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 Landlord▇▇▇▇▇▇▇▇’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.

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

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

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

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

Landlord Default. If Landlord shall default 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 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, ▇▇▇▇▇▇ 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, ▇▇▇▇▇▇’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 ▇▇▇▇▇▇ 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 ▇▇▇▇▇ based upon any default by Landlord of its obligations under the Lease. If In no event shall Landlord shall in good faith dispute the occurrence of or any Landlord Default and LandlordRelated Party ever be liable to Tenant for loss of profits, before the expiration loss of the applicable cure periodbusiness, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If or indirect or consequential damages suffered by Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22from whatever cause.

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

Landlord Default. If Landlord shall be in default in the performance hereunder if Landlord fails to keep, perform or observance of observe any of its the material terms, covenants or obligations set forth and conditions contained in this Agreement or any obligation of LandlordLease on its part to be kept, if anyperformed and observed, 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 thirty (30) days after Notice written notice thereof from 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 ”) (provided, however, that if the default is such Facility Mortgagee. Thereafter, Tenant may forthwith cure that the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses cannot reasonably be cured within said 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) 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 day period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no a Landlord Default shall not be deemed to have occurred if Landlord shall within such period commence such cure and thereafter diligently prosecute the same to completion). Except as expressly provided in this Lease, Tenant hereby waives and relinquishes any right which Tenant may have to terminate this Lease or withhold Rent on account of any damage, condemnation, destruction or state of disrepair of the Premises (including, without limiting the foregoing, those rights under California Civil Code Sections 1932, 1933(4), 1941, 1941.1 and 1942). If Landlord defaults under this Lease and if, as a consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only out of Landlord’s interest in the Hotel and Landlord shall not be liable for any deficiency. In no event shall Tenant have no obligation the right to levy execution against any property of Landlord. Notwithstanding anything contained in this Lease to the contrary, the obligations of Landlord under this Lease (including any actual or alleged breach or default by Landlord) do not constitute obligations of the partners, directors, affiliates, officers, members or shareholders of Landlord or Landlord’s related parties, and Tenant shall not seek recourse against the partners, directors, officers, affiliates, members or shareholders of Landlord or against Landlord’s partners or any other persons or entities having any interest in Landlord, or any of their personal or corporate assets for satisfaction of any liability with respect thereto until final adverse determination thereofto this Lease. If Except as expressly set forth in this Lease, Tenant acknowledges that neither Landlord nor any agent, contractor or employee of Landlord has made any representation or warranty of any kind with respect to the Premises or the Hotel, but not limited to, any representation or warranty of suitability or fitness of the Premises or the Hotel for any particular purpose. As between Tenant and Landlord shall failLandlord, except as expressly set forth in good faiththis Lease, 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 leases the Premises “As-Is.”

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

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

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

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

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

Landlord Default. If Landlord Tenant shall default in the performance or observance give written notice of any of its covenants or obligations set forth in this Agreement or failure by Landlord to perform any obligation of Landlord’s obligations under this Lease to Landlord and to any ground lessor, if anymortgagee, or beneficiary under any agreement affecting deed of trust or mortgage encumbering the Leased PropertyPremises whose name and address have been furnished to Tenant in writing. Landlord will not be in default under this Lease unless Landlord (or the ground lessor, mortgagee, or beneficiary) fails to cure the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of nonperformance 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, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paidnotice. However, at if the Overdue Rate. Tenant shall have no right nonperformance reasonably requires more than thirty (30) days to terminate this Agreement for any cure, Landlord will not be in default by Landlord hereunder if the cure is commenced within the thirty (30) day period and no right, for any such default, is thereafter diligently pursued to offset or counterclaim against any Rent or other charges due hereundercompletion. If Landlord shall in good faith dispute fail to cure the occurrence of any Landlord Default and Landlordnon-performance within the thirty (30) day period or fails to diligently pursue to completion during such longer period permitted above, before Tenant may remedy 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 nonperformance and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If reimburse Tenant and Landlord shall fail, in good faith, to resolve any such dispute for same within ten thirty (1030) days after Landlord’s Notice receipt of disputewritten request for reimbursement accompanied by adequate documentation of such expense (a “Default Reimbursement Request”). If Landlord shall fail to make payment to Tenant within such 30-day period on the Default Reimbursement Request, either may submit Tenant shall re-deliver the matter for resolution in accordance with Article 22Default Reimbursement Request to Landlord and to Landlord’s lender at lender’s last known address and Landlord shall have an additional thirty (30) days to reimburse Tenant. If Landlord shall fail to reimburse Tenant within the additional thirty (30) day period, Tenant shall then have the right to deduct the cost from subsequent payments of Rent due to the Landlord under this Lease.

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

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

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

Landlord Default. If 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 Notwithstanding any other term or conditions of this Lease to the contrary, Landlord shall not be in default in the performance or observance of unless Landlord fails to perform any of its covenants or obligations set forth in this Agreement or any obligation obligations, including monetary and non-monetary obligations, required of Landlord, if any, under or Landlord fails to make correct any agreement affecting the Leased Property, the performance representation or warranty of which is not Tenant’s obligation pursuant to this AgreementLandlord that was untrue when made in any material respect, and any such default shall continue failure continues for a period of more than thirty (30) days after Notice thereof from Tenant written notice by Tenant; provided, however, that if the nature of Landlord’s non-monetary 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 thirty (30) day period and thereafter diligently prosecutes the same to Landlord completion. Said notice shall specify the exact alleged default. Following said notice and cure period (and any applicable Facility additional cure period afforded under this Lease to any Mortgagee, or such additional period as may be reasonably required to correct the same), Tenant may declare the occurrence then (i) take any remedy available to it under this Lease, at law or in equity; (ii) bring an action in a court of law to seek an award for damages (in no event shall Tenant be entitled to withhold rents or terminate this lease without a “Landlord Default” binding final judgment or decision by a second Notice court or arbitrator); or (iii) take the self-help measures set forth in the following paragraphs of this Section. The notice and cure rights under this Section 21.01 shall not apply to any Landlord default for which another provision of this Lease already provides specific notice and cure rights 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 be in default in under the performance Lease if (i) Landlord fails to pay any sum or observance of sums due to Tenant or fails to perform any of its covenants obligations hereunder and said failure continues for a period of 30 days after written notice thereof from Tenant to Landlord (provided that if such failure cannot reasonably be cured within said 30 day period, Landlord shall be in default hereunder only if Landlord fails to commence the cure of said failure as soon as reasonably practicable under the circumstances, or obligations set forth having commenced the curative action, fails to diligently pursue same) and (ii) each Mortgagee, (as defined in this Agreement Article 23), if any, of whose identity Tenant has been notified in writing shall have failed to cure such default within 30 days (or such longer period of time as may be specified in any obligation written agreement between Tenant and Mortgagee regarding such matter) after receipt of written notice from Tenant of Landlord’s failure to cure within the time periods provided above. In the event of a default by Landlord under the Lease, Tenant shall use reasonable efforts to mitigate its damages and losses arising from any such default and Tenant may pursue any and all remedies available to it at law or in equity, provided, however, in no event shall Tenant claim a constructive or actual eviction or that the Premises have become unsuitable or unhabitable prior to a default and failure to cure by Landlord and its Mortgagee, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this AgreementLease, and any such default shall continue for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forthfurther provided, in reasonable detailno event shall Tenant be entitled to receive more than its actual direct damages, the basis therefor, no Landlord Default shall be deemed to it being agreed that Tenant hereby waives any claim it otherwise may have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22special or consequential damages.

