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. 24.1 If Landlord shall be in default in the performance or observance of any covenant of its covenants this Lease to be performed by it, Tenant, prior to exercising any right or obligations set forth remedy it may have against Landlord on account thereof, shall give Landlord a thirty (30) day written notice of such default, specifying the nature of such default. Notwithstanding anything to the contrary elsewhere in this Agreement or any obligation Lease, Tenant agrees that if the default specified in said notice is of such nature that it can be cured by Landlord, if anybut cannot with reasonable diligence be cured within said thirty (30) day period, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any then such default shall continue for a period of be deemed cured if Landlord within said thirty (30) days after Notice period shall have commenced the curing thereof from Tenant and shall continue thereafter with all due diligence to cause such curing to proceed to completion. 24.2 If Landlord and shall fail to cure a default of any applicable Facility Mortgageecovenant of this Lease to be performed by it within the time period provided in Section 24.1, 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 shall be deemed an Event of Default by Landlord and, subject to the provisions of the following paragraphSection 24.3, invoice Landlord for Tenant may pursue all remedies available at law or in equity and may recover all costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant by reason of such default by Landlord. Notwithstanding the foregoing, if Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied solely out of the right, title and interest of Landlord in curing the samePremises and its underlying realty and out of the rents, together with or other income from said property receivable by Landlord, or out of the consideration received by Landlord's right, title and interest thereon in said property, but neither Landlord nor any partner or joint venture of Landlord shall be personally liable for any deficiency. 24.3 Tenant agrees to give any mortgagee and/or trust deed holders ("MORTGAGEE"), by registered 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 extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rateaddress of such Mortgagee. 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 further agrees that if Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant failed to cure such default within the time provided for in this Lease, then the Mortgagee shall have an additional sixty (60) days within which to cure such default or if such default cannot be cured within that time, then such additional time as may be necessary to cure such default shall be granted if within such sixty (60) days Mortgagee has commenced and Landlord shall failis diligently pursuing the remedies necessary to cure such default (including, but not limited to, commencement of foreclosure proceedings, if necessary to effect such cure), in good faith, to resolve any which event the Lease shall not be 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 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 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 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 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 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 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 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 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 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 The occurrence of the following events shall constitute a "Landlord shall default Default": (a) Landlord fails to make any payment due hereunder when due and such failure continues for a period of ten (10) days following Notice from Tenant that such payment is due and owing and unpaid. (b) Landlord fails to maintain the insurance coverages that it is required to maintain under Article 9. (c) Landlord defaults in the due observance or performance or observance of any of its the terms, covenants or obligations set forth agreements contained herein to be performed or observed by it (other than as specified in this Agreement or any obligation of Landlordclauses (a) and (b) above), if anyand, under any agreement affecting the Leased Propertyin either case, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue continues for a period of thirty (30) days after Notice thereof from Tenant to Landlord; provided, however, that if such default is curable but such cure cannot be accomplished with due diligence within such period of time and if, in addition, Landlord commences to cure such default within thirty (30) days after Notice thereof from Tenant and any applicable Facility Mortgageethereafter prosecutes the curing of such default with all due diligence, or such additional period of time shall be extended to such period of time (not to exceed one hundred twenty (120) days in the aggregate, subject to Unavoidable Delay) as may be reasonably required necessary to correct cure such default. (d) Landlord is generally not paying its debts as they become due, or Landlord makes a general assignment for the samebenefit of creditors. (e) Any petition is filed by or against Landlord under the Federal bankruptcy laws, or any other proceeding is instituted by or against Landlord seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for Landlord or for any substantial part of the property of Landlord and, in the case of any involuntary petition filed or proceeding instituted against Landlord only, such proceeding is not dismissed within sixty (60) days after institution thereof, or Landlord takes any action to authorize or effect any of the actions set forth above in this paragraph. (f) Landlord causes or institutes any proceeding for its dissolution or termination. (g) Landlord or Host O.P. defaults under the terms of any of the Related Agreements beyond the expiration of any applicable notice and cure periods. Subject to Section 23.11, in the event of a Landlord Default, Tenant shall have and may declare exercise all rights and remedies available at law and in equity, including, without limitation, the occurrence of a “Landlord Default” by a second Notice right to Landlord and to such Facility Mortgagee. Thereafterpursue an action for damages against Landlord; provided, Tenant may forthwith cure the same andhowever, subject to the provisions of the following paragraphthat except as otherwise expressly provided in this Lease, 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 Lease for any default by Landlord Default hereunder and no right, for any such default, right 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, Landlord 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, then either may submit the matter to arbitration under Article 15 for resolution resolution, and no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof in accordance such arbitration. In the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Overdue Rate, from the date demand was made until paid, and in the event Landlord fails to make such payment within fifteen (15) days after such adverse determination, Tenant shall be entitled to offset such amount against the payment or, if necessary, payments of Rent next coming due hereunder. If Tenant reasonably determines that immediate action is necessary to protect person or property or to comply with Article 22Legal Requirements, Tenant may forthwith cure the Landlord Default and invoice Landlord for costs and expenses (including reasonable attorneys' fees and court costs) incurred by Tenant in curing the same, together with interest thereon from the date Landlord receives Tenant's Notice, at the Overdue Rate.

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 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 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 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 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 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 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 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 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 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 (a) Notwithstanding anything to the contrary contained in the Lease, Landlord shall in no event be in default in the performance or observance of any of Landlord’s obligations under this Lease unless Landlord shall have failed to perform such obligations within thirty (30) days (or such additional time as is reasonably required to correct any such default, provided Landlord commences cure within 30 and thereafter diligently prosecute such cure to completion) after notice by Tenant to Landlord properly specifying wherein Landlord has failed to perform any such obligation. Except as expressly set forth in this Lease, Tenant shall not have the right to terminate or cancel this Lease or to withhold rent or to set-off or deduct any claim for damages against rent as a result of any default by Landlord or breach by Landlord of its covenants or obligations any warranties or promises hereunder, except in the case of a wrongful eviction of Tenant from the Premises (constructive or actual) by Landlord, unless same continues after notice to Landlord thereof and an opportunity for Landlord to cure the same as set forth above. In addition, other than as set forth in this Agreement Section 9.6(b). Tenant shall not assert any right to deduct the cost of repairs or any obligation monetary claim against Landlord from rent thereafter due and payable under this Lease except as expressly set forth in Section 20.9(b) below. (b) If Landlord is in default (determined in accordance with Section 20.9(a) above) under any provision of this Lease other than Section 3 hereof (it being understood and agreed that Xxxxxx’s remedies for Landlord’s default of Landlord’s Section 3 obligations are set forth in said Section 3), or if anyLandlord’s failure to perform any of its obligations hereunder poses an imminent risk of damage or injury to persons or property or constitutes a violation of Legal Requirements and if such default or failure, under as the case may be, materially adversely affects Tenant’s ability to operate its business in the ordinary course in accordance with the terms of this Lease, then Tenant shall have the right to cure such default or perform such obligation which Landlord failed to perform, as the case may be, on Landlord’s behalf (provided that Tenant shall not violate or render void any agreement affecting the Leased Property, the performance warranties maintained by Landlord of which is not Tenant’s obligation pursuant to this AgreementTenant has prior written notice, and in no event shall any such default cure affect any other tenant in the Building), in which event Landlord shall continue for a period of reimburse Tenant 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 the same, Tenant may declare the occurrence 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, reasonably detailed invoice Landlord for all reasonable costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant Xxxxxx in curing the sameconnection therewith, together with interest thereon (to at the extent permitted by law) from the date Landlord receives Default Rate. Tenant’s invoice until paidself-help rights under this Section 20.9(b) shall be exercised by Tenant only (i) with respect to conditions that materially adversely affect Tenant’s ability to operate its business in the ordinary course in accordance with the terms of this Lease, at and (ii) except in the Overdue Rate. event of an emergency or a violation of Legal Requirements (in either of which events Tenant shall have no right provide notice to terminate this Agreement for any default Landlord’s designated emergency contact, which notice may be by e-mail or oral, which contact information shall be provided in writing to Tenant and may be changed by Landlord hereunder by written notice from time to time), after Xxxxxx has provided Landlord with notice of Tenant’s intention to exercise such right (which notice shall be delivered in an envelope that conspicuously states the following in bold caps: “TENANT NOTICE OF INTENTION TO EXERCISE SELF-HELP” and no right, for any which notice shall include an explicit statement that such default, notice is a notice delivered pursuant 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 this Section 20.9 and Landlord’s failure to perform the specified obligation will trigger the provisions of this Section 20.9, before the expiration and which notice shall include a copy of the applicable cure perioddefault notice delivered pursuant to Section 20.9(a) above), 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 Landlordits receipt of such notice (or if Landlord commences to do the act required within such ten (10) day period but fails to proceed diligently thereafter). The provisions of this Section 20.9(b) are personal to uniQure, Inc. and its Successor(s). If Landlord fails to reimburse Tenant for Xxxxxx’s Notice costs incurred pursuant to this Section 20.9(b) within the aforementioned 30 day period, then Tenant may send Landlord a notice in an envelope that conspicuously states the following in bold caps: “TENANT NOTICE OF INTENTION TO EXERCISE OFF-SET” and which notice shall include an explicit statement that such notice is a notice delivered pursuant to this Section 20.9(b) and describing Xxxxxxxx’s failure to make such reimbursement and, if Xxxxxxxx fails to reimburse Tenant within ten (10) days following delivery of disputesuch notice, either then Tenant may submit off-set such amounts, together with interest at the matter for resolution Default Rate from the date incurred by Xxxxxx, against the Rent due hereunder until Xxxxxx is paid in accordance with Article 22full (provided that such off-set shall not exceed 15% of the Base Rent due from Tenant in any one month).

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 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, 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 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 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 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 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 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 be deemed to have committed a "Default" under this Lease in the performance event Landlord fails to observe, perform, or observance of comply with any of its covenants the terms, covenants, agreements, or obligations set forth conditions contained 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 AgreementLease, and any such default shall continue failure continues for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, (or such additional shorter period as may provided elsewhere in this Lease) after Tenant has given Landlord written notice of such failure, provided, if Landlord has promptly commenced and diligently pursued remedial action within such 30-day period but has been unable to cure its default prior to the expiration thereof, such 30-day period shall be extended for a period reasonably required for the completion of Landlord's remedial action, provided Landlord continues to correct diligently pursue such remedial action. In the sameevent of a Default by Landlord, Tenant may declare the occurrence shall have all rights and remedies provided for at law. No right or remedy herein conferred upon or reserved to Tenant is intended to be exclusive of a “Landlord Default” any other right or remedy, and each and every right and remedy shall be cumulative and in addition to any other right or remedy given hereunder or now or hereafter existing by a second Notice agreement, applicable law or in equity. In addition to Landlord and to such Facility Mortgagee. Thereafterother remedies provided in this Lease, Tenant may forthwith cure the same andshall be entitled, 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 applicable law) from , to injunctive relief, or to a decree compelling performance of any of the date Landlord receives Tenant’s invoice until paidcovenants, agreements, conditions or provisions of this Lease, or to any other remedy allowed to Tenant at law or in equity. Forbearance by Tenant to enforce one or more of the Overdue Rate. Tenant remedies herein provided upon a Default shall have no right not be deemed or construed to terminate this Agreement for any default by Landlord hereunder and no right, for any constitute a waiver of 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 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.. -51- ARTICLE 15

