Common use of Landlord’s Default Clause in Contracts

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement, and any such default shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and thirty (30) days after Notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaults, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases 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; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) years.

Landlord’s Default. Subject In the event that LANDLORD shall fail to Landlord's right perform any obligation required to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall default in the performance or observance of any of its covenants or obligations be performed by it as set forth in this AgreementLEASE, and any such default failure shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and thirty (30) days after receipt of written notice from TENANT specifying such failure, then LANDLORD shall be in default hereunder, provided 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 same to completion. In the event that LANDLORD shall be in default under the terms of this LEASE, then TENANT shall have the right, in addition to any other remedies it may have at law or in equity, to (i) remedy LANDLORD’s default and deduct from the next payments of rent due under the LEASE any amounts incurred by TENANT in so remedying LANDLORD’s default, and (ii) such other remedies as may be permitted at law or in equity. All notices which are prerequisite of any default sent to LANDLORD pursuant to the terms of this LEASE shall contain the words “Notice thereof of Default” in the “Re:” line of the letter, and shall note within the text of the letter that TENANT has rights to offset the rent, so that it is clear it is a notice of default and that TENANT may offset the rent. Subject to satisfaction of the provisions of Section 11.01 with respect to TENANT’s receipt of a non-monetary defaultsdisturbance agreement from each lender, TENANT shall send copies of any notice of default to such lender(s) of which LANDLORD notifies TENANT in writing from Tenant time to Landlord andtime, subject at such addresses as LANDLORD so notifies TENANT. TENANT will accept any cure by any such lender as a cure, to the extent of such cure, of LANDLORD’s obligations under this LEASE. The rights set forth in this Section 19.3, any applicable Facility Mortgagee, or shall inure solely to the benefit of 99¢ Only Stores and only such additional period of its assignees as may be reasonably required to correct such non-monetary defaultsowned by it, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases and no rightcontrol of it, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute under the occurrence control of any Landlord Default and Landlordentity which also controls it, 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; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses or which own not less than ten (including reasonable attorneys' fees and paralegals' fees10) arising from a Landlord Default stores operated under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsname ‘99¢ Only Stores’.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b5.1.4(b), if (i) Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement, or (ii) CHLP and/or CHP shall default in its obligations under the CHLP and CHP Guaranty and any such default shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and thirty (30) days after Notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, and any applicable Facility Hotel Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaultsthe same, or if a Landlord Default (as defined therein) shall occur and be continuing under any of the Other Leases, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Hotel Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of , together with interest thereon from the fifth (5th) day after the date Landlord receives Tenant's Notice thereforinvoice, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereofRate. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases 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; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During Notwithstanding the term foregoing, the provisions of Section 14.3 shall control in the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from event of a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) years5.1.4(b).

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if 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 ten five (105) days Business Days after Notice thereof with respect to monetary defaults, defaults and thirty twenty (3020) days Business Days after Notice thereof with respect to non-monetary defaults, defaults from Tenant to Landlord and, subject to Section 19.3, and any applicable Facility Hotel Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaultsthe same, provided Landlord is proceeding with due diligence to correct the same, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving a second Notice of such declaration to Landlord and to such Facility Hotel Mortgagee. Thereafter, Tenant may (but shall have no obligation to) forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed , together with interest thereon (to Tenant as of the fifth (5thextent permitted by law) day after from the date Landlord receives Tenant's Notice thereforinvoice until paid, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on Rate, and/or offset such amounts against Additional Rent due and payable hereunder; provided, however, that, from and after the amount bankruptcy of Landlord, Tenant may offset such reimbursement from the expiration of the applicable cure period to the date of payment thereofamounts against Minimum Rent and/or Additional Rent payable hereunder. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder, as set forth in the preceding sentence. 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; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Interest Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, If Tenant and Landlord shall indemnify and hold Tenant harmless against all claimsfail, costs and expenses in good faith, to resolve any such dispute within ten (including reasonable attorneys' fees and paralegals' fees10) arising from days after Landlord's Notice of dispute, either may submit the matter for resolution to a Landlord Default under the terms and conditions court of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearscompetent jurisdiction.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b5.1.4(b), if (a) Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement, (b) CHLP and/or CHP shall default in its obligations under the CHLP and CHP Guaranty, and any such default shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and thirty (30) days after Notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, and any applicable Facility Hotel Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaultsthe same, or (c) a Landlord Default (as defined therein) shall occur and be continuing under any of the Other Leases, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Hotel Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of , together with interest thereon from the fifth (5th) day after the date Landlord receives Tenant's Notice thereforinvoice, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereofRate. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases 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; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds amounts at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During Notwithstanding the term foregoing, the provisions of Section 14.3 shall control in the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from event of a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) years5.1.4(b).