Landlord Default. If (a) 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 Landlord shall not be deemed in default in the performance or observance of this Lease unless and until Landlord shall have failed to perform any of its covenants or obligations set forth in this Agreement Lease and such failure shall have continued for thirty (30) days following the giving by Tenant of written notice to Landlord specifying the failure; provided, however, in the event more than thirty (30) days is reasonably required to cure such failure, Landlord shall not be deemed in default hereunder if Landlord commences cure within such thirty (30) day period and thereafter pursues cure to completion. In the event of a Landlord default, Tenant shall be entitled to collect its actual damages arising from such default, but consequential and incidental damages are hereby waived. Upon the failure of Landlord to pay any taxes or any obligation assessments which are liens against the Premises prior to foreclosure of the same, and the continuance of such failure following the expiration of the applicable notice and cure period, Tenant shall have the right to pay such taxes and related charges to cure such default on behalf of and at the expense of Landlord, if any, under any agreement affecting and the Leased Property, the performance of which is not Tenant’s obligation pursuant amount so paid shall be reimbursed to this Agreement, and any such default shall continue for a period of Tenant by Landlord within thirty (30) days after Notice thereof from written demand, with interest thereon at the rate of 12 percent per annum. Further, in the event of a failure by Landlord to perform any of its maintenance obligations under Section 13 above, and the continuance of such failure following the expiration of the applicable notice and cure period, Tenant shall have the right to perform all necessary work on behalf of and at the expense of Landlord, and the necessary cost of such work shall be paid to Tenant by Landlord within thirty (30) days after written demand, with interest thereon at 12 percent per annum, so long as Tenant provides to Landlord evidence of the performance of such work, evidence of payment in full for such work, and evidence of lien waivers from all contractors who performed any applicable Facility Mortgagee, such work or who would otherwise have the right to claim a lien by reason of such additional period as may work; any such work undertaken by Tenant shall 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 undertaken in compliance with 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 RateSection 14 above. Tenant shall have no right to terminate this Agreement for any Lease based upon a default by Landlord hereunder unless such default materially interferes with the ability of Tenant to continue to conduct its business at the Premises for at lease thirty (30) consecutive days. Nothing in this Section 28(l) shall limit the operation of Sections 27 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 2228(c).

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 only 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, due to the nature of the default or due to Events of Force Majeure, 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 in all cases to any Event of Force Majeure. If Landlordis in default, as provided above (including the expiration of the applicable Facility Mortgageegrace, notice or cure period), of its obligations under this Lease, then, in addition to such additional period other rights and remedies as may be reasonably available to Tenant at law or in equity, if such default consists of a failure to make any repairs to the interior of the Premises or to components of the Building Systems serving only the Premises that Landlord is 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 make pursuant to the provisions of the following paragraphLease, invoice and, as a result of the condition of the Premises caused by such failure, Tenant is unable to fully utilize any portion of the Premises, then Tenant shall be entitled to make such repair that Landlord has failed to make, and Landlord shall reimburse Tenant for its reasonable out-of-pocket costs and expenses to third parties in effecting such repair 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) from the date Landlord receives days after receipt of Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default therefore accompanied by Landlord hereunder copies of all invoices and no right, for any statements detailing such default, to offset or counterclaim against any Rent or costs and such other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and information as may reasonably be requested by Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.

Landlord Default. If 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) or for any commercially unreasonable time if an emergency situation occurs, 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 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 shall give similar notice to the provisions holder of any mortgages or deeds of trust against the following paragraphBuilding or the lessor of any ground lease, invoice Landlord for costs and expenses (including 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 attorneys’ fees period of time to correct or remedy such default. If and court costs) incurred by Tenant in curing when such holder of such mortgage or deed of trust and/or 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 lessor under any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence ground lease has made performance on behalf of any Landlord Default and Landlord, before the expiration default 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 cured. Notwithstanding any other provisions in this Lease, any claim which Tenant may have against Landlord for failure to have occurred and 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 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 commencement of the matter for resolution in accordance with Article 22alleged default or occurrence of the cause of action and unless suit be brought thereon within six (6) months subsequent to the occurrence of such cause of action.