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 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 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 any such default Landlord shall continue for a period of have thirty (30) days after Notice thereof from 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 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 that continues following the giving of the foregoing notice and no right, for any such default, expiration of the foregoing cure period shall be hereinafter referred to offset or counterclaim against any Rent or other charges due hereunderas a "Landlord Default"). If Landlord shall in good faith dispute In the occurrence event of any Landlord Default and, except as set forth hereinbelow, Tenant's exclusive remedy shall be (i) the right to bring an action for actual damages and consequential damages (as limited pursuant to this section ------- 10.7), (ii) the limited right under Article 6 to designate a new Site ---- --------- Manager; (iii) the limited self help rights specifically articulated in section 10.7 hereof; (iv) Tenant's rights under Article 15; (v) Tenant's ------------ ---------- limited set off rights as set forth in this section 10.7; and (vi) the right ------------ to bring an action for injunctive relief and Tenant shall not, and hereby waives any right to, terminate this Lease or xxxxx or set off against rent (except as permitted herein). In order for Tenant to recover consequential damages against Landlord, before the act or omission giving rise to such consequential damage claim must have been committed by Landlord in bad faith through willful misconduct. Absent a finding of such bad faith and willful misconduct on Landlord's part, Tenant waives any claim to consequential damages. In the event of Landlord Default related to its obligations set forth in Article 6 hereof, and such default is not cured within thirty (30) --------- days (or such longer period of time if reasonably required to cure such default if Landlord is diligently prosecuting such cure) after notice is delivered by Tenant to Landlord of such default (which such notice shall reference this self help right), Tenant may elect to cure the applicable Landlord Default and Landlord shall pay the reasonable, third party costs thereof, including interest thereon from the date of expenditure at the prime rate, as published by The Wall Street Journal plus three percent (3%) ----------------------- or the highest legal rate, if less, but Tenant may not xxxxx or set off such amounts from rent due hereunder unless and until either (i) Landlord acknowledges that it owes the amount claimed by Tenant in writing or (ii) Tenant has obtained a final, non-appealable award from an arbitrator, if the parties have submitted to binding arbitration, confirming that Landlord owes such amount to Tenant, at which time Tenant may set off the reasonable, third party costs of curing Landlord's default ("Tenant's Self Help Costs") each month against only fifty percent (50%) of monthly Base Rent until paid, or if the time remaining in the term, as it may be extended by Tenant, is such that Tenant cannot fully recover such amount from fifty percent (50%) of Base Rent, then against all Base Rent until paid. Tenant may cure any defaults by Landlord under Article 6 prior to the --------- expiration of the applicable cure periodperiod set forth above if Tenant reasonably deems the situation to be an emergency (meaning an immediate threat to persons or substantial property) but Landlord shall not be obligated to reimburse Tenant for the cost thereof and Tenant may not set off or xxxxx the cost thereof against rent unless: (i) the costs incurred were commercially reasonable; (ii) Tenant notified Landlord through the Site Manager of such emergency in a manner reasonable under the circumstances (in writing if reasonably possible), and, if reasonable under the circumstances, a reasonable opportunity to cure the same; and (iii) Tenant limits its cure actions and the cost thereof to those actions required to eliminate the emergency, as opposed to completely curing the default if such emergency can be eliminated without such complete cure. In addition, Tenant shall have the right until such time as Landlord delivers to Tenant a Set Off Limitation Letter, as defined below, to set off each month against only fifty percent (50%) of monthly Base Rent until paid, or if the time remaining in the term, as it may be extended by Tenant, is such that Tenant cannot fully recover such amount from fifty percent (50%) of Base Rent, then against all Base Rent until paid, any amount which either (i) Landlord acknowledges that it owes to Tenant in writing or (ii) is awarded to Tenant by an arbitrator in a final, non-appealable award, if the parties have submitted to binding arbitration, less any amounts awarded to or otherwise owed to Landlord by Tenant. If Landlord ever attempts to sell or finance the Property (either through conventional deed of trust financing, sale/leaseback, or any other type of loan or financing where the Property is used in any manner to secure the loan), and the lender, landlord, buyer or other party to such transaction requests in writing that Landlord amend Tenant's set off rights herein or indicates in writing that such set off rights are a material impediment to such transaction, Landlord may send a letter ("Set Off Limitation Letter") to Tenant eliminating Tenant's rights to set off from Base Rent any amount other than Tenant's Self Help Costs at which time Tenant's rights to set off from Base Rent any amount other than Tenant's Self Help Costs shall automatically terminate and be of no further force or effect without any further act of Tenant notwithstanding that section 15.7 ------------ hereof would otherwise require Tenant to execute a written document to amend this Lease. Tenant shall within thirty (30) days of written request from Landlord or any potential buyer or lender (or sale leaseback landlord) execute and deliver an estoppel letter which may be relied upon by Landlord and any potential buyer or lender (or sale leaseback landlord) confirming receipt of the Set Off Limitation Letter and the termination of all set off rights other than Tenant's limited right to set off Tenant's Self Help Costs as allowed hereinabove. The failure of Tenant to deliver such estoppel certificate within such time period shall be a material default. Notwithstanding any other provision of this Lease, Tenant's right to recover an award for damages, whether actual or consequential, shall give Notice thereof be limited to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default and 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 not exceed Two Hundred Million Dollars (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22$200,000,000.00).

Landlord Default. Landlord shall not be in default hereunder unless Landlord fails to perform the obligations required of Landlord within thirty (30) business days after notice by Tenant to Landlord and to the holder of any mortgage or deed of trust covering the Premises (the "Mortgagee") and to the County, whose names and addresses shall have theretofore been furnished to Tenant, specifying the default in reasonable detail; provided that if the nature of such default is such that the same cannot reasonably be cured within a thirty (30) business day period, Landlord shall not be deemed to be in default if it diligently commences such cure within such period and thereafter diligently proceeds to rectify and cure said default in a commercially reasonable fashion. If Landlord fails to cure such default within the applicable cure period, Tenant shall give written notice of such failure to Mortgagee and to the County, specifying wherein Landlord has failed to perform such obligation with an additional period of time equal to that provided to Landlord for either of them to cure. If either Mortgagee or County performs on behalf of Landlord, such default shall be deemed cured. Subject to Section 10.1, 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, Xxxxxx's business, (including any loss of profits) arising in connection with this Lease, except to the extent arising from Landlord's gross negligence, willful misconduct or breach of this Lease. It is expressly understood and agreed that notwithstanding anything in this Lease to the contrary, and notwithstanding any applicable law to the contrary, in the performance event Tenant makes any claim or observance asserts any cause of action against Landlord or its Affiliates (as defined below) as a result of Landlord's or its Affiliates default, which cannot be brought unless Mortgagee and County fail to cure the alleged Landlord default: (a) Tenant's sole and exclusive remedy shall be against Landlord's share of the current rents (as established in the Master lease), issues, profits, and other income Landlord receives from its operation of the Project, net of all current operating expenses, liabilities, reserves, and debt service associated with said operation ("Net Income" for purposes of this Section 19.7 only), (b) no real, personal, or mixed property of Landlord or its Affiliates, wherever located, shall be subject to levy for any judgment obtained by Tenant against Landlord, (c) if such Net Income is insufficient to satisfy any judgment, Tenant will not institute any further action, suit, claim, or demand, in law or in equity, against Landlord or its Affiliates for or on the account of such deficiency, and (d) Landlord's default shall not constitute consent by Landlord for Tenant to perform or observe such terms, covenants, or conditions at Landlord's expense; and neither Landlord, nor any of its covenants or obligations Affiliates shall have any additional personal liability therefore. The limitations set forth in this Agreement Section 19.7 shall be applicable to, and enforceable by, Landlord and/or its Affiliates. Tenant, on behalf of itself and all persons claiming by, through, or under Tenant, hereby expressly waives and releases Landlord and its Affiliates (as defined below) from any and all such additional personal liability. Landlord and its affiliates, agents, contractors, employees, assignors, predecessors, successors, or Transferees (collectively "Affiliates") shall not be liable for injury to Tenant's business or loss of income therefrom or for damage that may be sustained by the person, merchandise, or personal property of Tenant, its employees, invitees, customers, agents, or contractors or any obligation other person in or about the Premises, caused by or resulting from fire, steam, electricity, gas, water or rain, which may leak or flow from or into any part 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 MortgageePremises, or such additional period as may be reasonably required to correct from the samebreakage, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafterleakage, Tenant may forthwith cure the same andobstruction, subject to the provisions failure, or other defects of the following paragraphutility installations, invoice air conditioning system, or other common systems and components of the Premises or Project, or as a result of the exercise by Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the sameof its rights under this Lease, together with interest thereon (except to the extent permitted that such damage or loss is caused by law) from Landlord's and/or its Affiliates' gross negligence, willful misconduct or breach of this Lease. Landlord makes no representations or warranties whatsoever with respect to any air conditioning system or other common systems or utility installations existing as of the date hereof or in the future. Landlord receives Tenant’s invoice until paidand its Affiliates shall not be liable in damages or otherwise for any discontinuance, at failure, or interruption of service to the Overdue Rate. Premises of utilities, the air conditioning system, or any other systems and Air Cargo Lease A-Mark 2014 - 34 - services and Tenant shall have no right to terminate this Agreement Lease or withhold rent because of the same. Landlord and its Affiliates shall not be liable for any default by Landlord hereunder and no rightdamages arising from any use, for any such defaultact, or failure to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence act of any Landlord Default and Landlord, before the expiration other tenant or occupant of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, Project or any other third party associated with 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 22Project.

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 Landlord shall not Tenant’s obligation pursuant to this Agreement, be in default hereunder (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 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). 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) days after Business Days following receipt of written notice from Tenant of such default and shall diligently pursue the curing thereof to completion. Thereafter, Tenant’s 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 to Landlord or granting Tenant a right to terminate this Lease upon a default by Landlord); provided, however, that, except as expressly set forth in Exhibit E-3 of this Lease, in no event shall Tenant have the right to terminate the Lease nor shall Tenant’s Notice obligation to pay Rent or other charges under this Lease xxxxx based upon any default by Landlord of dispute, either may submit the matter for resolution in accordance with Article 22its obligations under this Lease.

Landlord Default. (1) If Landlord fails to observe or perform any term or covenant required to be observed or performed by it under this Lease which failure materially, adversely affects Tenant’s use and occupancy of or access to the Premises, and Landlord does not cure such failure within thirty (30) days (or within a reasonable time thereafter if necessary under the circumstances so long as Landlord is diligent in its prosecution of the cure of such failure) after receipt of written notice from Tenant specifying such failure and requesting that it be remedied, then, subject to the provisions of Section 39 of the Lease, Tenant shall default be entitled, at its election, to exercise concurrently or successively, any one or more of the rights available in law or equity under the laws of the United States or the State of Georgia. Notwithstanding the foregoing to the contrary, Tenant shall have no right, and hereby expressly waives any right to, perform any work on behalf of Landlord or otherwise exercise “self help” and any right to deduct or withhold any amounts from any rentals due hereunder. Tenant acknowledges and agrees that all of its covenants and obligations contained herein are independent of Landlord’s covenants and obligations contained herein. Tenant shall neither be relieved from the performance or observance of any of its covenants or and obligations set forth in this Agreement or any obligation of Landlord(including, if any, under any agreement affecting the Leased Propertywithout limitation, the performance obligation to pay Rent) nor entitled to terminate this Lease, due to a breach or default by Landlord of which is not Tenant’s obligation pursuant any of its obligations covenants or obligations, unless expressly permitted to the contrary by the terms of this AgreementLease. (2) If (i) Tenant provides prior written notice (the “First Notice”) to Landlord of its failure to comply with any term, and provision, or covenant of this Lease, (ii) Landlord is, in fact, required to comply with any such default shall continue for term, provision or covenant of this Lease and the ability to comply with such term, provision or covenant is within the reasonable control of Landlord (“Required Obligation”),(iii) Landlord fails to commence such action within a reasonable period of time, given the circumstances, after the receipt of the First Notice, but in any event not later than thirty (30) days after Notice thereof from receipt of the First Notice, and thereafter diligently pursues the Required Obligation to completion as soon as reasonably possible, then Tenant shall have the right to terminate the Lease after delivery of an additional thirty (30) day notice (the “Second Notice”) to Landlord and any applicable Facility Holder for which Landlord has given Tenant an address for notices or for which Tenant has entered into a subordination, non-disturbance and attornment agreement (the “Landlord’s 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 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 given not earlier than the expiration of the applicable cure first aforesaid thirty (30) day period) specifying that (x) the first thirty (30) day period has expired, shall give Notice thereof (y) the specific Required Action and (z) that Tenant intends to Tenantterminate the Lease in the event Landlord fails to take such action; provided, setting forthhowever, in reasonable detailif Tenant reasonably anticipates that a dispute will result under this Section 19(d), Tenant may submit the basis therefor, no Landlord Default shall be deemed anticipated dispute 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, arbitration pursuant to resolve any such dispute within Exhibit “J” attached hereto by written notice given not earlier than ten (10) days after LandlordTenant’s Notice delivery of dispute, either may submit the matter for resolution First Notice. Tenant shall not be entitled to terminate the Lease in accordance with Article 22this Section 19(d) unless Landlord’s failure to perform the Required Action directly, materially and adversely affects Tenant’s use of or access to the Premises, rendering all, or substantially all of the Premises untenantable and Tenant actually discontinues its business operations within the entire Premises or substantially all of the Premises from and after delivery of the First Notice. (i) Landlord reasonably believes that the requested maintenance and/or repair and/or service is not required because it is not a Required Obligation pursuant to the terms of the Lease, or (ii) Landlord is already performing the Required Obligation or other action Landlord reasonably believes appropriate in the circumstances in accordance with its obligations under the Lease, or (iii) Landlord does not reasonably believe that the failure to perform such Required Obligation results in a direct, material and adverse effect on Tenant’s use or access of the Premises rendering all, or substantially all of the Premises untenantable, then Landlord shall have the option within the thirty (30) day period after receipt of the Second Notice to submit the dispute to arbitration pursuant to Exhibit “J’ attached hereto or commence the requested repair and/or maintenance obligations and/or service and diligently pursue such action to completion as soon as reasonably possible. If such repair and/or maintenance obligations and/or service restoration is a Required Obligation and is not undertaken by Landlord within such second thirty (30) day notice period and Landlord has not submitted the dispute to arbitration in accordance with Exhibit “J” attached hereto, then Tenant shall have the right to terminate this Lease by delivering written notice to Landlord and any Landlord’s Mortgagee of such termination, and this Lease shall terminate on the date which is five (5) days following the date of delivery of such notice to both parties and Landlord and Tenant shall have no further rights or obligations to the other accruing under the Lease after such termination date.

