this Lease, and no rightsuch default materially adversely affects Tenant’s ability to do business from the Premises, and Landlord fails to cure such default within a commercially reasonable time for any emergencies and otherwise within thirty (30) days after written notice from Tenant (provided that if such default cannot be cured with 30 days, then if Landlord fails to commence to cure with 30 days and diligently pursue such cure to completion), then Tenant shall, upon two (2) business days prior written notice to Landlord of Tenant’s intent to cure the default, be entitled to offset or counterclaim against any Rent or other charges due hereundercure the default and the reasonable cost of cure shall be reimbursed by Landlord to Tenant with thirty (30) days of invoice therefor. If Landlord shall in good faith dispute the occurrence of fails to make such reimbursement, then any Landlord Default issues relating to such default and Landlordcure shall, at either party’s election, be resolved by a single-arbitrator before the expiration American Arbitration Association (the “AAA”) under the Arbitration Rules of the applicable cure period, AAA modified as follows: (i) the total time from date of demand for arbitration to final award shall give Notice thereof to Tenant, setting forth, in reasonable detail, not exceed 25 days; (ii) the basis therefor, no Landlord Default arbitrator shall be deemed chosen by the AAA without submittal of lists and subject to have occurred challenge only for good cause shown; (iii) all notices may be by telephone or other electronic communication with later confirmation in writing; (iv) the time, date, and Landlord place of the hearing shall have be set by the arbitrator in his or her sole discretion, provided that there be at least 3 days prior notice of the hearing; (v) there shall be no obligation with respect thereto until final adverse determination thereof. If Tenant post-hearing briefs; (vi) there shall be no discovery except by order of the arbitrator; and Landlord (vii) the arbitrator shall fail, in good faith, to resolve any such dispute issue his or her award within ten (10) 7 days after Landlord’s Notice the close of dispute, either the hearing. The arbitration shall be held in the county in which the Premises is located. The decision of the arbitrator shall be final and binding on the parties and judgment on the award rendered by the arbitrator may submit be entered in any court of competent jurisdiction. The fees and expenses of the matter for resolution arbitrator shall be paid half by Landlord and half by Tenant unless the arbitrator decides otherwise in accordance its discretion. The parties shall each hold harmless and indemnify the arbitrator from any claims arising in connection with Article 22the arbitration.

Landlord Default. If Landlord shall default in Notwithstanding anything to the performance or observance of any of its covenants or obligations contrary set forth in this Agreement Lease, Landlord shall not be in default under the TCCs of this Lease or any obligation of Landlord, if any, under any agreement affecting the Leased Property, in the performance of which is not Tenant’s any obligation required to be performed by Landlord pursuant to this Agreement, and any Lease unless Landlord fails to cure such default shall continue for a period of and/or to perform such obligation within thirty (30) days after Notice thereof the receipt of written notice from Tenant specifying in detail Landlord's alleged default or failure to perform; provided, however, if the nature of Landlord's default or obligation is such that more than thirty (30) days are required for its cure or performance, then Landlord shall not be in default under this Lease if it shall commence such performance within such thirty (30) day period and thereafter diligently pursues the same to completion. Tenant shall provide a copy of any notice of default given to Landlord to Landlord's mortgagee (provided that Tenant has been provided with the name and address of such mortgagee) and Landlord's mortgagee shall have the right to cure any applicable Facility Mortgageesuch default on behalf of the Landlord within thirty days after the receipt of such notice, or provided, however, if the nature of Landlord's obligation is such additional that more than thirty (30) days are required for its performance, then Landlord shall not be in default under this Lease if Landlord's mortgagee shall commence such performance within such thirty (30) day period as may be reasonably required and thereafter diligently pursues the same to correct the samecompletion. Upon any such default by Landlord (following such notice and opportunity to cure) under this Lease, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereaftermay, Tenant may forthwith cure the same and, subject except as otherwise specifically provided in this Lease to the provisions contrary, exercise any of the following paragraphits rights provided at law or in equity, invoice Landlord for costs provided, however, except as expressly provided in SECTIONS 6.4, 11.3, 13.1 and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate19.8. Tenant shall have no right to offset or withhold the payment of Rent or to terminate this Agreement for any default by Landlord hereunder and no rightLease as the result of Landlord's default. Nothing in this SECTION 19.7 shall extend or delay Tenant's rights of termination or abatement under SECTIONS 6.4, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence 11.3 and/or 13.1 of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22this Lease.