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

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 “▇▇▇ 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 (1) Subject to the terms hereof, if (i) Landlord shall default in the performance or observance of any covenant or provision of its covenants this Lease pertaining to the provision of services by Landlord or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of repairs or maintenance on Landlord’s part to be performed (which is default shall not be occasioned by (a) the acts or omissions of Tenant or Tenant’s obligation pursuant agents, assignees, contractors, employees, invitees, licensees, sublessees or others for whose actions Tenant is responsible or over whose actions Tenant can reasonably be expected to this Agreementexercise control, and any or (b) circumstances, events or facts beyond Landlord’s reasonable control), (ii) Landlord shall fail to remedy such default shall continue for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Tenant shall have given Landlord written notice of such default specifying the same in detail and specifying that the failure to cure the same within ten (10) days shall be deemed a Landlord Default hereunder, and (iii) such default shall substantially impair Tenant’s use and enjoyment of the Premises, then upon the expiration of such 10-day cure period the Tenant shall (as Tenant’s sole and exclusive remedies) be entitled to exercise the remedies set forth in this Section 22(E). Notwithstanding the foregoing, in the event that any such default is not reasonably susceptible of cure within such ten (10) day cure period, such cure period shall automatically be deemed to be extended for such additional period as shall be reasonably required to cure such default, provided that Landlord commences such cure within such 10-day period and diligently pursues such cure thereafter. Any such default on the part of Landlord which is not cured within such 10-day cure period (as the same may be extended pursuant to the preceding sentence) shall be deemed a “Landlord Default”. (2) Subject to the terms hereof, in the event of a Landlord Default, Tenant shall, provided that no Event of Default by Tenant is in existence hereunder, have the right (but not the obligation) to remedy such Landlord Default and charge Landlord for the reasonable cost of such remedy, which charges shall be payable by Landlord within thirty (30) days of Tenant’s demand therefor; provided that, (i) Tenant’s actions to cure any Landlord Default shall conform and comply in all respects with the terms of this Lease (including, but not limited to, the applicable provisions of Section 14), (ii) the charges payable by Landlord pursuant to this Section 22(E) shall constitute Operating Expenses to the extent the same would constitute Operating Expenses under Section 5 hereof if incurred directly by Landlord (it being agreed, however, that any additional incremental increase in such costs which is reasonably attributable solely to the Landlord Default (i.e., if Landlord had performed directly it would have been able to render performance at a lower cost) shall be excluded from Operating Expenses), and (iii) Tenant shall have no right to remedy any Landlord Default if (a) such remedy will or may materially and adversely interfere with the ability of other tenants of the Building to utilize their premises for the Comparable Uses or invalidate or impair any warranty applicable to any portion of the Building, the Building structure or any system serving any of the same, or (b) such Landlord Default arises from or out of, or in connection with, any fire or other casualty damage to, or condemnation of, the Building. (3) In the event Tenant engages in self-help as provided in subparagraph 22 (E) (2) above and Landlord disagrees with the propriety of Tenant’s actions and/or the level of expenses incurred by Tenant, and refuses to reimburse Tenant for its costs, the parties agree to submit such dispute to arbitration; provided that, this subparagraph 22(E)(3) shall not be deemed to require that Tenant refrain from curing a Landlord Default in compliance with this Section 22(E) until such dispute is submitted to arbitration, nor shall this subparagraph 22(E)(3) be deemed to preclude Landlord from submitting to arbitration, after the exercise of such remedy by Tenant, any dispute regarding the existence of a Landlord Default or arising from the exercise of (or the costs of exercising) such remedy by Tenant. (4) Notwithstanding anything herein contained to the contrary, in the event the Building, or any part thereof, or the land on which the Building is constructed, or the Landlord’s Notice estate in the Building, is at any time subject to a mortgage or deed of disputetrust (each a “Mortgage”), either may submit and/or (ii) this Lease, or the matter Rent payable under this Lease, is assigned to a mortgagee or the trustee(s) under a deed of trust (each a “Mortgagee”), then Tenant shall have no right to exercise any remedy under this Section 22(E) unless and until Tenant shall first deliver written notice, in the manner provided elsewhere in this Lease for resolution the delivery of notices, to such Mortgagee, specifying the Landlord Default in accordance with Article 22reasonable detail, and affording such Mortgagee the same notice and cure period set forth above for the cure of a Landlord Default (it being understood and agreed that no such Mortgagee shall be obligated to cure any Landlord Default). Tenant further agrees to deliver to each such mortgagee or trustee a copy of any notice delivered to Landlord pursuant to the provisions of this Section 22(E).

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 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 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 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 ▇▇▇▇▇▇’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 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 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 ▇▇▇▇▇ based upon any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute of its obligations under the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22Lease.