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 shall have no right within which to terminate this Agreement for cure any default by Landlord hereunder under this Facility 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 no rightcontinues to prosecute diligently the curing thereof. Tenant agrees to give any Mortgagee, for by registered or certified mail, a copy of any notice of default served upon the Landlord, provided that prior to such defaultnotice Tenant has been notified in writing (by way of Notice of Assignment of Rents and Leases, to offset or counterclaim against any Rent or other charges due hereunderotherwise) of the address of such Mortgagee. If Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in good faith dispute this Facility Lease, then the occurrence Mortgagee shall have an additional thirty (30) days (provided that Tenant notifies Mortgagee concurrently with Tenant’s notice to Landlord at 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, 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 such default (including, but not limited to, commencement of foreclosure proceedings, if necessary to effect such cure). DRAFT (b) If any default hereunder by Landlord Default and Landlord, before the expiration of is not cured within the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default ’s exclusive remedies shall be deemed an action for specific performance or action for actual damages. Any other provision of this Facility Lease to have occurred and the contrary notwithstanding, however, Landlord shall have no obligation with respect thereto until final adverse determination thereofnot be liable to Tenant for any loss of profits, loss of business or other consequential damages of any kind unless such default is caused by the gross negligence or willful misconduct of Landlord or any of the Landlord Parties. TENANT HEREBY WAIVES THE BENEFIT OF ANY LAWS GRANTING IT (I) THE RIGHT TO PERFORM LANDLORD’S OBLIGATION, OR (II) THE RIGHT TO TERMINATE THIS FACILITY LEASE OR WITHHOLD RENT ON ACCOUNT OF ANY LANDLORD DEFAULT. TENANT HEREBY FURTHER AGREES TO LOOK SOLELY TO LANDLORD’S INTEREST IN THE PROJECT FOR THE RECOVERY OF ANY JUDGMENT FROM LANDLORD. If Tenant and Landlord is a partnership, its partners whether general or limited, or if Landlord is a corporation, its directors, officers or shareholders, or if Landlord is a limited liability company, its members or managers or if Landlord is a public agency, members of its governing board or its constituent members, shall fail, in good faith, to resolve never be personally liable for any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22judgment.

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 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 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 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 Landlord fails to perform or observe any of the terms, covenants or conditions contained in this Lease on Landlord's part to be performed or observed within thirty ( 30 ) days after written notice of default from Tenant or, when more than thirty ( 30 ) days shall be required because of the nature of the default, if Landlord shall fail to commence to cure such default within thirty ( 30 ) days after written notice thereof from Tenant, and thereafter diligently pursue such cure to completion, said failure shall constitute a default by Landlord under this Lease . If the Premises or any part thereof, or any interest of Landlord in this Lease or the rent due hereunder, are at any time subject to any mortgage and if Tenant is given notice of the name and address of the mortgagee, then prior to exercising its remedies under this Lease, Tenant shall give written notice of any Landlord's default to such mortgagee, concurrently with providing notice to Landlord, specifying the default in reasonable detail, and affording such mortgagee the right to perform on behalf of Landlord within thirty ( 30 ) days after written notice of Xxxxxxxx's default from Tenant or, when more than thirty ( 30 ) days shall be required because of the nature of the default, within such longer period as shall be reasonable under the circumstances after written notice of Xxxxxxxx's default from Tenant . If such mortgagee does perform on behalf of Landlord, such default shall be deemed cured and Tenant shall have no further remedies with respect thereto . Tenant hereby waives the right to terminate this Lease for Landlord's defaults, Xxxxxx's remedies being limited to the right to seek damages or specific performance . In the event Tenant makes any claim or observance asserts any cause of action against Landlord : (a) Tenant's sole and exclusive remedy shall be against the current rents Landlord receives from Landlord's operation of the Shopping Center, net of all current operating expenses, liabilities, reserves and debt service associated with said operation ("Net Income" for purposes of this Section only), and subject to the rights of Landlord's mortgagees ; (b) no real, personal or mixed property of Landlord shall be subject to levy on any judgment obtained against Landlord, (c) if such Net Income is insufficient to satisfy any judgment, Tenant will not institute any further action, suit, claim or demand, in law or in equity, against Landlord for or on the account of its covenants such deficiency, and (d) Tenant shall have no right to perform or obligations cure any such alleged defaults of Landlord at Landlord's expense . The limitations set forth in this Agreement Section shall be enforceable by Landlord and/or by any member, partner, trustee, officer, employee, agent or any obligation property manager of LandlordLandlord . SECTION 15 - QUIET POSSESSION Landlord agrees that Tenant, if anyupon paying the rent and performing the covenants and conditions of this Lease, under any agreement affecting shall quietly have, hold and enjoy the Leased Property, Premises during the performance of which is not Tenant’s obligation pursuant to this Agreement, Term 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 andextension thereof, subject to the provisions of this Lease and to all mortgages, deeds of trust, ground or underlying leases, zoning laws, restrictive covenants, easements, rights - of - ways, agreements and encumbrances to which this Lease is or may become subordinate . SECTION 16 - ATTORNEYS' FEES In the following paragraphevent that either Landlord or Tenant shall institute any action or proceeding against the other relating to the provisions of this Lease, invoice or any default hereunder, the unsuccessful party in such action or proceeding agrees to pay to the successful party all attorneys' fees and costs incurred therein by the successful party . Likewise, Landlord for costs and expenses (including shall be entitled to all reasonable attorneys’ ' fees incurred in the preparation 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 service of any Landlord Default and Landlordnotice or demand hereunder, 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 thereofwhether or not a legal action is subsequently commenced . 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 17 - EMINENT DOMAIN 17.1

Landlord Default. If The following shall be deemed to be events of default by Landlord shall default in the performance under this Lease: (a) Landlord fails to observe or observance of perform any of its covenants the covenants, conditions, or obligations set forth in provisions of this Agreement Lease to be observed or any obligation of performed by 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 where such default shall continue failure continues for a period of ninety (90) days after written notice thereof from Tenant to Landlord; provided, however, that if the nature of the default requires more than ninety (90) days to effect the cure, then Landlord shall not be deemed to be in default if Landlord commences the cure within the thirty (90) day period and thereafter diligently prosecutes the cure to completion; or (b) Landlord makes any general arrangement or assignment for the benefit of creditors, or if Landlord becomes a “debtor” as defined in 11 U.S.C. section 101 or any successor statute thereto (unless, in the case of a petition filed against Landlord, the petition is dismissed within sixty (60) days), or the appointment of a trustee or receiver to take possession of the Premises where possession is not restored to Landlord within thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgageedays, or the attachment, execution, or other judicial seizure or lien against the Premises, where such additional lien is not discharged within thirty (30) days. If Landlord commits an event of default under this Lease and Landlord does not remedy the event of default within the cure period as may be reasonably required to correct the sameprovided in this Lease, Tenant may declare terminate this Lease by providing Landlord with ten (10) days prior written notice, in which case Tenant shall be relieved of its obligations hereunder from the occurrence date of a “Landlord Default” by a second Notice termination in said notice, or Tenant shall be entitled to Landlord correct such default and to such Facility Mortgagee. Thereafter, Tenant either (i) bring suit for the collection of any amounts for which Landlord 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 be in curing the samedefault, together with interest thereon (to at the extent permitted by law) Default Rate from the date of such expenditure; or (ii) to xxxxx its rental obligations during the months following such default by an amount equal to any amounts for which Landlord receives is in default, together with interest thereon at the Default Rate from the date of such expenditure. Except as the context of the above sections indicates or expressly provides, Tenant’s invoice until paidrights and remedies are not intended to be exclusive, 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 but shall be deemed in addition to have occurred all other rights and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If remedies available to Tenant and Landlord shall failby statute, under the law, or 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 22equity.

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. -51- ARTICLE 15 PURCHASE RIGHTS Landlord shall have the option to purchase Tenant's Personal Property, at the expiration or termination of this Agreement, for an amount equal to the then fair market value thereof (current replacement cost as determined by agreement of the parties or, in the absence of such agreement, appraisal), subject to, and with appropriate price adjustments for, all equipment leases, conditional sale contracts, UCC-1 financing statements and other encumbrances to which such Personal Property is subject. Upon the expiration or sooner termination of this Agreement, Tenant shall use its reasonable efforts to transfer and assign, or cause to be transferred and assigned, to Landlord or its designee, or assist Landlord or its designee in obtaining, any contracts, licenses, and certificates required for the then operation of the Leased Property.

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 default in the performance or observance of fails to perform any of its covenants or Landlord’s obligations set forth in under this Agreement or any obligation of LandlordLease, 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 failure continues for a period of more than thirty (30) days after Notice thereof from Tenant Tenant’s delivery of written notice to Landlord and any applicable Facility Mortgageespecifying such failure (except in the case of an emergency where no notice shall be required), or if such additional failure is of a nature to require more than thirty (30) days for remedy and continues beyond the time reasonably necessary to cure (and Landlord has not undertaken procedures to cure the failure within such thirty (30) day period as may be reasonably required and diligently pursued such efforts to correct the samecomplete such cure), Tenant may declare may, at its option, with or without further notice or demand of any kind to Landlord, and as Tenant’s sole and exclusive remedy (except as provided in this Section 18(h)), remedy such default and Landlord shall reimburse Tenant 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 actual out-of-pocket costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant for such performance within thirty (30) days from receipt by Landlord of bills and invoices, in curing detail reasonably satisfactory to Landlord, covering all labor and materials expended and used by Tenant in so performing Landlord’s obligations. “Emergency” for the samepurpose of this Section 18(h) only, together with interest thereon (means a situation which could be reasonably expected to the extent permitted by law) from the date Landlord receives cause damage to Tenant’s invoice until paidproperty or injury to persons. In the event Landlord has not reimbursed Tenant within thirty (30) days from receipt of bills and invoices as prescribed above, at the Overdue Rate. then Tenant shall have no right notify Landlord in writing of Landlord’s failure 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 timely pay 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 pay such dispute cost within ten (10) days after following Landlord’s Notice receipt of disputeTenant’s second written notice. If all or part of the such cost is not paid to Tenant within the 10-day period following Tenant’s second notice to Landlord, either subject to satisfaction of the conditions set forth herein, then Tenant may, as its sole and exclusive remedy, deduct the cost from Tenant’s Base Rent obligations hereunder (as evidenced by the bills and invoices furnished to Landlord) until the date the same is reimbursed or deducted as aforesaid. Any amounts expended by Tenant and reimbursed by Landlord or expended and deducted by Tenant pursuant to this Section 18(h) may submit be included in Expenses if, as and to the matter extent such costs would constitute an Expense if the same had been performed by Landlord. In no event shall Landlord by liable to Tenant for resolution in accordance with Article 22consequential damages.