Landlord Default. Landlord shall provide to Tenant, immediately upon receipt, any notice of default under the Prime Lease. If Landlord shall default in fail to perform any covenant, term or condition of this Lease or the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Prime Lease upon Landlord’s part to be performed, if any, under any agreement affecting the Leased Property, the performance of which and such failure is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of corrected within thirty (30) days of written notice thereof (except in the case of (i) an emergency where the default is of such a nature (such as roof damage) where the 30-day notice period is not commercially reasonable in light of the anticipated damages, in which event Tenant, after Notice thereof from Tenant 24 hours notice, may make temporary, emergency repairs to minimize damage until Landlord and any applicable Facility Mortgageehas a reasonable opportunity to respond to Tenant’s repair request, or such additional period as may be reasonably required to correct (ii) in the same, Tenant may declare the occurrence case of a “Landlord Default” by default under the Prime Lease, where a second Notice to Landlord and to such Facility Mortgagee. Thereaftershorter cure period, Tenant may forthwith cure the same andif any, is provided, but subject to any notice and cure periods) provided that if Landlord cannot reasonably cure its breach or failure within a thirty (30) day period, Landlord’s breach or failure is not an Event of Default if Landlord commences to cure its breach or failure within the provisions thirty (30) day period and thereafter diligently pursues the cure and effects the cure within a period of the following paragraph, invoice Landlord for costs and expenses time that does not exceed ninety (including reasonable attorneys’ fees and court costs90) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before days after the expiration of the applicable cure thirty (30) day period, subject to Force Majeure, then Tenant may pursue one of the following remedies: (i) bring a suit for specific performance; or (ii) perform any such covenant, term or condition and set off such amounts against Rent which shall give Notice thereof not exceed 50% of Rent due in any month (which right of set off shall only apply if Landlord fails to pay Tenant’s costs in connection with such self-performance within thirty (30) days of invoicing); provided, setting forthprior to such self-performance and offset right, in reasonable detail, the basis therefor, no (x) Tenant provides Landlord Default with an additional thirty (30) days written notice and opportunity to cure (except for emergencies as provided above) and (y) such right of self-performance shall be deemed limited to have occurred items that materially and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall failadversely affect Tenant’s ability to perform its obligations under this Lease, in good faith, to resolve any such dispute within ten (10) days after as Landlord’s Notice failure to perform roof repairs which affect’s Tenant ability to operate its business. The costs of disputeTenant to self-perform hereunder are limited to its reasonable actual, either may submit out-of-pocket expenses related thereto. Notwithstanding anything to the matter contrary herein, Tenant shall not have any right to xxx Landlord for resolution in accordance with Article 22any consequential, punitive or incidental damages (including, without limitation, claims for lost profits and/or lost business opportunity).

Landlord Default. If Landlord shall fails to perform any of its obligations under this Lease, such failure materially interferes with the Tenant’s use and operations within the Premises and Landlord fails to cure such default within twenty (20) days after written notice from Tenant specifying the nature of such default where such default could reasonably be cured within said twenty (20) day period, or fails to commence such cure within said twenty (20) day period and thereafter fails to continue with due diligence to prosecute such cure to completion where such default could not reasonably be cured with said twenty (20) day period, then (1) Tenant may proceed in equity or at law to compel Landlord to perform its obligation and/or to recover damages proximately caused by such failure to perform; and/or (2) Tenant may perform such obligations and have the right to be reimbursed for the sum it actually and reasonably expends in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, thereof; and if any, under any agreement affecting the Leased Property, the performance of which is Landlord does not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of reimburse Tenant therefore within thirty (30) days after Notice thereof written demand therefore from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the sameTenant, Tenant may declare shall have the occurrence of a “Landlord Default” right to withhold such sum from future Rent due hereunder until Tenant is reimbursed in full therefore; provided, however, that such right to withhold rent shall be limited to not more than one month’s Base Monthly Rent in any twelve (12) month period. In the event the sum expended by a second Notice to Landlord and to such Facility Mortgagee. ThereafterTenant exceeds one (1) month’s Base Monthly Rent, Tenant may forthwith cure the same and, subject by withholding such rent shall not be deemed to the provisions waive any of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paidrights to collect any excess proceeds pursuant to its remedies at law and/or pursue its remedies in equity. Notwithstanding the foregoing, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, Lease for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and default by Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.