Landlord Default. If In the event Landlord shall 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 (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 thirty (30) days 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 ▇▇▇▇▇▇’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 ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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 Replimune Group, Inc. and its Successor(s). If Landlord fails to reimburse Tenant for ▇▇▇▇▇▇’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 ▇▇▇▇▇▇▇▇’s failure to make such reimbursement and, if ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, against the Rent due hereunder until ▇▇▇▇▇▇ 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 in fails to observe or perform any term or covenant required to be observed or performed by it under the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of LandlordLease which failure materially, if any, under any agreement affecting the Leased Property, the performance of which is not adversely affects Tenant’s obligation pursuant use and occupancy of or access to this Agreementthe Premises, and any Landlord does not cure such default shall continue for a period of 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), or within five (5) days if such failure on behalf of Landlord creates an emergency situation immediately threatening persons or property or rendering all, or substantially all of the Premises untenantable, after Notice thereof receipt of written notice from Tenant to Landlord specifying such failure and any applicable Facility Mortgageerequesting that it be remedied, 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 andthen, subject to the provisions of Section 30 of the following paragraphLease, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant shall be entitled, at its election, to exercise concurrently or successively, any one or more of the rights available in curing law or equity under the same, together with interest thereon (laws of the State of Georgia. Notwithstanding the foregoing to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paidcontrary, at the Overdue Rate. Tenant shall have no right, 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 of any of its covenants and obligations (including, without limitation, the obligation to pay Rent) nor entitled to terminate this Agreement for any the Lease, due to a breach or default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlordof its obligations covenants or obligations, before unless expressly permitted to the expiration contrary by the terms 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 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 l▇▇▇▇▇▇ 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 ▇▇▇ ▇oss of profits) arising in connection with this Lease. Nothing herein contained shall be interpreted to mean that Tenant is excused from paying ▇▇▇▇ 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 ▇▇▇, 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 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 ▇▇▇▇▇ 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 under Section 6.7; (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 consequential damages. Notwithstanding the foregoing, in the event (i) a court of competent jurisdiction has determined (and such determination is no longer subject to appeal) that Landlord is in default, (ii) such default by Landlord hereunder materially affects Tenant’s use and no rightenjoyment of the Premises and (iii) Landlord fails, for any within a reasonable period of time following such determination, to remedy such default, Tenant may terminate this Lease upon written notice 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 Tenant shall default in the performance or observance give notice of Landlord’s failure to perform any of its covenants or obligations set forth in under this Agreement or any obligation of Lease to Landlord, if any, and to any Mortgagee whose name and address have been given to Tenant. Landlord shall not be in default under any agreement affecting the Leased Property, the this Lease unless Landlord (or such Mortgagee) fails to cure such non-performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of within thirty (30) days after Notice thereof from Tenant receipt of Tenant’s notice. However, if such non-performance requires more than thirty (30) days to Landlord and any applicable Facility Mortgageecure, or such additional period as may shall be reasonably required extended in the case of any such non-performance that cannot be cured by the payment of money where such non-performance can be cured, and Landlord begins promptly within said thirty (30) day period and thereafter diligently completes the cure. In no event shall either party under this Lease be liable for indirect or consequential damages except as provided in Section 18.3 or to correct the sameextent covered by insurance maintained by the party against whom such liability is claimed. No remedies expressly provided in this Lease shall be deemed to be indirect or consequential damages. If Landlord is in default in the performance of any of its obligations under this Lease, beyond applicable notice and cure periods, then, as Tenant’s sole remedy (except as set forth below), Tenant may declare shall have the occurrence of a “right to remedy such default on Landlord’s behalf (provided that Tenant uses reasonable efforts to avoid violating or rendering void any warranties maintained by EAST\174041517.9 Landlord), in which event Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, shall reimburse Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, within thirty (30) days after invoice Landlord for all reasonable costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing connection therewith. If (i) Landlord disputes Tenant’s right to have undertaken any such remedy or the sameamount of reimbursement claimed by Tenant, together with (ii) Tenant obtains a final, unappealable judgment against Landlord for failure to reimburse Tenant for such costs, and (iii) Landlord fails to pay such costs to Tenant within thirty (30) days following notice from Tenant of such judgment, then Tenant shall have the right to recover the same by an abatement of Fixed Rent, provided that such abatement (and the accrual of any interest thereon (on such amounts) shall cease at such time as and to the extent permitted by lawthat payment is tendered to Tenant. Notwithstanding the foregoing, if the amount of the abatement is more than ten percent (10%) from of the date aggregate amount of Fixed Rent due in any month, then the amount abated in any one month shall not exceed ten percent (10%) of the Fixed Rent and the excess amount of the abatement shall be carried forward with interest at the Default Rate provided that at the time of termination of this Lease, Landlord receives shall pay all accrued amounts due and owing to Tenant pursuant to this section. Tenant’s invoice until paid, at self-help rights under this Section 35.1 shall be exercised by Tenant only (i) with respect to conditions actually existing within the Overdue Rate. Premises (and not affecting the structural components of the Building or systems serving other tenants of the Building) and (ii) after Tenant shall have no right has provided Landlord with notice of Tenant’s intention to terminate this Agreement for any default by Landlord hereunder and no exercise such right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, has failed to resolve any such dispute commence action to remedy the condition complained of within ten (10) days after its receipt of such notice (or if Landlord commences to do the act required within such period but fails to proceed diligently thereafter). Tenant’s remedies under this Section 35.1 are personal to Tenant and may not be exercised by any subtenants or assignees (other than a Successor Entity) against Landlord. Tenant shall indemnify, save harmless and defend Landlord and its members, managers, officers, mortgagees, agents, employees, independent contractors, invitees and other persons acting under them from and against all liability, claim or cost (including reasonable attorneys’ fees) arising in whole or in part out of any negligent act or omission or willful misconduct in connection with Tenant’s Notice exercise of disputeits remedies pursuant to this Section 35.1. Tenant shall have the right to pursue such other remedies as may be available at equity, either may submit such as specific performance or injunctive relief, in addition to the matter for resolution specific remedies set forth in accordance with Article 22this Lease, where applicable, in the event of a Landlord default beyond applicable notice and cure periods.

Landlord Default. If In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give any Mortgagee (as defined in Section 20), a copy of any notice of default which is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing (whether by way of notice of an assignment of lease, request to execute an estoppel letter, or otherwise), of the address of any such Mortgagee. Tenant further agrees that if Landlord shall have failed to cure such default in within the performance time provided by law or observance of any of its covenants or obligations set forth such additional time as may be 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 provide to Tenant, immediately upon receipt, any notice of default under the Prime Lease. If Landlord shall default in fail to perform any covenant, term or condition of this Lease or the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Prime Lease upon Landlord’s part to be performed, if any, under any agreement affecting the Leased Property, the performance of which and such failure is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of corrected within thirty (30) days of written notice thereof (except in the case of (i) an emergency where the default is of such a nature (such as roof damage) where the 30-day notice period is not commercially reasonable in light of the anticipated damages, in which event Tenant, after Notice thereof from Tenant 24 hours notice, may make temporary, emergency repairs to minimize damage until Landlord and any applicable Facility Mortgageehas a reasonable opportunity to respond to Tenant’s repair request, or such additional period as may be reasonably required to correct (ii) in the same, Tenant may declare the occurrence case of a “Landlord Default” by default under the Prime Lease, where a second Notice to Landlord and to such Facility Mortgagee. Thereaftershorter cure period, Tenant may forthwith cure the same andif any, is provided, but subject to any notice and cure periods) provided that if Landlord cannot reasonably cure its breach or failure within a thirty (30) day period, Landlord’s breach or failure is not an Event of Default if Landlord commences to cure its breach or failure within the provisions thirty (30) day period and thereafter diligently pursues the cure and effects the cure within a period of the following paragraph, invoice Landlord for costs and expenses time that does not exceed ninety (including reasonable attorneys’ fees and court costs90) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before days after the expiration of the applicable cure thirty (30) day period, subject to Force Majeure, then Tenant may pursue one of the following remedies: (i) bring a suit for specific performance; or (ii) perform any such covenant, term or condition and set off such amounts against Rent which shall give Notice thereof not exceed 50% of Rent due in any month (which right of set off shall only apply if Landlord fails to pay Tenant’s costs in connection with such self-performance within thirty (30) days of invoicing); provided, setting forthprior to such self-performance and offset right, in reasonable detail, the basis therefor, no (x) Tenant provides Landlord Default with an additional thirty (30) days written notice and opportunity to cure (except for emergencies as provided above) and (y) such right of self-performance shall be deemed limited to have occurred items that materially and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall failadversely affect Tenant’s ability to perform its obligations under this Lease, in good faith, to resolve any such dispute within ten (10) days after as Landlord’s Notice failure to perform roof repairs which affect’s Tenant ability to operate its business. The costs of disputeTenant to self-perform hereunder are limited to its reasonable actual, either may submit out-of-pocket expenses related thereto. Notwithstanding anything to the matter contrary herein, Tenant shall not have any right to ▇▇▇ Landlord for resolution in accordance with Article 22any consequential, punitive or incidental damages (including, without limitation, claims for lost profits and/or lost business opportunity).