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 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 In the event Landlord shall at any time be in default in the observance or performance or observance of any of its the terms, conditions or covenants required to be performed 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, observed by Landlord hereunder and any such default shall continue for a period of thirty (30) days after Notice thereof written notice to Landlord from Tenant to specifying such default (or, if such default is incapable of being cured in a reasonable manner within thirty (30) days, then Landlord and any applicable Facility Mortgagee, or shall have such additional period time as is reasonably necessary to cure such default provided Landlord promptly commences such cure and diligently pursues such cure to completion), then Tenant shall be entitled, in addition to all remedies otherwise available under this Lease, at law or in equity, to (i) bring suit for the collection of any amounts for which Landlord may be reasonably required to correct the samein 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, without terminating this Lease; (ii) Intentionally deleted; and/or (iii) subject to applicable notice and cure periods for the provisions Landlord, cure any such breach or default on behalf of Landlord, without terminating this Lease, in which case Landlord shall pay Tenant for all the following paragraph, invoice Landlord damages suffered by Tenant and for all the costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing such default within forty-five (45) days of written notice to Landlord of such amount, and if Landlord fails to pay and/or reimburse Tenant in full within such forty-five (45) day period, then such amounts shall accrue interest at the same, together with interest thereon (to the extent permitted by law) Default Rate from the date Landlord receives Tenant’s invoice until paidof the initial default, at the Overdue Rate. and Tenant shall have no the right to terminate deduct all amounts from Additional Rent (but not from Base Rent). Notwithstanding anything to the contrary contained in this Agreement for Lease, in the event of an emergency Tenant shall have the immediate right to cure any such breach or default by Landlord hereunder and no right, for any such default, prior 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 notice and cure periodperiod if reasonably necessary to protect the Premises, shall give Notice thereof to Tenantprevent injury or damage to persons or property or in the event of any other emergency, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall pay to Tenant all amounts expended by Tenant within forty-five (45) days of written notice to Landlord of such amount, and if Landlord fails to pay and/or reimburse Tenant in full within such forty-five (45) day period, then such amounts shall accrue interest at the Default Rate from the date of the initial default, and Tenant shall have the right to deduct all amounts from Additional Rent (but not from Base Rent). All amounts due from Landlord to Tenant hereunder shall bear interest at the Default Rate if not paid on or before the deadlines set forth herein. It is specifically understood and agreed, anything in this Lease to the contrary notwithstanding, that there shall be no obligation personal liability on Landlord (nor on Landlord’s officers, principals, agents and employees) with respect thereto until final adverse determination thereof. If to any of the covenants, conditions or provisions of this Lease; in the event of a breach or default by Landlord of any of its obligations under this Lease, Tenant and shall look solely to the equity of Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlordthe Property for the satisfaction of Tenant’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22remedies.

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 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, except as expressly provided in this 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. Landlord shall not be liable for any failure to make repairs which Landlord has undertaken to make under the provisions of this Lease unless Tenant has given notice to Landlord of the need to make such repairs, and Landlord has failed to complete such repairs within thirty (30) days after receipt of such notice, or if the nature of such repair would reasonably require more than thirty (30) days to complete, if Landlord has failed to commence performance of such repair within such thirty (30) day period or has failed to proceed with reasonable diligence to complete such repairs if any repairs are, in fact, necessary. Notwithstanding the foregoing, if any condition in the Building or Premises constitutes an imminent threat to person or property and is the Landlord’s responsibility, Landlord shall remedy such condition or cause such condition to be remedied promptly after receipt of notice thereof (whether or not from Tenant), and in the event Landlord fails to commence such repair within seventy-two hours of Tenant’s notice, Tenant may elect to take action hereunder immediately thereafter with simultaneous notice to Landlord of Tenant’s action and if Tenant reasonably believes an emergency to exist, Tenant shall endeavor to give Landlord advance notice, but if such notice is not reasonable under the circumstances, shall give notice to Landlord as soon as practicable thereafter. Landlord shall reimburse Tenant for all actual out-of-pocket costs reasonably incurred in connection with such repairs completed by Tenant hereunder (the “Repair Reimbursement”) within thirty (30) days after submission by Tenant to Landlord of a statement of such costs together with invoices and other reasonable supporting documentation. If Landlord shall default fail to make timely payment of such amounts, Tenant shall provide a second notice to Landlord, and if Landlord fails to make such payment within fifteen (15) days after such second request, Tenant may deduct such amounts from the Monthly Base Rent next due and owing under this Lease; provided that (i) in the performance or observance of event Landlord disputes any of its covenants or obligations set forth amounts claimed by Tenant, Tenant shall not be entitled to deduct the disputed amounts (but may deduct amounts not in this Agreement or any obligation of Landlord, if any, under any agreement affecting dispute) until the Leased Property, the performance of which dispute is not Tenant’s obligation pursuant to this Agreementresolved, and (ii) Tenant may not deduct more than ten percent (10%) of the Monthly Base Rent during any month; provided further that Tenant shall be entitled to interest, calculated at the Default Rate, from the date that is thirty (30) days after such default shall continue costs are incurred, until the date that Tenant is reimbursed (either directly or by an offset to Monthly Base Rent) on any amounts not paid timely by Landlord to Tenant under this Section 6.3. In the event that Tenant and Landlord do not agree on the Repair Reimbursement, Landlord and Tenant shall, 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 that Landlord receives Tenant’s invoice until paidnotifies Tenant that it disputes the Repair Reimbursement, 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 negotiate in good faith dispute the occurrence of any Landlord Default and Landlordto resolve such disagreement. If, before the expiration of the applicable cure however, after such thirty (30) days period, shall give Notice thereof Landlord and Tenant have not resolved such matter, either party may apply to Tenantthe American Arbitration Association, setting forthor any successor thereto, 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, order 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 22by arbitration.

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, Power Test 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 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 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 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. 19.4.1 Landlord shall not be in default hereunder unless it breaches any provision hereof where such breach continues for 30 days after notice from Tenant; provided that if such breach cannot reasonably be cured within such 30-day period, Landlord shall not be in default hereunder as a result of such breach if Landlord diligently commences such cure within such period, thereafter diligently pursues such cure, and completes such cure within 90 days after Tenant’s notice. 19.4.2 If Landlord shall becomes in default hereunder (as provided in Section 19.4.1) as a result of any breach by Landlord of its obligations under Section 7.1.2.A to keep in good condition and repair the roof of the Building, the exterior walls and windows of the Building, or any system of the Building for which Landlord is responsible under Section 7.1.2.A, and if such default materially and adversely affects the conduct of Tenant’s business in the Premises, then Tenant may thereafter provide Landlord with a notice (in addition to those required under Section 19.4.1 in order for Landlord to become in default) stating that if Landlord does not perform such obligation then Tenant will exercise its right to do so under this Section 19.4.2, and if Landlord does not commence performance or observance of such obligation within 10 business days after such notice and thereafter diligently pursue such performance until completion, Tenant may perform such obligation. If Tenant performs any of its covenants or obligations set forth in this Agreement or any such obligation of Landlord, if anythen (a) Tenant shall do so (i) in a first-class manner using materials of the same (or better) quality as those being repaired or replaced, (ii) using, where commercially reasonable, Landlord’s approved contractors, (iii) in compliance with all Laws, and (iv) in a manner that does not impair the Base Building; (b) if, as a result of such work, Landlord becomes required under Law to perform any agreement affecting inspection, give any notice, or cause such Tenant Work to be performed in any particular manner, Tenant shall comply with such requirement and promptly provide Landlord with reasonable documentation of such compliance; (c) Tenant shall promptly provide Landlord with copies of any governmental permits required to perform the Leased Propertywork; and (d) to the extent Landlord is responsible hereunder for the maintenance or repair of any item repaired or installed by Tenant. Tenant shall promptly make available to Landlord the benefit of any warranties received in connection therewith, If Tenant performs any such obligation of Landlord in accordance with this Section 19.4.2, then (x) Landlord shall reimburse Tenant, within 10 business days after receiving demand therefor and reasonable documentation thereof, 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 reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing so performing such obligation; and (y) if Landlord fails to provide such reimbursement within such 10-business-day period. Tenant, after 30 days’ notice to Landlord, may withhold the same, together with interest thereon (amount Landlord failed to the extent permitted by law) reimburse as required hereunder from the date Landlord receives Tenant’s invoice next due installment(s) of Rent until paidTenant is fully reimbursed. 19.4.3 Notwithstanding any contrary provision hereof, at the Overdue Rate. before exercising any remedies for a default by Landlord, Tenant shall have no right give notice and a reasonable time to terminate this Agreement for cure to 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 Security Holder 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 which 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 22has been notified.

Landlord Default. If 19.5.1 Landlord shall not 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 pursuant hereunder unless it fails to this Agreement, and any such default shall continue for a period of begin within thirty (30) days after Notice thereof notice from Tenant to Landlord and any applicable Facility MortgageeTenant, or fails to pursue with reasonable diligence thereafter, the cure of any breach by Landlord of its obligations hereunder. 19.5.2 If Landlord becomes in default hereunder (as provided in Section 19.5.1) as a result of a failure to perform any of its obligations under Sections 2.2.2, 2.2.3, 4.7, 5.2, 6.1, 7.1, 10.5 or 11, and if such additional period as may be reasonably required to correct default adversely affects the sameconduct of Tenant’s business in the Premises, then Tenant may declare the occurrence thereafter provide Landlord with a notice (in addition to those required under Section 19.5.1 in order for Landlord to become in default of a “such obligation) stating that if Landlord Default” by a second Notice to Landlord and to does not perform such Facility Mortgagee. Thereafter, obligation then 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 will exercise its right to terminate do so under this Agreement for any default by Section 19.5.2, and if Landlord hereunder and no right, for any does not begin performing 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) business days after Landlord’s Notice such notice and thereafter diligently pursue such performance until completion, Tenant may perform such obligation; provided, however, that (i) Tenant may not perform any such obligation of disputeLandlord arising under Section 10.5 unless (x) Tenant, either may submit after the matter expiration of such ten (10)-business-day period, provides Landlord with an additional notice (in addition to those required under Section 19.5.1 in order for resolution Landlord to become in default of such obligation, and in addition to the notice required above under this Section 19.5.2) stating that if Landlord does not perform such obligation then Tenant will exercise its right to do so under this Section 19.5.2, and (y) Landlord does not begin performing such obligation within ten (10) business days after such additional notice and thereafter diligently pursue such performance until completion; (ii) if Tenant performs any such obligation of Landlord requiring the performance of repairs, demolition or construction, Tenant shall do so in accordance with Article 22Section 7.3 and any applicable provisions of the Parcel II Declaration and the Project Declaration; and (iii) if, in performing any such obligation of Landlord arising under Section 10.5, Tenant procures an insurance policy, Tenant shall cause such insurance policy to provide that, upon its cancellation, its premiums shall be returned pro rata and without penalty. If Tenant performs any such obligation of Landlord in accordance with this Section 19.5.2, then (a) Landlord shall reimburse Tenant, within ten (10) business days after receiving demand therefor and reasonable documentation thereof, the reasonable out-of-pocket costs incurred by Tenant in so performing such obligation; and (b) if Landlord fails to provide such reimbursement within such ten (10) business-day period, Tenant, after 30 days’ notice to Landlord, may withhold the amount Landlord failed to reimburse as required hereunder from the next due installment(s) of Rent until Tenant is fully reimbursed. 19.5.3 Notwithstanding any contrary provision hereof, before exercising any remedies for a default by Landlord, Tenant shall give notice and a reasonable time to cure to any Security Holder of which Tenant has been notified.