Landlord Default. If Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s 's obligation pursuant to this Agreement, and any such default shall continue for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Property Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “"Landlord Default” " by a second Notice to Landlord and to such Facility Property Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ ' fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s 's invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s 's Notice of dispute, either may submit the matter for resolution in accordance with Article 22.

Landlord Default. If (1) Subject to the terms hereof, if (i) Landlord shall default in the performance or observance of any covenant or provision of its covenants this Lease pertaining to the provision of services by Landlord or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of repairs or maintenance on Landlord's part to be performed (which default shall not be occasioned by (a) the acts or omissions of Tenant or Tenant's agents, assignees, contractors, employees, invitees, licensees, sublessees or others for whose actions Tenant is not Tenant’s obligation pursuant responsible or over whose actions Tenant can reasonably be expected to this Agreementexercise control, and any or (b) circumstances, events or facts beyond Landlord's reasonable control), (ii) Landlord shall fail to remedy such default shall continue for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice Tenant shall have given Landlord written notice of disputesuch default specifying the same in detail and specifying that the failure to cure the same within ten (10) days shall be deemed a Landlord Default hereunder, either and (iii) such default shall substantially impair Tenant's use and enjoyment of the Premises, then upon the expiration of such 10-day cure period the Tenant shall (as Tenant's sole and exclusive remedies) be entitled to exercise the remedies set forth in this Section 22(E). Notwithstanding the foregoing, in the event that any such default is not reasonably susceptible of cure within such ten (10) day cure period, such cure period shall automatically be deemed to be extended for such additional period as shall be reasonably required to cure such default, provided that Landlord commences such cure within such 10-day period and diligently pursues such cure thereafter. Any such default on the part of Landlord which is not cured within such 10-day cure period (as the same may submit be extended pursuant to the matter for resolution in accordance with Article 22preceding sentence) shall be deemed a "Landlord Default".

Landlord Default. If In addition to and without limiting any other provision of Lease granting Tenant remedies for a breach by Landlord, if Landlord shall default in the performance defaults or observance of fails to perform any of its representations, warranties, covenants or obligations under this Lease and fails to cure such default within thirty (30) days of written notice of such default from Tenant; provided, however, that if the nature of the default is such that it cannot reasonably be cured within the 30-day period, Landlord shall not be deemed in default if it commences within such period to cure, and thereafter diligently prosecutes the same to completion within ninety (90) days of Tenant’s notice of such default (or such lesser period of time after written notice of such default from Tenant as deemed reasonable under an emergency situation which could cause substantial damage to the Premises or injury to the people within the Premises and which lesser period of time to cure that Tenant deems reasonable is set forth in this Agreement or any obligation Tenant’s notice), then Tenant shall have the right to send Landlord a second notice of such default and if Landlord does not cure such default within five (5) business days of such second notice then Tenant shall have the right to remedy such default for the account of Landlord, if any, under any agreement affecting ; provided that the Leased Property, the performance of which is not failure by Landlord to cure such default adversely affects Tenant’s obligation pursuant ability to this Agreementconduct Tenant’s business in the Premises or a material portion thereof. In the event Tenant undertakes such repairs and/or maintenance, and such work will affect the systems and equipment, any structural portions of the Building, and/or the exterior appearance of the Building, Tenant shall use only those unrelated third party contractors used by Landlord in the Building for such default work unless such contractors are unwilling or unable to perform such work at competitive prices, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in buildings