Landlord Default. If Notwithstanding anything to the contrary set forth in this Lease, Landlord shall be in default in the performance or observance of the obligations required to be performed by Landlord pursuant to this Lease (i) if Landlord fails to timely fulfill its obligation to fund any portion of its covenants or obligations the Improvement Allowance pursuant to the terms set forth in this Agreement the Tenant Work Letter or any obligation in the First Amendment Work Letter (which is to be attached to the First Amendment to Amended and Restated Office Lease), but only to the extent Landlord does not (A) subsequently cure such failure within twenty (20) business days following its receipt of written notice of such failure from Tenant (a “Payment Failure Notice”), or (B) deliver notice (a “Refusal Notice”) to Tenant within such twenty (20) business day period explaining (with reasonable specificity) Landlord’s reasons supporting Landlord’s position that the amounts described in the Payment Failure Notice are not, in fact, then due and payable by Landlord (in which case Landlord shall promptly fund the amount of the Improvement Allowance, if any, under that Landlord does not contest is then due and payable by Landlord), or (ii) if Landlord fails to perform any agreement affecting the Leased Property, the performance of which is not Tenant’s other 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 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. Upon any applicable Facility Mortgageesuch 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. Any award from a court or arbitrator in favor of Tenant requiring payment by Landlord which is not paid by Landlord within the time period directed by such additional period as award, may be reasonably required to correct the sameoffset by Tenant from Rent next due and payable under this Lease; provided, however, Tenant may declare not deduct 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 amount of the following paragraph, invoice Landlord for costs award against more than fifty percent (50%) of Base Rent next due and expenses owing (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing until such time as 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 entire amount 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 22judgment is deducted).

Landlord Default. (a) In the event that Landlord defaults under its obligations under this Lease, Tenant shall promptly notify Landlord in writing of such default and Landlord shall have thirty (30) days within which to cure such default (or if such default is not capable of being cured within such time, Landlord shall have such longer period as may be reasonably necessary to cure such default, not to exceed one hundred eighty (180) days from the date of Tenant’s notice, provided Landlord commences to cure such default within such initial thirty (30) day period and thereafter diligently pursues such cure to completion), provided however that if Tenant reasonably believes that the failure to cure such default could reasonably result in significant personal injury or death, or damage to property in an amount in excess of $25,000.00 (in each case, an “Emergency Default”), Tenant may elect to cure such Emergency Default prior to such notice provided that Tenant shall provide Landlord such notice as is reasonable under the circumstances. In the event that Tenant elects to cure an Emergency Default, Landlord shall reimburse Tenant for all reasonable, out-of-pocket expenses incurred by Tenant in connection with such cure within thirty (30) days after demand by Tenant along with reasonable evidence Tenant has paid such out-of-pocket expenses. In the event that Landlord does not cure a non-Emergency Default within such thirty (30) day period or does not diligently proceed to cure such non-Emergency Default if such default is not capable of being cured within such thirty (30) day period, Tenant shall have the right, after notifying Landlord of such election, to cure such non-Emergency Default on Landlord’s behalf and Landlord shall reimburse Tenant for all reasonable, out-of-pocket expenses incurred by Tenant in connection with such cure within thirty (30) days after demand by Tenant along with reasonable evidence Tenant has paid such out-of-pocket expenses. If Landlord shall default fail to pay any such expenses within any such thirty (30) day period, such expenses shall bear interest at the Default Rate from five (5) business days after the date due through the date on which such amount is paid to Tenant by Landlord. If Landlord fails to pay any such expenses and accrued interest within ten (10) business days following a second written notice to Landlord following the initial thirty (30) day period, Tenant shall have the right to deduct such amounts, including accrued interest at the Default Rate, as an offset from Rent then due or thereafter coming due under this Lease; provided, however, the monthly amount of such offset shall not exceed the greater of (i) thirty percent (30%) of the monthly Rent payable by Tenant hereunder, and (ii) an amount of the monthly Rent payable hereunder that is necessary to fully amortize, on a straight line basis, the amounts owed by Landlord to Tenant hereunder over the remaining term of the Lease (not including any then-exercised Renewal Terms), together with interest at the Default Rate. In the event that Tenant exercises its self-help rights under this Section 11.05(a), and if Landlord provides written notice to Tenant that Landlord reasonably disputes whether Tenant was in fact entitled to exercise its self-help rights under this Section 11.05(a), then following a period of ten (10) business days after Tenant’s receipt of such notice during which Landlord and Tenant shall attempt in good faith to resolve their differences, any unresolved dispute shall be referred to binding arbitration in accordance with the performance or observance of any of its covenants or obligations procedures set forth in paragraph 7 of the Work Letter, provided that in the event of non-Emergency Default, Tenant shall refrain from proceeding to cure such non-Emergency Default from the time Tenant receives Landlord’s notice that Landlord reasonably disputes whether Tenant was in fact entitled to exercise its self-help rights under this Agreement Section 11.05(a) until such dispute is either resolved by the parties or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation by binding arbitration pursuant to this AgreementSection 11.05(a). (b) If Landlord shall fail to make any payment, as and when due, of any installment of the Tenant Improvement Allowance or Additional Tenant Improvement Allowance, in accordance with the terms of the Work Letter (such default shall continue for a period unpaid amounts being collectively referred to herein as the “Overdue Allowance”) then, if such Overdue Allowance remains unpaid after the expiration of thirty (30) days after Notice thereof from Tenant following notice in writing to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the samethereof, Tenant may declare shall have the occurrence right to set off against any Rent due under this Lease the amount of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafterany Overdue Allowance, Tenant may forthwith cure plus interest at the same andDefault Rate, 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 such Overdue Allowance was originally due through the Overdue Rate. date on which such amount is either paid to 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 credited 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 22Rent.