Landlord Default. If Landlord shall default in fails to pay on or before the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlorddue date thereof (which due date shall, if anyunless otherwise specified herein, under any agreement affecting be the Leased Property, the performance of which date that 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 the date such invoice or statement is rendered to Landlord) any amounts due to Tenant under this Lease and shall not cure such failure within five (5) business days following Tenant’s written notice to Landlord or if Landlord fails to keep or perform any of its obligations under this Lease and any applicable Facility Mortgageeshall not cure such failure within thirty (30) days following Tenant’s written notice to Landlord except where specific shorter periods are herein specified, Landlord shall be in default under this Lease (a “Landlord Default”); provided, however, if the failure is of a nature that it cannot be cured within such shorter period or thirty (30) days, respectively, Landlord shall not be in default so long as Landlord commences the cure within such additional period and diligently pursues the cure to completion as may be soon as reasonably required to correct the same, Tenant may declare possible. Upon the occurrence of a “Landlord Default” by a second Notice to Default which default remains uncured for the period described in the preceding sentence, (i) In the event that such Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject Default relates to the provisions failure to provide any service, maintenance or repair required of Landlord under the following paragraph, invoice Landlord for costs Lease and expenses (including reasonable attorneys’ fees such default materially 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 adversely affects Tenant’s invoice until paidbusiness operations in the Premises, at the Overdue Rate. then Tenant shall have the right, but not the obligation, to remedy Landlord’s failure and charge Landlord for the reasonable out-of-pocket cost of such remedy, which charges shall be payable by Landlord. Notwithstanding the foregoing provisions, no work by Tenant shall materially interfere with the use or enjoyment of the Building by any other tenant or occupant or user of the Building. (ii) In the event such Landlord Default arises because of the failure by Landlord to pay to Tenant any allowance provided or refund due to Tenant pursuant to this Lease, or because of failure in the reimbursement of expenses under Section 18(c)(i) above, Tenant shall have the right to terminate this Agreement for any default by Landlord hereunder and no rightdeduct such costs from Monthly Rental next accruing hereunder; provided, for however, that any such defaultdeduction shall not, in the aggregate, be more than twenty percent (20%) of the total Monthly Rental then due hereunder during such month. (iii) Tenant shall be entitled to exercise any other right or remedy available to Tenant under law or equity, except for self-help or set-off; the limits of which are described in subparagraphs (i) and (ii) above. Notwithstanding anything to the contrary contained in this Section, in the event Landlord disagrees with Tenant as to (x) whether Landlord is in default hereunder, or (y) whether Tenant has the right 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 LandlordMonthly Rental, 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 then Landlord shall have no obligation with respect thereto until final adverse determination thereof. If the right to suspend the further exercise of any rights of Tenant under this paragraph by notifying Tenant in writing of the dispute and that Landlord has initiated an expedited arbitration proceeding before the American Arbitration Association pursuant to its expedited procedures; provided, however, the foregoing right of Landlord shall failnot apply to suspend the exercise of Tenant’s self help right as provided in subsection (i) above. In such event, in good faith, Landlord and Tenant agree to resolve any pursue the arbitration of such dispute within ten (10) days after Landlordand the results of which shall be binding upon both Landlord and Tenant. Tenant hereby agrees to indemnify, defend and hold Landlord harmless from and against any cost, expenses, liability, claim, cause of action or other obligation or liability of Landlord or its agents arising out of or relating to Tenant’s Notice improper exercise of dispute, either may submit the matter for resolution Tenant’s self-help rights set forth in accordance with Article 22this paragraph.

Landlord Default. If Landlord shall default in the performance fail to keep or observance of perform any of its covenants or obligations set forth under this Lease, which failure on Landlord's part continues for fifteen (15) business days after Landlord's receipt of a written notice from Tenant specifying the failure (or, in this Agreement or the case of any obligation of Landlordsuch failure which cannot with due diligence be cured within fifteen (15) business days, within such additional period, 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 by Landlord to correct cure such failure with due diligence provided Landlord commences such cure within the sameinitial fifteen (15) business day period and thereafter diligently pursues same to completion), and without waiving or releasing Landlord from any obligation or limiting any other remedy available to Tenant at law or in equity by virtue of such uncured default, Tenant may declare shall have the occurrence of a “Landlord Default” right (but not the obligation) to make such payment or perform such obligation and all sums so paid by a second Notice to Landlord Tenant 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 necessary and incidental costs and expenses (expenses, including reasonable attorneys’ attorney's fees and court costs) paid to independent legal counsel, incurred by Tenant in curing the samemaking such payment or performing such obligation, together with interest thereon (to at the extent permitted by law) Interest Rate from the date of payment, shall be paid by Landlord receives Tenant’s invoice until paidto Tenant on demand, at the Overdue Rate. and if not so paid by Landlord, Tenant shall have no the right to terminate pursue any legal remedies available to it to collect payment. Except as specifically provided in this Agreement for any default by Landlord hereunder and Lease to the contrary, in no right, for any such default, event shall Tenant be entitled to offset or counterclaim any sums due and owing from Landlord to Tenant against any Rent or other charges due hereunderAdditional Rent thereafter payable under this Lease. If Landlord This Section 22.7 shall in good faith dispute the occurrence not modify any rights or remedies of Tenant expressly established under Section 12.1 or 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 other provisions of dispute, either may submit the matter for resolution in accordance with Article 22this Lease.

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 Xxxxxxxx’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 Xxxxxx’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 Xxxxxx’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, Xxxxxx’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 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 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 Landlord shall default in the performance fail to perform or observance of observe (a) any of its covenants covenant or obligations set forth in this Agreement obligation required to be performed by Landlord hereunder or (b) any obligation of Landlord, if any, under any agreement affecting the Leased PropertyThird Party Lease, any Power Test Lease, the Leemilt’s Lease, the Gettymart Lease or Fee Mortgage the performance or observance of which is not Tenant’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 the occurrence of a “Landlord Default” by a second Notice shall be deemed to have occurred hereunder. Upon the occurrence of any such Landlord and Default, Tenant shall have the right, but not the obligation, to 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 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 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 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 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 the option to pursue any one or more of the following remedies: (i) In the case of a Landlord Monetary Default hereunder, Tenant shall have the right to set-off against and deduct from the Base Rent next due under this Lease the amount of any payment due Tenant hereunder, including Default Interest accrued thereon as provided in Section 2D(2). (ii) In the case of a Landlord Non-Monetary Default hereunder, Tenant may perform such obligation which Landlord has failed to perform, and the actual, reasonable amount of the cost and expense reasonably incurred by Tenant to perform such obligation shall be paid by Landlord to Tenant. Tenant shall provide Landlord with copies of the invoice or other written evidence of the costs and expenses incurred by Tenant for which Tenant claims reimbursement. If Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant fail to pay such costs and Landlord shall fail, in good faith, to resolve any such dispute expenses within ten thirty (1030) days after written demand therefor, Tenant shall have the right to deduct the amount due by Landlord to Tenant hereunder as an offset from Base Rent next due hereunder, including Default Interest accrued thereon as provided in Section 2D(2). (iii) Pursuit by Tenant of any of the foregoing remedies shall not preclude pursuit of any other remedy herein provided or any other remedy provided by law or at equity, except for the remedies of self-help and set-off (the procedures for which are limited as described in clauses (i) and (ii) above) and except that Tenant may not terminate this Lease unless such right is otherwise expressly set forth in this Lease. The remedies set forth in clauses (i) and (ii) above are in addition to and cumulative with the termination or rental abatement rights of Tenant expressly and specifically set forth elsewhere in this Lease. Any termination or rental abatement rights of Tenant expressly and specifically set forth elsewhere in this Lease may be exercised independently of any rights or remedies set forth in this Section 20 above. In no event shall the cure periods set forth in this Section 20 above extend the time periods set forth in this Lease with respect to the termination or rental abatement rights of Tenant expressly and specifically set forth elsewhere in this Lease. (c) In the event a default by Landlord is cured by a third party, including, without limitation, any mortgagee of Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22such cure shall be deemed to be a cure by Landlord.