comparable to the Building. Tenant shall continue comply with the other terms and conditions of this Lease if Tenant takes the required action, except that Tenant shall not be required to obtain Landlord’s consent for a period such repairs. If Tenant performs any of Landlord’s obligations under this Lease in accordance with the terms and conditions of this Section 19.5, then Landlord shall be relieved of its obligation to perform the specific obligation so undertaken by Tenant, and Landlord shall reimburse Tenant’s reasonable and actual out-of-pocket costs thereof, within thirty (30) days after Notice thereof from Tenant to receipt by Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject statement as to the provisions amounts of the following paragraph, invoice Landlord for such costs and expenses (including accompanied by reasonable attorneys’ fees and court costs) incurred by Tenant in curing the samesupporting documentation), together with interest thereon at the Agreed Rate if not paid by Landlord within fifteen (to the extent permitted by law15) from the date Landlord receives days of Tenant’s invoice statement and documentation until paidpaid by Landlord (or, at Landlord’s option in its sole discretion, if the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default Lease Term has not yet expired, upon receipt by Landlord hereunder and no rightof such statement (accompanied by reasonable supporting documentation), for any such defaultcosts together with such interest shall be credited against the next payment of Rent due from Tenant hereunder). For purposes of this paragraph, a structural defect condition required to offset be repaired by Landlord that interferes with the Tenant’s business operations, threatens to damage Tenant’s personal property or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof threatens to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default injure people shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22an emergency.

Landlord Default. If Landlord Tenant shall default in the performance or observance give notice of Landlord’s failure to perform any of its covenants or obligations set forth in under this Agreement or any obligation of Lease to Landlord, if any, and to any Mortgagee whose name and address have been given to Tenant. Landlord shall not be in default under any agreement affecting the Leased Property, the this Lease unless Landlord (or such Mortgagee) fails to cure such non-performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of within thirty (30) days after Notice thereof from Tenant receipt of Tenant’s notice. However, if such non performance requires more than thirty (30) days to Landlord and any applicable Facility Mortgageecure, or such additional period as may shall be reasonably required extended in the case of any such non-performance that cannot be cured by the payment of money where such non-performance can be cured, and Landlord begins promptly within said thirty (30) day period and thereafter diligently completes the cure. In no event shall either party under this Lease be liable for indirect or consequential damages except as expressly set forth herein or to correct the sameextent covered by insurance maintained by the party against whom such liability is claimed. If Landlord is in default in the performance of any of its obligations under this Lease, beyond applicable notice and cure periods, then, as Tenant’s sole remedy (except as set forth below), Tenant may declare shall have the occurrence of a “right to remedy such default on Landlord’s behalf (provided that Tenant uses reasonable efforts to avoid violating or rendering void any warranties maintained by Landlord), in which event Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, shall reimburse Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, within thirty (30) days after invoice Landlord for all reasonable costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing connection therewith. If (i) Landlord disputes Tenant’s right to have undertaken any such remedy or the sameamount of reimbursement claimed by Tenant, together (ii) Tenant obtains a final, unappealable judgment against Landlord for failure to reimburse Tenant for such costs, and (iii) Landlord fails to pay such costs to Tenant *Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. 