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if If Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement, Lease and any such default shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and thirty (30) days after Notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, any applicable Facility MortgageeLandlord, or such additional period as may be reasonably required to correct such non-monetary defaultsthe same provided Landlord has promptly commenced and is diligently prosecuting a cure thereof, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving a second Notice of such declaration to Landlord and to such Facility MortgageeLandlord. Thereafter, Tenant may (but shall have no obligation to) forthwith cure the same and, subject to the provisions of the following paragraphParagraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of , together with interest thereon from five (5) days following the fifth (5th) day after the date Landlord receives Tenant's Notice thereforinvoice, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereofRate. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement Lease for any default by Landlord hereunder or under the Other Leases 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 thirty (30) day 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 thereof until final adverse determination thereof; provided, however, that in the event of any such adverse determination, . Tenant and Landlord shall pay in good faith attempt to Tenant interest on any disputed funds at resolve such dispute and if they fail to do so within ten (10) days after Landlord's Notice, either may submit the Disbursement Rate, from the date demand matter for such funds was made by Tenant until the date resolution to a court of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearscompetent jurisdiction.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall not be deemed to be in breach of, or in default in the performance or observance of of, any of its covenants or obligations set forth in under this Agreement, Lease unless it shall fail to perform such obligation(s) and any such default failure shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and thirty (30) days after Notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgageedays, or such additional period time as may be is reasonably required to correct any such non-monetary defaultsbreach or default, after written notice has been given by Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgageespecifying the nature of Landlord's alleged breach or default. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement Lease for any breach or default by Landlord hereunder or under the Other Leases and no right, for any such breach or default, to offset or counterclaim against any Rent or other charges rent due hereunder. If In no event shall Landlord shall in good faith dispute the occurrence ever be liable to Tenant for any punitive damages or for any loss of business or any Landlord Default and Landlordother indirect, 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 special or consequential damages suffered by Tenant from whatever cause. Tenant further agrees that if Landlord shall have no obligation with respect thereto until final adverse determination thereof; providedfailed to cure any such breach or default within thirty (30) days of such notice to Landlord (or if such breach or default cannot be cured within said time, howeverthen within such additional time as may be necessary if within said thirty days Landlord has commenced and is diligently pursuing the remedies necessary to cure such breach or default), that in then the event holder(s) of any mortgage(s) or the lessor under any ground lease entitled to notice pursuant to Section 10.6 shall have an additional thirty (30) days within which to cure such adverse determinationbreach or default if such breach or default cannot be cured within that time, Landlord shall pay then such additional time as may be necessary, if within such thirty (30) days any such holder or lessor has commenced and is diligently pursuing the remedies necessary to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for cure such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses breach or default (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions but not limited to commencement of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the terminationforeclosure proceedings, expiration or cancellation of this Agreement for a period of five (5) yearsif necessary to effect such cure).