Landlord Default. If For purposes hereof, a Landlord shall default in the performance or observance of exists: (a) if Landlord fails to perform any of its covenants or obligations set forth in 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 receiving notice from Tenant specifying the nature and extent of such failure; provided, however, if Landlord commenced to cure such default within such thirty (30) day period and the obligation is not reasonably curable within such thirty (30) day period, the time for cure will be extended so long as Landlord continues to use reasonable efforts to effect a cure and any applicable Facility Mortgageediligently pursues the same until completion; (b) if Landlord shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition or readjustment, or similar relief for itself under any present or future federal, state or other statute, law or regulation, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of itself or of all or any substantial part of its or of the property, or shall take any general assignment for the benefit of creditors or shall admit in writing its inability to pay debts generally as they become due; or (c) if a petition shall be filed against Landlord seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal, state or other statute, law or regulation, and shall remain undismissed or unstayed for a period of sixty (60) days, or if in connection with any such additional event any trustee, receiver or liquidator of Tenant, or of all or any substantial part of any of its property, shall be appointed without its consent or acquiescence and such appointment shall remain unvacated or unstayed for a period as may be reasonably required of sixty (60) days. If a Landlord default has occurred, then, in addition to correct the sameall rights, powers or remedies permitted by law or in equity, Tenant may declare the occurrence of a “xxx for specific performance or for damages. Landlord Default” by a second Notice is liable for, and shall pay to Landlord and to such Facility Mortgagee. ThereafterTenant within thirty (30) days after receiving Tenant's invoice, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including all reasonable attorneys’ ' fees and court costs) other costs incurred by Tenant as a result of a Landlord default; provided that in curing the same, together with interest thereon (no event shall Landlord be obligated to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. compensate Tenant shall have no right to terminate this Agreement for any default speculative or consequential damages caused by Landlord hereunder and no right, for any such default, Landlord's failure 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 22perform its obligations under 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), 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 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 (A) In the event that Landlord shall default in the performance or observance of any of its covenants the terms, conditions or obligations set forth agreements in this Agreement Lease, Tenant shall give written notice thereof to Landlord and any Mortgagee of which Tenant has been made aware in writing. Landlord shall be deemed to be in default ("Landlord Default") of this Lease if Landlord or any obligation of such Mortgagee fails to perform any act to be performed by Landlord hereunder or to comply with any condition or to comply with any condition or covenant contained herein on Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant 's part to this Agreement, be performed and any such default shall continue failure continues for a period of more than thirty (30) days after Notice Landlord receives written notice thereof from Tenant (or if such failure involves a hazardous or dangerous condition and is not cured by Landlord immediately upon written notice to Landlord), unless such failure by its nature cannot reasonably be cured within said thirty (30) day period (or immediately in the event of an emergency as aforesaid), in which event, provided Landlord commences to cure such failure within such thirty (30) day period (or immediately in the event of an emergency as aforesaid) and any applicable Facility Mortgageethereafter diligently and continuously proceeds to cure such failure, or Landlord shall have such additional period time as may be is reasonably required necessary to correct the samecure such failure. If a Landlord Default under this Lease occurs, Tenant may declare may: (i) pursue the occurrence remedy of injunctive relief, including specific performance; (ii) sxx Landlord for damages (expressly excluding consequential or punitive damages) suffered by Tenant as a “result of the Landlord Default” by a second Notice to Landlord ; or (iii) in certain circumstances and to such Facility Mortgagee. Thereafterin accordance with the terms and conditions set forth in Section 40(B) below, Tenant may forthwith cure the same and, subject to the provisions Landlord Default and seek expedited recovery of the following paragraph, invoice Landlord for all costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in effecting such cure. (B) If Landlord defaults in the performance of any of its obligations under this Lease and such default remains uncured beyond the time periods set forth in Section 40(A) above, Tenant may cure such default if, and only if, all of the following conditions exist ("Self Help Conditions"): (1) Landlord has failed to cure the Landlord default within the applicable notice and cure periods set forth above; (2) prior to curing the samedefault, together Tenant provides Landlord with interest thereon advance written notice (or oral notice in the event of an emergency) of the fact that Tenant intends to cure the default on Landlord's behalf; (3) if there is a mortgage on the Building, Tenant has complied with the terms of any subordination, non-disturbance and attornment agreement (or similar agreement) between Tenant and such mortgagee; (4) the action required to cure the default does not require Tenant to have access to the extent permitted by lawpremises of any other tenant or occupant of the Building; and (5) from the date action required to cure the default does not involve the performance of work with respect to any of the following: (i) the structural integrity of the Building; or (ii) the heating, ventilating or air-conditioning systems of the Building; or (iii) the main (as opposed to lines, ducts and distribution channels located within the Leased Premises) electrical, exhaust, mechanical, plumbing, life safety, telecommunications, or security systems of the Building; or (iv) the Escalators or Tenant's Dedicated Elevator; or (v) the Ornamental Surfaces of the Grand Banking Hall. If any Landlord receives Tenant’s invoice until paidDefault occurs and the Self Help Conditions set forth in (1) through (5) above do not exist, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for perform any curative work. In attempting to cure any default by Landlord, Tenant shall use commercially reasonable efforts to pursue the least expensive commercially reasonable course of action that can reasonably be expected to cure the default in question and, to the extent reasonably apparent to Tenant at such time, shall perform only so much work as is reasonably necessary to cure the default. Tenant, in accordance with Tenant's indemnification obligations under this Lease, shall indemnify, defend and hold harmless Landlord hereunder and no right, the Landlord Parties for any and all direct, out-of-pocket and reasonable liabilities, obligations, damages, penalties, claims, actions, charges and expenses arising from Tenant's negligence or willful misconduct in connection with the performance of such defaultwork, including any claims requiring defense by Landlord of tenants or occupants of the Building that are adversely affected by Tenant's performance of such work. Upon completion of the curative work by Tenant, Tenant shall submit to offset Landlord all invoices, receipts and other documentation evidencing the costs and expenses incurred by Tenant in curing such Landlord Default ("Cure Costs"). Within fifteen (15) days after Landlord's receipt of such documentation, Landlord shall elect to either: (i) reimburse Tenant for all Cure Costs; or counterclaim against any Rent or other charges due hereunder(ii) deliver written notice to Tenant (the "Disapproval Notice") objecting to such Cure Costs and stating the specific reason(s) for such objection (i.e. the documentation does not support the amount of the Cure Costs, the Self Help Conditions did not exist, the default cured by Tenant was not a Landlord Default under this Lease) (collectively, the "Disapproved Conditions"). If Landlord shall in good faith dispute delivers the occurrence of any Disapproval Notice and Landlord Default and Landlord, before Tenant are unable to agree on the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detailDisapproved Conditions within five (5) business days thereafter, the basis thereformatter shall be submitted to expedited arbitration in accordance with Article 41 set forth below. If Landlord neither completes item (i) nor item (ii) within such fifteen (15) day period as set forth above, 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 failelected item (ii), and, in good faithsuch event, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution shall be submitted to expedited binding arbitration in accordance with Article 2241 of this Lease. The arbitrator's determination shall be final and binding on the parties and the non-prevailing party shall pay for all costs and expenses associated with such arbitration.

Landlord Default. If In the event that Landlord shall default in the performance breaches any covenant, condition or observance provision of any of its covenants this Lease, or obligations set forth in this Agreement or fails to perform any obligation of LandlordLandlord required under this Lease, if anyor becomes insolvent, under files or has filed against it any agreement affecting the Leased Propertyaction in bankruptcy, the performance of which is not Tenant’s obligation pursuant as a receiver appointed for its assets or otherwise becomes embarrassed or assigns its assets to this Agreementcreditors, and any such default shall continue for a period of breach, failure or condition is not cured within thirty (30) days after Notice written notice thereof from Tenant to Landlord and any applicable Facility Mortgagee(except in the case of emergency in which event no notice shall be necessary), or such additional longer period as may be reasonably required to correct reasonable under the samecircumstances so long as Landlord commences such cure within such thirty (30) day period and is thereafter diligently pursuing such cure, but in no event more than ninety (90) days, then in any such event Landlord shall be deemed in default of this Lease. Upon Landlord’s 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 to the provisions of the following paragraph, invoice Landlord for costs and expenses either (including reasonable attorneys’ fees and court costsi) 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 rightLease upon the condition described hereinafter or (ii) cure such breach, failure or condition, for any such defaultthe account of Landlord, to offset or counterclaim against any Rent or other charges due hereunder. If and thereafter Landlord shall in good faith dispute reimburse Tenant the occurrence cost of any Landlord Default and Landlord, before the expiration of the applicable such 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 presentment of an invoice therefor. If Landlord fails to reimburse Tenant as provided herein, then in such event Tenant may offset rent and other charges due hereunder to Landlord until Tenant is reimbursed for its expenditure in full. In the event of an emergency, such as by way of example, a hole in the roof which interferes with Tenant’s business operations, Tenant may immediately cure such condition and thereafter seek reimbursement from Landlord and, failing reimbursement from Landlord, thereafter offset the cost of such cure against rent and other charges due hereunder. Not withstanding the foregoing, Tenant may only terminate this Lease in the event that the cost of curing Landlord’s Notice default exceeds the rent due (excluding additional rent) over the remainder of dispute, either may submit the matter for resolution in accordance with Article 22then current term.

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 A “Landlord Default” shall occur hereunder in the event Landlord shall default in the performance breach or observance fail to perform any term, condition or covenant 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 AgreementLease, and any such default failure shall continue for a period of not be cured within thirty (30) days after Notice written notice thereof from Tenant Tenant. Notwithstanding the foregoing, in the event any such failure creates an Unsafe Condition (as such term is defined below), the foregoing thirty (30) day notice and cure period shall automatically be decreased to forty eight (48) hours. Except in connection with an Unsafe Condition, if Landlord’s breach or failure is of a nature that it is not reasonably susceptible of being cured within a thirty (30) day period, Landlord shall have a commercially reasonable time to cure such failure prior to a Landlord Default occurring hereunder, so long as it commences good faith efforts to cure such failure within such thirty (30) day period and any applicable Facility Mortgageethereafter in good faith and with due diligence prosecutes such cure to completion. As used herein, the term “Unsafe Condition” shall mean a condition which may create an imminent risk of (i) material damage or destruction of property, or such additional period (ii) personal injury. In the event of a Landlord Default, as may be reasonably required to correct the samedescribed above, Tenant may declare shall have the occurrence of a “right to pursue any remedies available to Tenant at law or in equity. Notwithstanding the foregoing, if the Landlord Default” by a second Notice to Landlord Default involves Landlord’s non-structural repair and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject maintenance obligations to the provisions Leased Premises as expressly stated in this Lease and such Landlord Default unreasonably and materially interferes with Tenant’s ability to conduct its normal business operations at the Leased Premises or creates an Unsafe Condition, then Tenant, shall have the right, but not the obligation, to perform the nonstructural repair or maintenance obligation to the Leased Premises which Landlord failed to perform, provided Tenant provides Landlord with additional written notice at least two (2) days prior to performing such repair or maintenance obligation. The full amount of the following paragraph, invoice Landlord for reasonable costs and expenses (including reasonable attorneys’ fees and court costs) so incurred by Tenant in curing (the same, together with interest thereon (to the extent permitted by law“Reimbursable Costs”) 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 paid 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 thirty (1030) days after Landlord’s Notice written demand therefor (provided that such written demand is accompanied by reasonable documented evidence of dispute, either may submit the matter for resolution in accordance with Article 22Reimbursable Costs).

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 shall be in default in under this Lease if Landlord has not commenced and pursued with reasonable diligence the performance or observance cure of any failure of Landlord to meet its covenants or obligations set forth in 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 of the receipt by Landlord of written notice from Tenant of the alleged failure to perform. Notwithstanding anything in this Lease to the contrary, Landlord and shall never be liable to Tenant in the event of a default by Landlord or otherwise under any applicable Facility Mortgageeprovision of this Lease for any loss of business or profits or other direct, special, incidental, indirect or consequential damages or for punitive or special damages of any kind. None of Landlord's officers, employees, agents, directors, shareholders, or such additional period as may be reasonably required partners shall ever have any personal liability 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 under or in curing the same, together connection with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Ratethis Lease. Tenant shall have look solely to Landlord's estate and interest in the Premises for the satisfaction of any right or remedy of Tenant under this Lease, or for the collection of any judgment (or other judicial process) requiring the payment of money by Landlord, and no right other property or assets of Landlord or its principals shall be subject to levy, execution, or other enforcement procedure for the satisfaction of Tenant's rights or remedies under this Lease, the relationship of Landlord and Tenant under this Lease, Tenant's use and occupancy of the Premises, or any other liability of Landlord to Tenant of whatever kind or nature. Except as specifically provided in this Lease, Tenant expressly, knowingly, and voluntarily waives any right, claim, or remedy otherwise available to Tenant to terminate or rescind this Agreement for Lease as a result of Landlord's default as to any default by Landlord hereunder and no right, for any such default, to offset covenant or counterclaim against any Rent agreement contained in this Lease or other charges due hereunder. If Landlord shall in good faith dispute as a result of the occurrence breach of any Landlord Default and promise or inducement allegedly made on behalf of Landlord, before the expiration whether in this Lease or elsewhere. No act or omission of the applicable cure period, Landlord or its agents shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and constitute an actual or constructive eviction of Tenant unless Landlord shall have first received written notice of Tenant's claim and shall have failed to cure it after having been afforded a reasonable time to do so, which in no obligation with respect thereto until final adverse determination thereofevent shall be less than thirty (30) days. If Landlord Initials _____ 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.Initials _____

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 or Lease, Landlord shall be in default under this Lease only if Landlord fails to perform any obligation of Landlord, if any, under any agreement affecting its obligations hereunder following the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, Lease Commencement Date 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 specifying such failure; however, if such failure cannot reasonably be cured within such 30-day period, but Landlord commences to cure such failure within such 30-day period and any applicable Facility Mortgageethereafter diligently pursues the curing thereof to completion, then Landlord shall not be in default hereunder 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 Mortgageeliable for damages therefor. Thereafter, Tenant may forthwith cure the same and, subject to Except where the provisions of the following paragraphthis Lease grant Tenant an express, invoice exclusive remedy, or expressly deny Tenant a remedy, Tenant's exclusive remedy for Landlord's default under this Lease shall be limited to Tenant's actual direct, but not consequential, damages caused by such default; in each case, Landlord's liability or obligations with respect to any such remedy shall be limited as provided in Section 29.13 below. All obligations of Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the sameunder this Lease shall be construed as covenants, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Ratenot conditions. Tenant shall have no hereby waives the benefit of any laws granting it the right to perform Landlord's obligations or the right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset Lease or counterclaim against any withhold Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence on account of any Landlord Default and Landlord, before default. Without limiting the expiration generality of the applicable cure periodforegoing, shall give Notice thereof Tenant hereby waives and agrees not to pursue or claim any excuse or offset to Tenant's obligations under this Lease based on the doctrines of impossibility, setting forthimpracticality, in reasonable detailfrustration of contract, the basis thereforfrustration of purpose, 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 22or other similar legal principals.