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

Landlord Default. If In the event Tenant alleges that Landlord shall is in default under any of Landlord’s obligations under this Lease, ▇▇▇▇▇▇ agrees to give any Mortgagee (as defined in the performance or observance Section 20), a copy of any notice of its covenants 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 obligations set forth otherwise), of the address of any such Mortgagee. Tenant further agrees that if ▇▇▇▇▇▇▇▇ shall have failed to cure such default within the time provided by law or such additional time as may be 23 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 ▇▇▇▇▇ based upon any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute of its obligations under the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22Lease.

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

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

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

Landlord Default. If In addition to any of Tenant’s rights or remedies at law but except as expressly waived in this Lease and subject to Article 47, Landlord shall be in default in the performance or observance of under this Lease if (i) Landlord fails to perform any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, hereunder and any such default shall continue said failure continues for a period of thirty (30) 30 days after Notice written notice thereof from Tenant to Landlord and any applicable Facility Mortgagee(provided that if such failure cannot reasonably be cured within said 30 day period, Landlord shall be in default hereunder only if Landlord fails to commence the cure of said failure within said 30 day period, or having commenced the curative action within said 60 day period, fails to diligently pursue same) and (ii) each mortgagee of whose identity Tenant has been notified in writing shall have failed to cure such additional default within 30 days (or such longer period of time as may be reasonably required specified in any written agreement between Tenant and mortgagee regarding such matter) after receipt of written notice from Tenant of Landlord’s failure to correct cure within the same, Tenant may declare time periods provided above. In the occurrence event of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder under the Lease, Tenant shall use reasonable efforts to mitigate its damages and no right, for losses arising from any such defaultdefault and Tenant may pursue any and all remedies available to it at law or in equity, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlordprovided, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forthhowever, in reasonable detailno event shall Tenant claim a constructive or actual eviction or that the Premises have become unsuitable or unhabitable prior to a default and failure to cure by Landlord and its mortgagee under this Lease and, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall failfurther provided, in good faithno event shall Tenant be entitled to receive more than its actual direct damages, to resolve it being agreed that Tenant hereby waives any such dispute within ten (10) days after Landlord’s Notice of dispute, either claim it otherwise may submit the matter have for resolution in accordance with Article 22special or consequential damages.

Landlord Default. (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 If, during the Term, Landlord shall default defaults in the performance or observance of fulfilling any of its covenants covenants, obligations or obligations agreements set forth in this Agreement or any obligation Lease, Tenant may give Landlord notice of Landlordsuch default and, if anyat the expiration of 30 days after delivery of such notice, 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 will continue for to exist, or in the event of a default which cannot with due diligence be cured within a period of thirty 30 days, if Landlord fails to proceed promptly after the delivery of such notice (and, in any event, within such 30-day period) or does not diligently complete such cure within 90 days after Notice thereof such notice from Tenant, then Tenant will be entitled to exercise any right or remedy available to Tenant at law or in equity by reason of such default, except to the extent expressly waived or limited by the terms of this Lease. Notwithstanding the foregoing, however, if Tenant has been notified of the name and address of any mortgagee, ground lessor, trust deed holder, and/or sale-leaseback lessor of Landlord’s interest in the Building, then Tenant will not exercise any remedy as a result of Landlord’s default unless and until Tenant has given any such mortgagee, ground lessor, trust deed holder and/or sale-leaseback lessor, by registered or certified mail, a copy of any notice of default served upon Landlord and any applicable Facility Mortgageesimultaneously with the delivery of notice to Landlord. Tenant further agrees that if Landlord fails to cure such default within the time period prescribed above, then such mortgagee, ground lessor, trust deed holder, and/or sale-leaseback lessor will have an additional 30-day period to cure such default or if such default cannot be cured within that time, then such additional period time as may be reasonably required necessary if within such 30-day period such mortgagee, ground lessor, trust deed, and/or sale-leaseback lessor has commenced and is diligently pursuing the cure of such default (including, but not limited to, commencement of foreclosure proceedings, if necessary to correct effect such cure). Notwithstanding anything to the samecontrary set forth in this Lease, Tenant may declare shall not have 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 perform self-help or ▇▇▇▇▇ Rent except as otherwise expressly set forth in 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 22Lease.