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if (a) Landlord shall not be deemed in default in under the performance terms of this Lease unless (i) Landlord shall fail to pay any amount payable hereunder when and as such sum becomes due and payable and such failure shall continue for more than thirty days after written notice thereof from Tenant or observance (ii) Landlord shall fail to perform its obligations under this Lease for more than thirty days after written notice of any of its covenants or obligations set forth in this Agreement, and any such default shall continue for a have been received by Landlord (except in the event of an Emergency, in which case no notice or cure period of ten (10) days after Notice thereof with respect to monetary defaultsshall be required), and thirty (30) days after Notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaults, Tenant may declare provided that if the occurrence of a "Landlord Default" under this Agreement by giving Notice curing of such declaration default reasonably requires in excess of thirty days (except in the case of an Emergency), Landlord shall not be deemed in default hereunder if it shall commence to Landlord cure such default within such thirty day period and to thereafter diligently prosecutes such Facility Mortgagee. Thereaftercure, then Tenant may (but shall have no obligation to) cure the same and, subject its rights and remedies provided at law and in equity and pursuant to the provisions of this Lease. In addition and notwithstanding the following paragraphforegoing or anything else to the contrary contained in this Lease, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If if any such costs default materially and expenses have not been reimbursed to Tenant as adversely affects Tenant’s use of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contraryPremises then, Tenant shall have no the right but not the obligation to terminate this Agreement cure or correct said default provided Tenant shall give Landlord five days’ prior written notice of its intention to cure or correct the Landlord default (and for any default by defaults for which Landlord hereunder or under the Other Leases 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 is provided a five day cure period, shall give Notice thereof Landlord has failed to Tenant, setting forth, cure said default within such five day cure period) except in an Emergency when only reasonable detail, the basis therefor, no Landlord Default shall notice will be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) years.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if If Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement, Agreement and any such default shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and thirty (30) days after Notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaultsthe same, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving a second Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of , together with interest thereon from the fifth (5th) day after the date Landlord receives Tenant's Notice thereforinvoice, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereofRate. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases 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; provided. If Tenant and Landlord shall fail, howeverin good faith, that in the event of to resolve any such adverse determinationdispute within ten (10) days after Landlord's Notice of dispute, Landlord shall pay either may submit the matter for resolution to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date a court of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearscompetent jurisdiction.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if (a) Landlord shall not be deemed in default in under the performance or observance terms of this Lease unless (i) Landlord shall fail to pay any of its covenants or obligations set forth in this Agreement, amount payable hereunder when and any as such default sum becomes due and payable and such failure shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and more than thirty (30) days after Notice written notice thereof with respect to non-monetary defaults, from Tenant or (ii) Landlord shall fail to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaults, Tenant may declare the occurrence of a "Landlord Default" perform its obligations under this Agreement by giving Notice Lease for more than thirty (30) days after written notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but default shall have been received by Landlord (except in the event of an Emergency, in which case no obligation tonotice or cure period shall be required), provided that if the curing of such default reasonably requires in excess of thirty (30) days (except in the case of an Emergency), Landlord shall not be deemed in default hereunder if it shall commence to cure the same andsuch default within such thirty (30) day period and thereafter diligently prosecutes such cure, subject then Tenant shall have its rights and remedies provided at law and in equity and pursuant to the provisions of this Lease. In addition and notwithstanding the following paragraphforegoing or anything else to the contrary contained in this Lease, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If if any such costs default materially and expenses have not been reimbursed to Tenant as adversely affects Tenant’s use of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contraryPremises then, Tenant shall have no the right but not the obligation to terminate this Agreement for any cure or correct said default by Landlord hereunder or under the Other Leases 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, provided Tenant 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; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsdays’ prior written notice of its intention to cure or correct the Landlord default (and for defaults for which Landlord is provided a five (5) day cure period, Landlord has failed to cure said default within such five (5) day cure period) except in an Emergency when only reasonable notice will be provided.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall not be deemed to be in default in the performance or observance of any of its covenants or obligations set forth in this Agreement, hereunder unless it shall fail to perform such obligations and any such default failure shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and thirty (30) days after Notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or such additional period time as may be is reasonably required to correct any such non-monetary defaults, default after written notice has been given by Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgageespecifying the nature of Landlord’s alleged default. Thereafter, Tenant may (but Landlord shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord not be liable in any event for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed incidental or consequential damages to Tenant as by reason of the fifth (5th) day after the Landlord receives Tenant's Notice thereforLandlord’s default, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereofwhether or not notice is given. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement Lease for any default by Landlord hereunder or under the Other Leases and no right, for any such default, to offset or counterclaim against any Rent or other charges rent due hereunder. Tenant may, but shall not be obligated, to cure any default by Landlord in performing an obligation or providing a service that is material and essential to Tenant’s business operations, and that is relating to the Premises and/or the building systems serving the Premises. If Tenant elects to so cure Landlord’s default, Tenant shall give at least seven (7) business days’ prior written notice to Landlord shall (the “self-help notice”), or with reasonable prior notice under the circumstances in good faith dispute an emergency, stating that Tenant is invoking its self-help rights under this Section 10.6. Tenant may take such action as is reasonable and prudent under the occurrence circumstances to remedy any uncured default of any Landlord Default and Landlord, before provided however, that Tenant shall not have the right to cure any such default (a) to the extent that Tenant’s curative actions would relate to areas outside of the Premises, or the structure of the Building, or (b) if the nature of such default or the Landlord’s inability to cure is due to circumstances generally affecting other buildings in the vicinity (such as a power outage, a water main break or inclement weather, for example). However, if at the time of Tenant’s self-help notice, Landlord has undertaken to cure the default in question and is proceeding with diligence, but has been unable to fully complete such cure by the expiration of the applicable cure period, shall give Notice thereof to seven (7) business days from 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; provided, however, that in the event of any such adverse determination’s self-help notice, Landlord shall pay be afforded a reasonable time thereafter in which to complete its curative efforts before Tenant interest on any disputed funds at may effect a cure. For the Disbursement Ratepurposes of this Section 10.6, from the date demand for such funds was made phrase “reasonable time” shall mean an additional period of time reasonably determined by Tenant until Landlord given the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term nature of the Operating Agreementdefault and the steps reasonably necessary to rectify the same. Whenever Tenant so elects to cure a default by Landlord as set forth herein, Landlord shall indemnify and hold shall, within twenty (20) days after receipt of any invoice therefor, reimburse Tenant harmless against for all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from incurred by Tenant in curing a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsdefault.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if If Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement, Agreement or if HPT shall default in its obligations under the HPT Guaranty or the Owner's Agreement and any such default shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, defaults and thirty (30) days after Notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, and any applicable Facility Hotel Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaultsthe same, or if a Landlord Default (as defined therein) shall occur and be continuing under any of the Other Leases, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Hotel Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of , together with interest thereon from the fifth (5th) day after the date Landlord receives Tenant's Notice thereforinvoice, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereofRate. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases 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; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, If Tenant and Landlord shall indemnify and hold Tenant harmless against all claimsfail, costs and expenses in good faith, to resolve any such dispute within ten (including reasonable attorneys' fees and paralegals' fees10) arising from days after Landlord's Notice of dispute, either may submit the matter for resolution to a Landlord Default under the terms and conditions court of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearscompetent jurisdiction.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall not be deemed to be in breach of, or in default in the performance or observance of of, any of its covenants or obligations set forth in under this Agreement, Lease unless it shall fail to perform such obligation(s) and any such default failure shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and thirty (30) days after Notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgageedays, or such additional period time as may be is reasonably required to correct any such non-monetary defaultsbreach or default, after written notice has been given by Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgageespecifying the nature of Landlord’s alleged breach or default. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement Lease for any breach or default by Landlord hereunder or under the Other Leases and no right, for any such breach or default, to offset or counterclaim against any Rent or other charges rent due hereunder. If In no event shall Landlord ever be liable to Tenant for any punitive damages or for any loss of business or any other indirect, special or consequential damages suffered by Tenant from whatever cause. Tenant further agrees that if Landlord shall in good faith dispute have failed to cure any such breach or default within thirty (30) days of such notice to Landlord (or if such breach or default cannot be cured within said time, then within such additional time as may be necessary if within said thirty days Landlord has commenced and is diligently pursuing the occurrence remedies necessary to cure such breach or default), then the holder(s) of any Landlord Default mortgage(s) or the lessor under any ground lease entitled to notice pursuant to Section 10.5 shall have an additional thirty (30) days within which to cure such breach or default if such breach or default cannot be cured within that time, then such additional time as may be necessary, if within such thirty (30) days any such holder or lessor has commenced and is diligently pursuing the remedies necessary to cure such breach or default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Where provision is made in this Lease for Landlord, before the expiration of the applicable cure period, ’s consent and Tenant shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred request such consent and Landlord shall have no obligation with respect thereto until final adverse determination thereoffail or refuse to give or shall delay in giving such consent, Tenant shall not be entitled to any damages and Tenant hereby waives any claim based on such failure, refusal or delay; provided, however, that provided however in the event of any such adverse determination, situation where Landlord is expressly required not to withhold its consent unreasonably Tenant shall pay (at its sole remedy) be entitled to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand bring an action for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement specific performance or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsinjunction.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b)In the case of a monetary default, if Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement, and any such default shall continue for have a period of ten (10) days after Notice thereof with respect to monetary defaults, and thirty (30) days after Notice notice thereof with respect from Tenant to cure such monetary default. In the case of a non-monetary defaultsdefault, Landlord shall commence promptly to cure such default after receipt of written notice from Tenant to specifying the nature of such default and should complete such cure within thirty (30) days thereafter, provided that if the nature of the non-monetary default is such that it cannot be cured within said thirty (30)-day period, Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or shall have such additional period time as may be reasonably required necessary to correct such non-monetary defaults, Tenant may declare the occurrence complete its performance so long as Landlord has proceeded with diligence after receipt of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay notice and continues to Tenant, a late charge computed at the Overdue Rate on the amount of proceed with diligence to cure such reimbursement from the expiration of the applicable cure period to the date of payment thereofdefault. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement Lease or to withhold or to deduct Rent as a remedy for any Landlord default hereunder; Tenant's only right shall be a claim for damages, and it is expressly agreed that any judgment for damages obtained by Tenant shall be satisfied only out of Landlord's net equity in the Shopping Center. Tenant specifically agrees to look solely to Landlord's net equity interest in the Shopping Center for recovery of any judgment from Landlord, it being specifically agreed that no constituent member, manager, shareholder, officer, director, partner, employee, agent, representative, or joint venturer of Landlord hereunder or under the Other Leases and no right, shall ever be personally liable for any such default, to offset judgment or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute for the occurrence payment of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof monetary obligation to Tenant. The provision contained in the foregoing sentence shall not limit any right that Tenant might otherwise have to obtain injunctive relief against Landlord or Landlord's successors-in-interest, setting forthor any action not involving the personal liability of Landlord (original or successor). Furthermore, except as otherwise expressly provided herein, in reasonable detail, the basis therefor, no event shall Landlord Default shall (original or successor) ever be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof; provided, however, that in the event of any such adverse determination, Landlord shall pay liable to Tenant interest on for any disputed funds at the Disbursement Rate, from the date demand for such funds was made indirect or consequential damages suffered by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearswhatever cause.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall not be deemed to be in default in the performance or observance of any of its covenants or obligations set forth in this Agreement, hereunder unless it shall fail to perform such obligations and any such default failure shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and thirty (30) days after Notice thereof with respect to non-monetary defaults, following receipt of written notice from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or such additional period time as may be is reasonably required to correct any such non-monetary defaultsdefault, or such other time as may be set forth in Section 3.2 hereof, after written notice has been given by Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgageespecifying the nature of Landlord's alleged default. Thereafter, Tenant may (but Landlord shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord not be liable in any event for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed incidental or consequential damages to Tenant as by reason of the fifth (5th) day after the any default by Landlord receives Tenant's Notice thereforhereunder, whether Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of is notified that such reimbursement from the expiration of the applicable cure period to the date of payment thereofdamages may occur. Except as otherwise expressly provided herein to the contraryset forth in Section 3.2 and Section 6.2 hereof, Tenant shall have no right to terminate this Agreement Lease for any default by Landlord hereunder or under the Other Leases and no right, for any such default, to offset or counterclaim against any Rent or other charges rent due hereunder. Notwithstanding the foregoing, if any repairs to the Premises required by this Lease, or any maintenance, cleaning, or lighting of the common areas of the Building or the Lot, are not performed by Landlord within thirty (30) days after notice from Tenant (or such longer period as may be reasonably required in the event that any such repair, maintenance, cleaning or lighting cannot be completed within said thirty (30) day period), Tenant shall have the right to perform such obligation of Landlord. If Tenant performs any such obligation of Landlord, Landlord shall in good faith dispute pay to Tenant the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice reasonable cost thereof to within thirty (30) days after notice from 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; provided, however, that in no event shall Tenant have the event right to offset or deduct the amount thereof against any payment of any rent due hereunder. If an emergency occurs where a repair is required to be