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 perform: provided, however, that if the failure cannot reasonably be cured within such thirty (30) day period, Landlord shall not be in default if Landlord commences to cure the failure within such thirty (30) day period and thereafter diligently and in good faith proceeds to cure the failure until completion. Upon any applicable Facility Mortgageesuch default by Landlord under this Lease, and except as otherwise specifically provided in this Lease to the contrary, if the repair, replacement or other action required to be taken to cure such Landlord default does not adversely affect the structure of the Building and does not adversely affect the mechanical, electrical, plumbing or other base building systems (or, if such systems are adversely affected, they serve only the Premises), then upon written notice to Landlord, Tenant shall have the right to effect such repair or replacement, or pursue such additional period other action as may reasonably be reasonably required necessary in order 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 andcondition, subject to Tenant’s strict compliance with any and all Governmental Requirements and in accordance with the provisions requirements governing work by Xxxxxx’s contractors as set forth in Exhibit “F”, and otherwise in accordance with the terms and conditions of this Lease. Landlord shall reimburse Tenant for all of the following paragraph, invoice Landlord for reasonable costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together connection 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 foregoing remedial activities within ten thirty (1030) days after Landlord’s Notice receipt of disputeTenant’s written demand therefor, either may submit together with reasonably detailed documentation supporting Xxxxxx’s claim for payment with respect to the matter expenses incurred (and paid) by Xxxxxx. If Landlord refuses or fails to repay such amount within the thirty (30)-day time period provided above, Xxxxxx’s sole remedy will be an action for resolution in accordance with Article 22damages against Landlord, it being agreed that Tenant has no offset rights against rent for any amounts reimbursable to Tenant under this Section. In no event shall Landlord be liable for any consequential or punitive damages.

Landlord Default. If Landlord Any one or more of the following events shall default in the performance or observance of constitute a “LANDLORD Default”: (i) The failure to perform any of its covenants or obligations set forth in 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 failure continues 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 paidTENANT gives written notice thereof to LANDLORD (unless another time period is specified for a particular default under this Agreement ); provided, at however, that in the Overdue Rate. Tenant event that more than thirty (30) days are required in order to cure any non-monetary LANDLORD Default, LANDLORD shall have no a reasonable period of time to cure such a default if LANDLORD shall have commenced and is diligently pursuing corrective action within such initial thirty (30) days; or (ii) The prosecution of any case, proceeding or other action under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or relief of indebtedness with respect to LANDLORD. (iii) In the event of a LANDLORD Default, TENANT shall have all remedies available at law or in equity including without limitation damages and injunctive relief, including without limitation: (1) In addition to such remedies or any remedies available under this Agreement, TENANT may terminate the Agreement. If Monthly Rental has commenced, TENANT shall (subject to any right of set-off) pay LANDLORD any Monthly Rental or fees due for the period up to terminate the termination of the Agreement but shall not owe Monthly Rental for any subsequent period, provided however, that TENANT has removed the Approved Equipment. Any advance payments made for periods after the termination of the Agreement will be reimbursed to TENANT. (2) In the event LANDLORD fails to cure a default under a Prime Lease within the time frame provided under the Prime Lease, in addition to any other rights or remedies, TENANT may cure such default. Notwithstanding any other provision in this Agreement, TENANT may then set off against Base Rent next coming due under the Agreement all reasonable costs of curing such default. (3) In addition to any other rights and remedies that TENANT may have, if LANDLORD in violation of this Agreement for fails to make any default repairs to the Property within the time frame required by Landlord hereunder any governmental authority, or after thirty (30) days’ written notice by TENANT, then TENANT may reasonably make the repairs at LANDLORD’s sole cost. LANDLORD shall pay the costs thereof to TENANT upon receipt of an invoice and no right, for any reasonably sufficient documentation of such default, to offset or counterclaim against any Rent or other charges due hereundercosts. 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 LANDLORD does not make payment 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 TENANT within ten (10) business days after Landlordsuch demand, TENANT shall have the right to deduct the costs of the repairs from the succeeding Base Rent amounts under the Agreement. TENANT’s Notice right to repair the Property is granted solely to protect TENANT’s interests and property. TENANT shall have no duty to undertake repairs. The undertaking of dispute, either may submit repairs will not create a duty to protect the matter for resolution in accordance with Article 22interests of LANDLORD or to third parties.

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 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 no rightcontinues to prosecute diligently the curing thereof. Tenant agrees to give any Mortgagee, for by registered or certified mail, a copy of any Notice of Default served upon the Landlord, provided that prior to such defaultnotice Tenant has been notified in writing (by way of Notice of Assignment of Rents and Leases, to offset or counterclaim against any Rent or other charges due hereunderotherwise) of the address of such Mortgagee. If Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in good faith dispute this Lease, then the occurrence Mortgagee shall have an additional thirty (30) days (provided that Tenant notifies Mortgagee concurrently with Tenant’s notice to Landlord at 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, 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 such default (including, but not limited to, commencement of foreclosure proceedings, if necessary to effect such cure). DRAFT (b) If any default hereunder by Landlord Default and Landlord, before the expiration of is not cured within the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default ’s exclusive remedies shall be deemed an action for specific performance or action for actual damages. Any other provision of this Lease to have occurred and the contrary notwithstanding, however, Landlord shall have no obligation with respect thereto until final adverse determination thereofnot be liable to Tenant for any loss of profits, loss of business or other consequential damages of any kind. If Tenant and TENANT HEREBY WAIVES THE BENEFIT OF ANY LAWS GRANTING IT (I) THE RIGHT TO PERFORM LANDLORD’S OBLIGATION, OR (II) THE RIGHT TO TERMINATE THIS LEASE OR WITHHOLD RENT ON ACCOUNT OF ANY LANDLORD DEFAULT. TENANT HEREBY FURTHER AGREES TO LOOK SOLELY TO LANDLORD’S INTEREST IN THE PROJECT FOR THE RECOVERY OF ANY JUDGMENT FROM LANDLORD. Landlord, or if Landlord is a partnership, its partners whether general or limited, or if Landlord is a corporation, its directors, officers or shareholders, or if Landlord is a limited liability company, its members or managers, shall fail, in good faith, to resolve never be personally liable for any such dispute within ten judgment. Any lien obtained to enforce such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (10) days excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that shall have been created or recorded in the Official Records of Sacramento County, California after Landlord’s Notice the date of dispute, either may submit the matter for resolution in accordance with Article 22judgment giving rise to such lien.

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 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 any such default Landlord shall continue for a period of have thirty (30) days after Notice thereof from 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 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 that continues following the giving of the foregoing notice and no right, for any such default, expiration of the foregoing cure period shall be hereinafter referred to offset or counterclaim against any Rent or other charges due hereunderas a "Landlord Default"). If Landlord shall in good faith dispute In the occurrence event of any Landlord Default and, except as set forth hereinbelow, Tenant's exclusive remedy shall be (i) the right to bring an action for actual damages and consequential damages (as limited pursuant to this section ------- 10.7), (ii) the limited right under Article 6 to designate a new Site ----- --------- Manager; (iii) the limited self help rights specifically articulated in section 10.7 hereof; (iv) Tenant's rights under Article 15; (v) Tenant's ------------ ---------- limited set off rights as set forth in this section 10.7; and (vi) the right ------------ to bring an action for injunctive relief and Tenant shall not, and hereby waives any right to, terminate this Lease or xxxxx or set off against rent (except as permitted herein). In order for Tenant to recover consequential damages against Landlord, before the act or omission giving rise to such consequential damage claim must have been committed by Landlord in bad faith through willful misconduct. Absent a finding of such bad faith and willful misconduct on Landlord's part, Tenant waives any claim to consequential damages. In the event of Landlord Default related to its obligations set forth in Article 6 hereof, and such default is not cured within thirty (30) --------- days (or such longer period of time if reasonably required to cure such default if Landlord is diligently prosecuting such cure) after notice is delivered by Tenant to Landlord of such default (which such notice shall reference this self help right), Tenant may elect to cure the applicable Landlord Default and Landlord shall pay the reasonable, third party costs thereof, including interest thereon from the date of expenditure at the prime rate, as published by The Wall Street Journal plus three percent (3%) ----------------------- or the highest legal rate, if less, but Tenant may not xxxxx or set off such amounts from rent due hereunder unless and until either (i) Landlord acknowledges that it owes the amount claimed by Tenant in writing or (ii) Tenant has obtained a final, non-appealable award from an arbitrator, if the parties have submitted to binding arbitration, confirming that Landlord owes such amount to Tenant, at which time Tenant may set off the reasonable, third party costs of curing Landlord's default ("Tenant's Self Help Costs") each month against only fifty percent (50%) of monthly Base Rent until paid, or if the time remaining in the term, as it may be extended by Tenant, is such that Tenant cannot fully recover such amount from fifty percent (50%) of Base Rent, then against all Base Rent until paid. Tenant may cure any defaults by Landlord under Article 6 prior to the expiration of the --------- applicable cure periodperiod set forth above if Tenant reasonably deems the situation to be an emergency (meaning an immediate threat to persons or substantial property) but Landlord shall not be obligated to reimburse Tenant for the cost thereof and Tenant may not set off or xxxxx the cost thereof against rent unless: (i) the costs incurred were commercially reasonable; (ii) Tenant notified Landlord through the Site Manager of such emergency in a manner reasonable under the circumstances (in writing if reasonably possible), and, if reasonable under the circumstances, a reasonable opportunity to cure the same; and (iii) Tenant limits its cure actions and the cost thereof to those actions required to eliminate the emergency, as opposed to completely curing the default if such emergency can be eliminated without such complete cure. In addition, Tenant shall have the right until such time as Landlord delivers to Tenant a Set Off Limitation Letter, as defined below, to set off each month against only fifty percent (50%) of monthly Base Rent until paid, or if the time remaining in the term, as it may be extended by Tenant, is such that Tenant cannot fully recover such amount from fifty percent (50%) of Base Rent, then against all Base Rent until paid, any amount which either (i) Landlord acknowledges that it owes to Tenant in writing or (ii) is awarded to Tenant by an arbitrator in a final, non-appealable award, if the parties have submitted to binding arbitration, less any amounts awarded to or otherwise owed to Landlord by Tenant. If Landlord ever attempts to sell or finance the Property (either through conventional deed of trust financing, sale/leaseback, or any other type of loan or financing where the Property is used in any manner to secure the loan), and the lender, landlord, buyer or other party to such transaction requests in writing that Landlord amend Tenant's set off rights herein or indicates in writing that such set off rights are a material impediment to such transaction, Landlord may send a letter ("Set Off Limitation Letter") to Tenant eliminating Tenant's rights to set off from Base Rent any amount other than Tenant's Self Help Costs at which time Tenant's rights to set off from Base Rent any amount other than Tenant's Self Help Costs shall automatically terminate and be of no further force or effect without any further act of Tenant notwithstanding that section 15.7 ------------ hereof would otherwise require Tenant to execute a written document to amend this Lease. Tenant shall within thirty (30) days of written request from Landlord or any potential buyer or lender (or sale leaseback landlord) execute and deliver an estoppel letter which may be relied upon by Landlord and any potential buyer or lender (or sale leaseback landlord) confirming receipt of the Set Off Limitation Letter and the termination of all set off rights other than Tenant's limited right to set off Tenant's Self Help Costs as allowed hereinabove. The failure of Tenant to deliver such estoppel certificate within such time period shall be a material default. Notwithstanding any other provision of this Lease, Tenant's right to recover an award for damages, whether actual or consequential, shall give Notice thereof be limited to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default and 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 not exceed Two Hundred Million Dollars (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22$200,000,000.00).