Landlord Default. If In the event Landlord shall default in the performance should neglect or observance of fail to perform or observe any of its covenants the covenants, provisions or obligations set forth conditions contained in this Agreement Lease on its part to be performed or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreementobserved, and any such default shall continue failure continues for a period of thirty (30) days after Notice thereof from written notice of default (or if more 21 25 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 given written notice to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct any default, tenant shall give similar notice to the sameholder of any mortgages or deed 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 of 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 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 Landlord shall default fails in the performance or observance of any of its covenants or Landlord’s 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 failure continues for a period of thirty (30) days after Notice Landlord’s receipt of written notice thereof from Tenant (and an additional reasonable time after such receipt if (A) such failure cannot be cured within such thirty (30) day period, and (B) Landlord commences curing such failure within such thirty (30) day period and thereafter diligently pursues the curing of such failure), then Tenant shall be entitled to Landlord exercise any remedies that Tenant may have at law or in equity, and any applicable Facility Mortgageein addition, or such additional period as Tenant may be reasonably required exercise self-help remedies to correct cure the same, and all costs with respect thereto shall be payable by Landlord to Tenant upon demand, together with the presentation of an invoice therefor; if Landlord fails to reimburse Tenant for the same within thirty (30) days of Tenant’s request for payment, then Tenant may declare deduct from or offset from its next payment(s) of Rent all costs so incurred. Notwithstanding the foregoing, if Tenant notifies Landlord that Tenant will exercise such self-help rights, Tenant’s notice must include a detailed description of Landlord’s alleged default, the actions Tenant intends to take to cure Landlord’s alleged default and the reasonably estimated cost of such cure actions. Landlord may notify Tenant within fifteen (15) days of Landlord’s receipt of Tenant’s notice that Landlord disputes the occurrence of a “Landlord Default” by a second Notice the default and/or the self-help measures Tenant intends to Landlord take and/or the costs Tenant estimates will be incurred and intends 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 hereunderoffset. If Landlord shall in good faith dispute so notifies Tenant the occurrence of any Landlord Default parties will meet 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 failattempt, in good faith, to resolve any such the dispute. However, if the parties are unable to resolve the dispute within fifteen (15) days of Landlord’s notice, the dispute shall be submitted for binding resolution to the Charleston, South Carolina office of the American Arbitration Association (the “AAA”) in accordance with the South Carolina Arbitration Act, S.C. Code ▇▇▇. § 15-48-10, et seq., as amended from time to time (the “SC Arbitration Act”) and the Commercial Arbitration Rules published by the AAA, as amended and in effect on the date of service of the demand for arbitration. In the event of a conflict between the SC Arbitration Act and the terms of this Agreement, this Agreement shall govern. If Landlord notifies Tenant of such dispute, Tenant shall not be entitled to any offset of any amount until the dispute is resolved by the arbitration proceeding and the offset shall only be in the amount, if any, determined by the arbitration panel to be appropriate. Unless Landlord and Tenant otherwise agree in writing, the arbitration shall be conducted before one (1) arbitrator under the rules providing for an expedited proceeding and procedure for smaller cases of the American Arbitration Association. In any arbitration, the arbitrator shall be appointed under the Commercial Arbitration Rules of the AAA; and the arbitrator shall be a certified property manager in good standing with at least ten (10) years recent experience in industrial buildings in the county in which the Premises are located and shall be independent (i.e., shall not have been directly or indirectly employed or retained to perform professional services for either party). The hearing shall be set for a date within thirty (30) days of appointing the arbitrator. Written submittals shall be presented and exchanged by both Landlord and Tenant at least ten (10) days before the hearing date, including reports prepared by experts upon whom either party intends to rely. Concurrently therewith, the parties will also exchange copies of all documentary evidence upon which they will rely at the arbitration hearing and a list of the witnesses whom they intend to call to testify at the hearing. The hearing shall be concluded no later than two (2) full business days after Landlord’s Notice the initial hearing date (or five (5) full business days if the item or items in dispute have an aggregate value exceeding $100,000). The arbitrator shall make its award within seven (7) days after the conclusion of disputethe hearing. There shall be no dispositive motion practice (such as motions of summary judgment or to dismiss or the like). The parties may exchange written discovery and depositions may be taken as allowed by the arbitrator, either who shall reasonably limit the number and duration of said depositions in order to avoid excessive expense and delay. The arbitrator shall not be bound by rules of evidence or civil procedure which would otherwise be applicable under applicable Law, but rather may consider such writings and oral presentations as reasonable businesspeople would use in the conduct of their day-to-day affairs, and may require the parties to submit some or all of their presentation as the matter arbitrator may deem appropriate. Live testimony and cross-examination shall be limited to that necessary to insure a fair hearing. Landlord and Tenant have included the foregoing provisions limiting the scope and extent of the arbitration with the intention of providing for prompt, economic and fair resolution of the dispute submitted to arbitration. The arbitrator shall make its decision in accordance with Article 22applicable law of the state in which the Premises are located and based on the evidence presented by the parties; and at the request of either party as of the start of the arbitration, the arbitrator shall include in its findings of fact and conclusions of law supporting the decision. The arbitrator’s decision shall be conclusive and binding, and it may be confirmed thereafter as a judgment by the courts of the state in which the Premises are located. The validity and enforceability of the arbitrator’s decision is to be determined exclusively by the courts of the state in which the Premises are located pursuant to the provisions of this Section. Each party shall bear their own attorneys’ fees and costs, and each party shall bear one-half of the cost of the arbitration proceeding and the arbitrator’s fees. The arbitrator shall have discretion to allocate in its decision the costs of the arbitration, arbitrator’s fees or the attorneys’ fees and costs in connection with a decision. The arbitration pursuant to this Section shall be conducted in county in which the Premises are located. Any party may be represented by counsel or other authorized representative.

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

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

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

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

Landlord Default. If (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) s▇▇ 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 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 ▇▇▇▇▇▇’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 ▇▇▇▇▇▇’s claim for payment with respect to the matter expenses incurred (and paid) by ▇▇▇▇▇▇. If Landlord refuses or fails to repay such amount within the thirty (30)-day time period provided above, ▇▇▇▇▇▇’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 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 anyexcept as otherwise provided in Sections 7.3.2, under any agreement affecting the Leased Property7.3.3 and 7.3.4, the performance of which is not above, Tenant’s obligation pursuant to this Agreement, sole and exclusive remedies for any such default failure shall continue be an action for money damages, specific performance and/or injunctive relief (Tenant hereby waiving the benefit of any laws granting Tenant a period lien upon the property of thirty (30) days after Notice thereof from Tenant Landlord and/or upon rental due to Landlord or granting Tenant a right to terminate this Lease upon a default by Landlord); provided, however, that Landlord shall not be in default hereunder (and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for pursue any such defaultclaim for damages in connection with any such failure) unless and until Tenant shall have delivered to Landlord a written notice specifying such default with particularity, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall thereafter have no failed to cure such default within thirty (30) days (or, if the nature of Landlord’s obligation with respect thereto until final adverse determination thereof. If Tenant and is such that more than thirty (30) days are reasonably required for its performance, then not unless Landlord shall failhave failed to commence such performance of such cure within such thirty (30) day period and thereafter diligently pursue the same to completion within sixty (60) days). In the event Landlord’s failure to perform an obligation of Landlord to be performed under this Lease materially adversely affects Tenant’s use of the Tenant Space for the Permitted Use, in good faith, Landlord shall commence to resolve any cure such dispute default within ten (10) business days following receipt of written notice from Tenant of such default, and in the event of an emergency, shall commence to cure such default within twenty-four (24) hours following receipt of written notice from Tenant of such default, and shall diligently pursue the curing thereof to completion. Unless and until Landlord shall have so failed to so cure any such failure after Landlordsuch notice, Tenant shall not have any remedy or cause of action by reason thereof, except as otherwise provided in Sections 7.3.2, 7.3.3 and 7.3.4, above. Except as expressly set forth in this Lease, in no event shall Tenant have the right to terminate the Lease nor shall Tenant’s Notice obligation to pay Base Rent or other charges under this Lease ▇▇▇▇▇ based upon any default by Landlord of dispute, either may submit its obligations under the matter for resolution in accordance with Article 22Lease.