done immediately in order to avoid imminent danger to persons or material damage to the Premises, Tenant shall have the right to self-help consistent with the immediately preceding paragraph of this Section 10.7 after giving Landlord only such adverse determinationnotice as is reasonable under the circumstances, provided, however, that formal notice shall be promptly given thereafter. However, the right of self-help afforded to Tenant in this Section 10.7 shall be carefully and judiciously exercised by Tenant, it being understood and agreed that except in the case of an emergency, Landlord shall pay be given sufficient opportunity to Tenant interest on take the action required of Landlord to avoid such default, in order to avoid any disputed funds at conflict with respect to whether self-help should have been availed of by Tenant, or with respect to the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term reasonableness of the Operating Agreementexpenses incurred by Tenant. Subject to the foregoing provisions of this Section 10.7, Landlord shall indemnify and hold Tenant harmless against all claimsagrees to pay on demand Tenant's expenses, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a , incurred by Tenant in enforcing any obligation of Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement Lease or a breach in curing any default by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsLandlord.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if 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 ten (10) days after Notice thereof with respect to monetary defaults, defaults and thirty (30) days after Notice thereof with respect to non-monetary defaults, defaults from Tenant to Landlord and, subject to Section 19.3, and any applicable Facility Hotel Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaultsthe same, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving a second Notice of such declaration to Landlord and to such Facility Hotel Mortgagee. Thereafter, Tenant may (but shall have no obligation to) forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed , together with interest thereon (to Tenant as of the fifth (5thextent permitted by law) day after from the date Landlord receives Tenant's Notice thereforinvoice, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereofRate. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases 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; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Interest Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, If Tenant and Landlord shall indemnify and hold Tenant harmless against all claimsfail, costs and expenses in good faith, to resolve any such dispute within ten (including reasonable attorneys' fees and paralegals' fees10) arising from days after Landlord's Notice of dispute, either may submit the matter for resolution to a Landlord Default under the terms and conditions court of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearscompetent jurisdiction.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if If Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement, Lease and any such default shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and thirty (30) days after Notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgageewritten notice thereof, or such additional period as may be reasonably required to correct the same (except if such non-monetary defaultsdefault shall constitute an immediate threat to life or property, five (5) Business Days) Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration a second notice to Landlord and to such Facility MortgageeLandlord. Thereafter, Tenant may (but shall have no obligation to) forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of , together with interest from the fifth (5th) day after the date Landlord receives Tenant's Notice thereforinvoice, Landlord shall pay to Tenant, at a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period rate equal to the date of payment thereofBase Rate. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement Lease for any default by Landlord hereunder or under the Other Leases and no right, for any such default, to offset or counterclaim against any Rent 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 written 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; provided, however, that in the event of any such adverse determination, . If Tenant and Landlord shall pay fail, in good faith, to Tenant interest on any disputed funds at resolve the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of dispute within five (5) yearsdays after Landlord's notice of dispute, either may submit the matter to arbitration for resolution in accordance with the commercial arbitration rules of the American Arbitration Association. Such arbitration shall be final and binding on Landlord and Tenant and judgment thereon may be entered into any court of competent jurisdiction. Within five (5) days after submission to arbitration, Landlord and Tenant shall submit all information required for such arbitration and shall take all other actions required for such arbitration to proceed and the arbitrators shall be instructed to render a determination as soon as possible and in any event not later than thirty (30) days after submission.

Landlord’s Default. Subject Landlord will not be in default under this Lease unless Landlord breaches or fails to perform any of Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall default in obligations under this Lease and the performance breach or observance of any of its covenants or obligations set forth in this Agreement, and any such default shall continue failure continues for a period of ten (10) days after Notice thereof with respect to monetary defaults, and thirty (30) days after Notice thereof with respect Tenant notifies Landlord in writing of Landlord's breach or failure; provided that if Landlord is not able through the use of commercially reasonable efforts to non-monetary defaultscure the breach or failure within such thirty (30) day period, from Tenant Landlord's breach or failure is not a default as long as Landlord commences to cure its breach or failure within the thirty (30) day period and thereafter diligently pursues the cure to completion. In addition, Landlord andshall be in default under this Lease if Landlord fails to perform its obligation in Section 7.01, subject only to notice and cure requirements provided therein. If Landlord shall fail to perform any of its obligations under this Lease and if Tenant shall, as a consequence thereof, recover a money judgment against Landlord, Tenant agrees that it shall look solely to Landlord's right, title and interest in and to the Building and all proceeds therefrom for the collection of such judgment; and Tenant further agrees that