55 within thirty (30) days following notice from Tenant of such judgment, then Tenant shall have the right to recover the same by an abatement of Fixed Rent, provided that such abatement (and the accrual of any interest thereon (on such amounts) shall cease at such time as and to the extent permitted by lawthat payment is tendered to Tenant. Notwithstanding the foregoing, if the amount of the abatement is more than ten percent (10%) from of the date aggregate amount of Fixed Rent due in any month, then the amount abated in any one month shall not exceed ten percent (10%) of the Fixed Rent and the excess amount of the abatement shall be carried forward with interest at the Default Rate provided that at the time of termination of the Lease, Landlord receives shall pay all accrued amounts due and owing to Tenant pursuant to this section. Tenant’s invoice until paid, at self-help rights under this Section 35.1 shall be exercised by Tenant only (i) with respect to conditions actually existing within the Overdue Rate. Premises (and not affecting the structural components of the Building or systems serving other tenants of the Building) and (ii) after Tenant shall have no right has provided Landlord with notice of Tenant’s intention to terminate this Agreement for any default by Landlord hereunder and no exercise such right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, has failed to resolve any such dispute commence action to remedy the condition complained of within ten (10) days after its receipt of such notice (or if Landlord commences to do the act required within such period but fails to proceed diligently thereafter). Tenant’s remedies under this Section 35.1 are personal to Tenant and may not be exercised by any subtenants or assignees (other than a Successor Entity) against Landlord. Tenant shall indemnify, save harmless and defend Landlord and its members, managers, officers, mortgagees, agents, employees, independent contractors, invitees and other persons acting under them from and against all liability, claim or cost (including reasonable attorneys’ fees) arising in whole or in part out of any negligent act or omission or willful misconduct in connection with Tenant’s Notice exercise of dispute, either may submit the matter for resolution in accordance with Article 22its remedies pursuant to this Section 35.1.

Landlord Default. If Landlord shall not be in default hereunder unless Landlord fails to perform the obligations required of Landlord within a reasonable time, but in no event sooner than thirty (30) days after notice by Tenant to Landlord specifying wherein Landlord has failed to perform such obligation; provided, however, that if the nature of Landlord's obligation is such that more than thirty (30) days are required for performance, then Landlord shall not be in default if Landlord commences performance within such 30-day period and thereafter diligently prosecutes the same to completion. In no event shall Tenant have the right to terminate this Lease as a result of Landlord's default, and Tenant's remedies shall be lxxxxxx to monetary damages and such other amounts in addition to or observance in lieu of the foregoing as may be permitted from time to time by applicable law; provided however, that in no event shall Landlord be liable under any circumstances for any consequential damages incurred by Tenant including, without limitation, any injury to, or interference with, Tenant's business, (including xxx xoss of profits) arising in connection with this Lease. Nothing herein contained shall be interpreted to mean that Tenant is excused from paying Xxxx due hereunder as a result of any of its covenants default by Landlord. Notwithstanding the foregoing or obligations set forth anything in this Agreement or any obligation of LandlordLease to the contrary, if anyLandlord is in default hereunder (after expiration of the notice and cure period), under any agreement affecting the Leased Propertythen Tenant may, the performance of which is not Tenant’s obligation pursuant following an additional ten (10) day notice to this Agreement, Landlord and any such holder of a mortgage, cure such default on Landlord's behalf and expense and, in such event, Landlord shall continue reimburse Tenant for all reasonable and documented costs incurred in connection therewith within thirty (30) days following receipt of a period billing therefor. In no event shall Tenant have any right to offset or deduct any sums from Rent due hereunder until the expiration of thirty (30) days after Notice thereof providing Landlord a billing for any expense paid by Tenant, in which event Tenant xxx, notwithstanding anything in this Lease to the contrary, deduct from Tenant to Landlord and any applicable Facility Mortgageesingle installment of Base Rent an amount not in excess of twenty-five (25%) percent of that particular installment, or such additional period as which deduction may be reasonably required to correct taken until Tenant has fully recovered the sameexpense, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with plus interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Interest Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.