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

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

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

Landlord Default. In addition to all other remedies available to Tenant under this Lease or at law or in equity, Tenant shall have the right, but not the obligation, to perform an obligation that Landlord is otherwise required to perform under this Lease (the "Right of Self Help") under the circumstances set forth below: (a) If Landlord shall default in the performance fails to commence or observance of any of its covenants or obligations set forth in to diligently perform such obligation as and when 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 AgreementLease, and any such default shall continue failure continues for a period of thirty (30) days after Notice thereof written notice from Tenant to Landlord and any applicable Facility Mortgagee, or of such additional period as may be failure (but if more than thirty (30) days are reasonably required to correct cure, Landlord will be deemed to have cured if it promptly begins to cure within the same30-day period and then diligently completes the cure as soon as reasonably possible), and Tenant may declare the occurrence of a “Landlord Default” by a second Notice provides an additional notice to Landlord and Landlord's Mortgagee that it intends to perform such Facility Mortgagee. Thereafterobligation, and thereafter Landlord and Landlord Mortgagee fail to commence such cure within five (5) days after receiving Tenant's notice of its intention to so perform or thereafter fails to diligently pursue such cure to completion. (b) If the failure to perform such obligation would result in an emergency condition if not remedied promptly (i.e., an imminent and substantial risk of significant additional property damage, or personal injury or death) and Landlord fails to commence to perform such obligation within twenty-four (24) hours after receiving Tenant's notice of such emergency condition (and in such case Tenant shall exercise its Right of Self Help only if and to the extent reasonably necessary to remedy the emergency condition, and as soon as there no longer is an emergency condition, Tenant may forthwith cure shall not have the same and, subject right to continue to exercise the provisions Right of the following paragraph, invoice Landlord for costs and expenses Self Help pursuant to this Subsection (including ii)). The reasonable attorneys’ fees and court costs) cost incurred by Tenant in curing the same, together with interest thereon (performing Landlord's obligations hereunder shall be payable from Landlord to the extent permitted by law) from the date Landlord receives Tenant upon 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's written demand therefor. 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 fails 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 reimburse Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Tenant's demand for the reasonable cost of performing Landlord’s Notice 's obligation or if any other monetary obligation from Landlord to Tenant remains unpaid after the date payment of disputesuch obligation is due, either may submit then Tenant shall have the matter right to deduct any such amounts owing from Landlord, plus interest thereon at the rate of interest described in Section 22.4 above, from base rent or other charges due or to become due Landlord under this Lease. If Tenant has not received or received credit for resolution all such amounts and interest thereon at the expiration of the term of this Lease, Tenant may, at its option, extend the term of this Lease on the same terms and conditions then in accordance with Article 22effect until all such amounts and interest thereon are fully paid by application of all base rent and other charges accruing during such extended term.

Landlord Default. If A breach of this Lease by Landlord shall default in the performance or observance of exist if any of its covenants the following events (individually an “Event of Default” and collectively “Events of Default”) shall occur: (a) Landlord shall have failed to perform any term, covenant, or obligations set forth in condition of this Agreement or any obligation of Lease to be performed by Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant and Landlord shall have failed to this Agreement, and any such default shall continue for a period of cure same within thirty (30) days after Notice thereof written notice from Tenant Tenant, delivered in accordance with the provisions of this Lease, where such failure could reasonably be cured within said thirty (30) day period (subject 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 “Force Majeure Event); provided, however, that where such failure could not reasonably be cured within said thirty (30) day period, that Landlord Default” by a second Notice shall not be in default unless it has failed to Landlord promptly commence and thereafter be continuing to make diligent and reasonable efforts to cure such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, failure as soon as practicable and in no event later than one hundred eighty (180) days (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 extension based on the occurrence of any a Force Majeure Event). (b) The appointment of a receiver or filing of bankruptcy by or against Landlord Default and Landlord, before the expiration to take possession of the applicable cure periodPremises and/or Improvements or of Tenant’s Estate or of Tenant’s operations for any reason if not discharged within ninety (90) days of such appointment, shall give Notice thereof including but not limited to, assignment for the benefit of creditors or voluntary or involuntary bankruptcy proceedings, but not including receivership (i) pursuant to administration of the estate of any deceased or incompetent Landlord or of any deceased or incompetent individual partner of Landlord or (ii) instituted by Tenant, setting forththe event of default being not the appointment of a receiver at Tenant’s instance but the event justifying the receivership, in reasonable detailif any; or. (c) An assignment by Landlord for the benefit of creditors or the filing of a voluntary or involuntary petition by or against Landlord under any law for the purpose of adjudicating Landlord as bankrupt; or for extending time for payment, adjustment or satisfaction of Landlord’s liabilities to creditors generally; or for reorganization, dissolution, or arrangement on account of or to prevent bankruptcy or insolvency; unless the basis thereforassignment or proceeding, 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 all consequent orders, adjudications, custodies, and Landlord shall failsupervisions are dismissed, in good faithvacated, to resolve any such dispute or otherwise permanently stayed or terminated within ten ninety (1090) days after Landlord’s Notice of disputethe assignment, either may submit the matter for resolution in accordance with Article 22filing, or other initial event.