Landlord Default. (a) If Landlord defaults in the observance or performance of any term or covenant required to be performed by it under this Lease, Tenant, after not less than thirty (30) days notice to Landlord (unless such default results in an imminent risk of harm to persons or property, in which event no such notice shall be required): (i) may, but shall not be obligated to, remedy such default and in connection therewith may pay expenses and employ counsel, provided that Tenant shall have the right to remedy such default without notice In the event of an emergency, All sums expended or obligations incurred by Tenant in connection therewith (including but not limited to reasonable attorney's fees) shall be paid by Landlord to Tenant upon ten (10) days demand, and if Landlord falls to reimburse Tenant, Tenant may, in addition to any other right or remedy that Tenant may have, deduct such amount from subsequent installments of Basic Rent or Additional Rent which from time to time thereafter become due to Landlord, (ii) may elect to terminate this Lease (in the event Landlord's default results in a material interference of Tenant's business operation) upon giving, at least thirty (30) days notice to Landlord of its intention so to dot in which event this Lease shall terminate upon the date fixed in such notice, unless Landlord shall have meanwhile cured such default (or, if such default is not susceptible of cure within such thirty (30) day period, Landlord has provided Tenant with adequate assurance that such cure will be accomplished promptly, has in fact commenced such cure and thereafter diligently pursues such cure to completion). (iii) may commence an action in the Superior Court of New Jersey seeking to compel Landlord to perform its obligations hereunder. (b) Tenant may exercise any of the foregoing remedies singly or concurrently and without prejudice to the future exercise of any remaining available remedies. (c) Anything in this Lease to the contrary notwithstanding, Tenant agrees that it will not terminate this Lease or withhold any rentals due hereunder because of Landlord's default in performance hereof until the performance or observance Tenant has first given written notice to the holders of any existing mortgages or installment sale agreements covering the Building of its covenants or obligations set forth whose respective interests in this Agreement the Leased Premises Tenant first has been advised in writing (which as of the date hereof are identified on Schedule E, which shall be amended by Landlord when appropriate from time to time by written notice to Tenant) specifying the nature of the default by Landlord and allowing Landlord and such holders, or any obligation of Landlordthem, 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 the date of such notice to Landlord and any applicable Facility Mortgagee, or cure such additional period as may default. If circumstances are such that such default cannot reasonably be reasonably required to correct the samecured within that thirty (30) day period, Tenant may declare shall allow a reasonable period of time to complete such cure provided that such parties commence such cure within the occurrence of a “Landlord Default” by a second Notice original thirty (30) day period and diligently pursue such cure to Landlord and to such Facility Mortgageecompletion. 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 2219.

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 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 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 hereunder. If Landlord shall except as expressly provided elsewhere 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 22this Lease.

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 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 the same, Tenant may declare the occurrence such default if within such thirty (30) day period Landlord shall commence cure of a such default and thereafter pursue correction thereof then such failure shall constitute an “Landlord Default” by a second Notice hereunder. The foregoing notice and cure periods shall not be applicable to specific Lease provisions that provide Tenant with specific rights for Landlord and to such Facility MortgageeDefaults. ThereafterNotwithstanding the foregoing, if in Tenant’s reasonable judgment, an emergency shall exist, Tenant may forthwith cure such default with only reasonable (under the same andcircumstances) notice to Landlord being required. Upon the occurrence and continuance of an Landlord Default, subject Tenant may, at its option and without any obligation to do so, elect to terminate and cancel this Lease, withhold payment or performance under the provisions of Lease until such time as such Landlord Default is cured, cure such Landlord Default and set off against 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 Landlord shall default in Notwithstanding anything to the performance or observance of any of its covenants or obligations contrary set forth in this Agreement or any obligation of LandlordLease, if any, under any agreement affecting the Leased Property, Landlord shall be in Default in the performance of which is not Tenant’s any obligation required to be performed by Landlord pursuant to this AgreementLease if Landlord fails to perform such obligation within 30 days after 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 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 30 day period and thereafter diligently pursue the same to completion; provided, further, however, if Landlord’s failure to perform an obligation results in a failure of essential services to the Premises or Building, the terms of Section 7.03 shall apply and Landlord shall use commercially reasonable efforts to satisfy such obligation as soon as thereafter as reasonably practicable. Upon any such Default by Landlord under this Lease, Tenant may, except as otherwise specifically provided in this Lease to the contrary, exercise any of its rights provided at law or in equity. No right or remedy herein conferred upon or reserved to Tenant is intended to be exclusive of any other right or remedy, and each and every right and remedy shall be cumulative and in addition to any such default shall continue for a period of thirty (30) days after Notice thereof from Tenant other right or remedy given hereunder or now or hereafter existing by agreement, applicable law or in equity. In addition to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the sameother remedies provided in this Lease, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereaftershall be entitled, 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 applicable 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 injunctive relief, or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence to a decree compelling performance of any Landlord Default and Landlord, before the expiration of the applicable cure periodcovenants, shall give Notice thereof agreements, conditions or provisions of this Lease, or to Tenant, setting forth, any other remedy allowed to Tenant at law or in reasonable detail, equity. Forbearance by Tenant to enforce one or more of the basis therefor, no Landlord remedies herein provided upon an event of Default shall not be deemed or construed 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 constitute a waiver of 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 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. 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 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 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 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 Notwithstanding anything to the contrary contained in the Lease, Landlord shall in no event be in default in the performance or observance of any of Landlord’s obligations under this Lease unless Landlord shall have failed to perform such obligations within thirty (30) days (or such additional time as is reasonably required to correct any such default, provided Landlord commences cure within 30 days and diligently endeavors to correct such default) after written notice by Tenant to Landlord properly specifying wherein Landlord has failed to perform any such obligation (a “Landlord Default”). Except as expressly set forth in this Lease, Tenant shall not have the right to terminate or cancel this Lease or to withhold Rent or to set-off or deduct any claim or damages against Rent as a result of any default by Landlord or breach by Landlord of its covenants or obligations set forth in this Agreement any warranties or promises hereunder. In addition, Tenant shall not assert any right to deduct the cost of repairs or any obligation of Landlord, if any, monetary claim against Landlord from Rent thereafter due and payable under any agreement affecting the Leased Property, the performance of this Lease. If Landlord commits a Landlord Default which is not materially affects Tenant’s obligation ability to conduct business in the Premises, Tenant, in addition to any other rights and remedies available under the law, may, without being obligated and without waiving the Landlord Default, cure the Landlord Default (“Tenant Self-Help”), provided however, prior to exercising any Tenant’s Self Help, Tenant shall provide Landlord with written notice thereof, which notice shall be delivered in an envelope that conspicuously states the following in bold caps: “TENANT NOTICE OF INTENTION TO EXERCISE SELF-HELP” and which notice shall include an explicit statement that such notice is a notice delivered pursuant to this AgreementSection 20.9 and Landlord's failure to perform the specified obligation will trigger the provisions of this Section 20.9, and any shall specifically state that if Landlord fails to commence to cure such default Landlord Default within five (5) business days (the “Outside Cure Date”), Tenant intends to exercises Tenant’s Self-Help. If Landlord fails to commence to cure such Landlord Default by the Outside Cure Date, Tenant shall continue for a period of then be entitled to exercise Tenant’s Self-Help. Landlord shall pay Tenant, within thirty (30) days after Notice thereof from written demand, all reasonable third-party out of pocket costs, expenses, and disbursements incurred by Tenant in the exercise of Tenant’s Self Help necessary to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct cure 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 andincluding all reasonable legal fees, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ paralegal fees, expert fees, and other professional 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 Tenantexpenses). It is understood and agreed that Xxxxxx’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 exercise of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof right or remedy due to Tenant, setting forth, in reasonable detail, the basis therefor, no a Landlord Default shall not be deemed a waiver of or to alter, affect, or prejudice any right or remedy which Tenant may have occurred and under this Lease or by law or in equity. Neither the payment of Rent nor any other acts or omissions of Tenant at any time after a Landlord Default, shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall failoperate as a waiver of any past or future violation, in good faithbreach, or failure to resolve keep or perform any such dispute within ten (10) days after Landlord’s Notice of disputecovenant, either may submit the matter for resolution in accordance with Article 22agreement, term, or condition hereof.

Landlord Default. If Landlord shall be in default in the performance if it fails to perform any term, condition, covenant or observance of any of its covenants or obligations set forth in obligation required 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 to Landlord and any applicable Facility MortgageeLandlord; provided, however, that if the term, condition, covenant or such additional period as may obligation to 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 performed by Landlord hereunder and no rightis such that it cannot reasonably be performed within thirty (30) days, 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 default shall be deemed to have occurred been cured if Landlord commences such performance within said thirty-day period and thereafter diligently undertakes to complete the same. Upon the occurrence of any such default, Tenant may xxx for injunctive relief or to recover damages for any loss directly resulting from the breach, but Tenant shall not be entitled to terminate this Lease or withhold, offset or xxxxx any sums due hereunder. In no event, however, shall Landlord be liable for any consequential or punitive damages. If Landlord shall have fail to perform any term, condition, covenant or obligation required to be performed by it under this Lease and if Tenant shall, as a consequence thereof, recover a money judgment against Landlord, Tenant agrees that it shall look solely to Landlord’s right, title and interest in and to the Building for the collection of such judgment; and Tenant further agrees that no obligation other assets of Landlord shall be subject to levy, execution or other process for the satisfaction of Tenant’s judgment. In no event shall any partner of Landlord nor any member or joint venturer in Landlord, nor any officer, director or shareholder of Landlord or any such partner, member or joint venturer of Landlord be personally liable 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 22provisions of this Lease.

Landlord Default. (a) If Landlord shall default in the performance or observance of any of its covenants service, maintenance, repair, installation, replacement or restoration obligations set forth in 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, Lease and any such default shall continue for a period of thirty (30) 30 days after Notice thereof notice to Landlord from Tenant specifying Landlord’s default (except that if such default cannot be cured within such 30-day period, this period shall be extended for a reasonable additional time, provided that Landlord commences to Landlord cure such default within the 30-day period and any applicable Facility Mortgagee, or proceeds diligently thereafter to effect such additional period as may be reasonably required to correct the samecure), Tenant may declare (but shall not be obligated to) perform the occurrence same for the account and at the expense of a “Landlord Default” by a second Notice Landlord, provided that not less than 10 days before Tenant begins such performance, Tenant shall deliver to Landlord notice of its intent to do so, together with a description of the actions Tenant will perform and Tenant’s good faith estimate of the cost thereof. (b) Tenant shall use reasonable methods at reasonable cost to complete such Facility Mortgageeperformance. (c) If Landlord fails to commence the cure of such default within such 30-day period, Tenant may, subject to Section 24(a) above, proceed to complete the necessary performance and Landlord shall pay the reasonable cost thereof within 30 days of Tenant’s demand therefor, which demand shall include copies of the invoices for which payment is requested (but in no event prior to the completion of the performance) together with: (1) Tenant’s certification that each invoice is true and complete, that the full amount shown thereon is due and owing to the party requesting payment, that Tenant has not received nor shall it receive any rebate, setoff or other similar consideration from the party to whom the payment is due, that any payment to be made to a parent, subsidiary or affiliate of Tenant is not in excess of market value for the services or materials rendered, and that the total amount shown on the invoices submitted to Landlord represents the total amount due and owing Tenant under this Section, (2) lien waivers for all the work performed, and Tenant’s certification that the lien waivers represent all such work and (3) Tenant’s certification that the work is substantially completed in a good and workmanlike manner and has been accepted by Tenant. ThereafterIf Landlord fails to make such payment in accordance with this Section, Tenant may forthwith cure credit the same and, subject Rent next coming due until such credit is exhausted. (d) Anything to the provisions of the following paragraphcontrary in this Lease notwithstanding, invoice including Section 10 above, Tenant shall indemnify Landlord for costs and save it harmless from all claims, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and court costsfees) incurred by Tenant in curing arising out of the samework or any negligent or willful act or omission of Tenant, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at contractors or Tenant’s Representatives in performing 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 work or counterclaim against any Rent in connection with or other charges due hereunder. If Landlord shall in good faith dispute the occurrence arising out of any Landlord Default and Landlord, before material incorrectness in 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 22certifications required by this Section.

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 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.