Landlord Default. If Landlord shall is in default in the performance or observance of under any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting and the Leased Property, the performance of which is not Tenant’s obligation default continues for 30 days after written notice from Tenant (subject to extension pursuant to this AgreementSection 22.9), and Tenant may pursue all remedies at law or in equity. Except as expressly provided hereinbelow, Tenant may not offset any such default shall continue for a period of thirty (30) days after Notice thereof sum due or assertedly due from Landlord to Tenant against any sum due from Tenant to Landlord. Notwithstanding anything in this Section 21.10 to the contrary, if such Landlord default is a result of Landlord’s failure to make repairs or provide essential services and Landlord has not begun within 30 days after the receipt by Landlord of written notice from Tenant of the alleged failure to perform and pursue a cure with reasonable diligence, then Tenant may, at its option, and after providing Landlord with five (5) days' prior written notice of its intent to do so, effect such cure and shall furnish Landlord with a statement of the cost of such cure upon substantial completion thereof; provided, however, that Tenant shall not effectuate any cure which will affect any structural component of the Building or effectuate a cure in such manner as to void applicable Facility Mortgageewarranties or materially and adversely interfere with other tenants' use, utilities or such additional period as may be reasonably required quiet enjoyment of their premises in the Building. With respect to correct Tenant’s cure relating to any mechanical component of the sameBuilding, Tenant may declare the occurrence of a “Landlord Default” by a second Notice Tenant’s notice to Landlord and of its election to cure shall include the name of Tenant’s proposed contractor for such Facility Mortgageecure for Landlord’s reasonable approval, which approval shall not be unreasonably withheld, conditioned or delayed. ThereafterLandlord shall reimburse Tenant for the actual, Tenant may forthwith reasonable costs of any repair or other cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred performed by Tenant in curing the same, together accordance with interest thereon this Section 21.10 (to the extent permitted as documented by lawinvoices) from the date Landlord receives within 30 days of receipt of Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunderwritten demand. If Landlord fails to pay Tenant within such 30-day period, Tenant shall in good faith dispute be permitted to offset the occurrence amount due against its next payment(s) of any Base Rent coming due; provided, however, that if Landlord Default and Landlorddisputes that such default exists or disputes the reasonableness of the amount to be paid, before by written notice to Tenant prior to the expiration of the applicable cure 30-day period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and then Landlord shall have no obligation with respect thereto to pay such amount until Tenant has obtained a final adverse determination thereofnon-appealable court judgment that such sum was due and payable to Tenant under the terms of this Section 21.10 and wrongfully withheld by Landlord. If To the extent any portion thus reimbursed to Tenant and by Landlord represents an amount that would have been included in the Operating Expenses of the Building if paid by Landlord to perform the obligation in question, Landlord shall failbe entitled to include in Operating Expenses such amount. Tenant agrees that if Tenant obtains a judgment against Landlord arising out of Landlord's obligations under this Lease, such judgment may be satisfied only by execution and sale of Landlord's interest in good faiththe Premises leased hereby. Tenant may not seek execution against other property of Landlord, to resolve nor pursue any such dispute within ten judgment, execution or other remedy against the partners or other owners of Landlord or any of their property. Immediately upon receipt of Landlord's written request, Tenant will release any property (10other than the Premises leased hereby) days after from the lien of any judgment obtained by Tenant against Landlord arising out of Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22's obligations under this Lease.

Landlord Default. If Landlord shall default defaults in the performance or observance of any of its covenants or obligations set forth under this Lease (a “Landlord Default”), Tenant may deliver to Landlord written notice specifying the manner in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this AgreementLandlord has defaulted (“Default Notice”), and any if such default shall continue for a period of Landlord Default has not been cured by Landlord within thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgageethe delivery of the Default Notice, or (a) such additional shorter period after delivery of the Default Notice as may be appropriate in the case of an emergency, or (b) such longer period as may be reasonably required necessary to correct cure such default if it cannot practicably be cured within thirty (30) days, provided Landlord proceeds with diligence to cure such default at the sameearliest practicable date, then Tenant may declare shall have the occurrence of a “right (but not the obligation) to perform such obligation on Landlord’s account. In the event Tenant cures any such Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for reasonable costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the sametherefor, together with interest thereon shall be reimbursed by Landlord within thirty (30) days after receipt of demand and detailed invoice therefor. In addition to the extent permitted by lawforegoing remedy of Tenant, in the event of a Landlord Default which remains uncured for the duration of the notice and cure period set forth above, and as a result of such Default the Premises are inaccessible or untenantable for the business of the Tenant for a period of ninety (90) from the date Landlord receives Tenant’s invoice until paidconsecutive days, at the Overdue Rate. then, in such event, Tenant shall have no the right to terminate this Agreement for Lease by delivery of written notice to Landlord at any default by Landlord hereunder and no right, for any time after such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any cure period while such Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22remains uncured.

Landlord Default. If Landlord shall default in the performance or observance of fails to perform any of its covenants or obligations set forth provided in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of Lease within thirty (30) days after Notice thereof from Tenant written notice (or five (5) days written notice if such failure causes the premises to be untenable, unsafe or unhealthful for its occupants) then Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed in default, and thereafter Tenant shall be allowed all remedies at law or as provided under this Lease, including but not limited to, lease termination, rental abatement or offset, and/or to have occurred perform on Landlord’s behalf and at Landlord’s cost. BROKERAGE FEES AND COMMISSIONS Landlord shall have and Tenant each represent and warrant that no obligation real estate broker or agent except Madison Partners (the “Tenant’s Broker”) on behalf of Tenant and Cresa Partners (the “Landlord’s Broker”) acted on its behalf in connection with respect thereto until final adverse determination thereofthis lease transaction. If Tenant and Landlord each agree to defend, indemnify and hold each other, its agents, employees, partners, directors, shareholders and independent contractors harmless from and against any and all liabilities, costs, demands, judgments, settlements, claims, and losses, including reasonable attorneys fees and costs, incurred by Landlord or Tenant in connection with a breach of the foregoing representation. Landlord covenants and agrees that it shall fail, in good faith, be solely responsible for the payment of any leasing commissions which may become due to resolve any such dispute within ten (10) days after Landlord’s Notice Broker in connection with this Lease. Tenant covenants and agrees that it shall be solely responsible for the payment of dispute, either any leasing commissions which may submit become due to Tenant’s Broker in connection with this Lease. The provisions of this Article 15 shall survive the matter for resolution in accordance with Article 22expiration or sooner termination of this Lease.

Landlord Default. If Landlord shall default in the performance or observance of fail to make any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue payment hereunder for a period of more than thirty (30) days after Notice thereof Landlord receives notice of such failure from Tenant Tenant, if Landlord's representations and warranties in this Lease fail to Landlord be true and any applicable Facility Mortgageecorrect, or if Landlord shall violate, neglect or fail to perform or observe any covenant, condition, representation, warranty or agreement or provision contained herein within thirty (30) days after receipt by Landlord of written notice of such additional failure (or such longer period as may be reasonably required necessary to correct such default if within such thirty (30) day period Landlord shall commence cure of such default and thereafter pursue correction thereof then such failure shall constitute an "Landlord Default" hereunder. The foregoing notice and cure periods shall not be applicable to specific Lease provisions that provide Tenant with specific rights for Landlord Defaults. Notwithstanding the sameforegoing, if in Tenant's reasonable judgment, an emergency shall exist, Tenant may declare cure such default with only reasonable (under the circumstances) notice to Landlord being required. Upon the occurrence and continuance of a “an Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith may, at its option and without any obligation to do so, elect to terminate and cancel this Lease, withhold payment or performance under the Lease until such time as such Landlord Default is cured, cure such Landlord Default and set off against the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred Rent such amounts expended by Tenant in curing connection with such cure or, pursue any other remedy now or hereafter available at law or in equity in the samestate in which the Premises are situated. The self-help option given to Tenant in this Section is for the sole protection of Tenant, together with interest thereon (and its existence shall not release Landlord from its obligation to perform the extent permitted terms, provisions, covenants and conditions herein provided to be performed by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. or deprive Tenant shall of any legal rights which it may have no right to terminate this Agreement for by reason of any such default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.

Landlord Default. If (a) Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for have a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. of written notice from Tenant (a copy of which shall have no right be provided concurrently to terminate this Agreement for each Lender) within which to cure any default by Landlord hereunder and no rightunder this Lease; provided, for however, that with respect to any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detaildefault that cannot reasonably be cured within thirty (30) days, the basis therefor, no Landlord Default default shall not be deemed to have occurred be uncured if Landlord commences to cure within thirty (30) days from Tenant’s notice and continues to prosecute diligently the curing thereof. Tenant agrees to give any Mortgagee, by registered or certified mail, a copy of any Notice of Default served upon the Landlord, provided that prior to such notice Tenant has been notified in writing (by way of Notice of Assignment of Rents and Leases, or otherwise) of the address of such Mortgagee. Tenant further agrees that if Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord failed to cure such default within the time provided for in this Lease, then the Mortgagee shall fail, in good faith, to resolve any such dispute within ten have an additional thirty (1030) days after (provided that Tenant notifies Mortgagee concurrently with Tenant’s notice to Landlord at the beginning of Landlord’s Notice thirty (30) day period; otherwise Mortgagee shall have sixty (60) days from the date on which it is noticed) within which to cure such default or if such default cannot be cured within that time, then the cure period shall be extended for such additional time as may be necessary to cure such default if within such applicable period Mortgagee has commenced and continues to prosecute diligently the cure of disputesuch default (including, either may submit the matter for resolution in accordance with Article 22.but not limited to, commencement of foreclosure proceedings, if necessary to effect such cure). DRAFT

Landlord Default. If Landlord shall default in the performance fails to perform or observance observe or otherwise breaches any term of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, Lease and any such default failure shall continue for a period of more than thirty (30) days after Notice thereof from Tenant gives Landlord written notice of such failure, or, if such failure does not arise out of a failure by Landlord to pay a sum of money and cannot reasonably be corrected within such 30-day period, if Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required does not commence to correct such default within such 30-day period and thereafter diligently prosecute the samecorrection of same to completion within a commercially reasonable time, Tenant may declare a “Landlord Event of Default” shall exist under this Lease. Upon the occurrence of a “Landlord Event of Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith at Tenant’s option, cure the same andLandlord Event of Default and the actual cost of such cure shall be payable by Landlord to Tenant within thirty (30) calendar days after written demand; provided, subject however, that if a failure by Landlord to perform or observe any term of this Lease gives rise to circumstances or conditions which constitute an emergency threatening human health or safety or substantial damage to the provisions Demised Premises or Tenant’s personal property, Tenant shall be entitled to take immediate curative action (prior to the expiration of any notice and cure period set forth above) to the extent necessary to eliminate the emergency .. If Landlord does not pay to Tenant the amount of such cost arising out of a Landlord Event of Default, upon written demand, Tenant may set off such cost against installments of Base Rent or other amounts due Landlord under this Lease. Such cost must be reasonably incurred and must not exceed the scope of the following paragraphLandlord Event of Default in question; and if such costs are chargeable as a result of labor or materials provided directly by Tenant, invoice rather than by unrelated third parties, the costs shall not exceed the amount which would have been charged by a qualified third party unrelated to Tenant. The quality of all work performed by Tenant must equal or exceed the quality of Landlord’s Work. Such costs must be reasonably documented and copies of such documentation must be delivered to Landlord with the written demand for costs and expenses (including reasonable attorneys’ fees and court costs) reimbursement. Tenant shall be permitted to continue to set off against succeeding installments of Base Rent until the total amount of such cost actually incurred by Tenant has been recovered by Tenant. If Tenant elects to exercise its right of set-off, as provided in this Section 22.1, such set-off is intended to be the exclusive remedy available to Tenant with respect to the Landlord Event of Default which gave rise to the set-off. Accordingly, once Tenant has fully set off all of the permissible cost of curing the sameLandlord Event of Default , together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall longer be deemed to have occurred and Landlord shall have no obligation be in default under this Lease with respect thereto until final adverse determination thereofto the Landlord Event of Default that was the subject of the set off. If Nothing contained in this Section 22.1 shall create or imply the existence of any obligation by Tenant and to cure any Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice Event of dispute, either may submit the matter for resolution in accordance with Article 22Default.