no other assets of Landlord shall be subject to levy, execution or other process for the satisfaction of Tenant's judgment and that Landlord shall not be liable for any deficiency. Except for the specific remedies provided for in Section 19.311.02, neither party will be liable to the other for any applicable Facility Mortgageelost profits, lost economic opportunities or any form of consequential, special, or such additional punitive damages as the result of any actual or alleged breach or default by Landlord or Tenant, as applicable, hereunder. In the event Landlord defaults hereunder which default is not cured within the applicable grace period and Tenant elects to pursue its remedies as may be reasonably required to correct such non-monetary defaults, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice thereforprovided above, Landlord shall pay to Tenant, a late charge computed at ’s reasonable attorneys’ fees incurred in enforcing the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period foregoing remedies to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, extent Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases 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; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) years.prevails

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if If Landlord shall default in the performance violate, neglect or observance of fail to perform or observe any of its covenants the representations, covenants, provisions, or obligations set forth conditions contained in this AgreementLease on its part to be performed or observed, and any such which default shall continue continues for a period of ten (10) days after Notice thereof with respect to monetary defaults, and more than thirty (30) days after Notice thereof with respect to non-monetary defaults, receipt of written notice from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or specifying such additional period as may be reasonably required to correct such non-monetary defaults, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may default (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases 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; provided, however, such period shall be limited to two (2) business days with respect to a default under Section 31.17(c)), or if such default is of a nature to require more than thirty (30) days for remedy and continues beyond the time reasonably necessary to cure (provided Landlord must have undertaken procedures to cure the default within such thirty (30) day period and thereafter diligently pursues such efforts to cure to completion, provided that in the event of any such adverse determination, Landlord shall pay not have such additional period to cure with respect to default under Section 31.17(c)), Tenant, at its option (in addition to all other rights and remedies provided Tenant interest on at law, in equity or hereunder), upon further written notice to Landlord of Tenant’s intention to exercise any disputed funds at remedy hereunder, which shall provide Landlord with an additional ten (10) days cure period thereafter (provided that Landlord shall not have such additional period to cure with respect to default under Section 31.17(c)), may either terminate this Lease upon written notice thereof given to Landlord, or incur any reasonable expense necessary to perform the Disbursement Rateobligation of Landlord specified in such notice and xxxx Landlord for the costs thereof. If Landlord fails to reimburse Tenant for such reasonable costs within thirty (30) days after Landlord’s receipt of such xxxx, Tenant may deduct such costs from the date demand for next due installments of Monthly Base Rent, until such funds was made costs are recouped by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsTenant.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall in no event be in default in the performance or observance of any of its covenants or Landlord’s obligations set forth in under this Agreement, Lease unless and any until Landlord shall have failed to perform such default shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and obligation within thirty (30) days after Notice thereof with respect to non-monetary defaults, from notice by Tenant to Landlord and, subject (“Tenant’s Default Notice”) specifying the manner in which Landlord has failed to Section 19.3, any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaults, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If perform any such costs obligation (provided that if correction of any such matter reasonably requires longer than thirty (30) days and expenses have not been reimbursed to Landlord so notifies Tenant as of the fifth within thirty (5th30) day days after the Landlord receives such Tenant's ’s Default Notice thereforis given, Landlord shall pay be allowed such longer period, but only if cure is begun within such 30-day period and thereafter diligently prosecuted to Tenant, a late charge computed at completion). In the Overdue Rate on the amount event of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contraryany default by Landlord hereunder, Tenant shall have no right to terminate this Agreement for perform such Landlord obligation and recover from Landlord any default by Landlord hereunder costs so incurred, or under (except as expressly otherwise provided in Section 6.03 above) to xxxxx or withhold Rent, but Tenant shall have the Other Leases 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; provided, however, that in the event of a default by Landlord hereunder, to commence and to prosecute an independent proceeding against Landlord for the recovery of damages or for equitable relief. This Lease shall be construed as though Landlord’s and Tenant’s covenants contained herein are independent and not dependent, and Tenant hereby waives the benefit of any such adverse determination, statute or judicial law to the contrary. In no event shall Landlord shall pay ever be liable to Tenant interest on for any disputed funds at the Disbursement Rateindirect, from the date demand for such funds was made by Tenant until the date of final adverse determination andspecial, thereafterconsequential, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearspunitive damages.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall not be deemed to be in breach of, or in default in the performance or observance of of, any of its covenants or obligations set forth in under this Agreement, Lease unless it shall fail to perform such obligation(s) and any such default failure shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and thirty (30) days after Notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgageedays, or such additional period time as may be is reasonably required to correct any such non-monetary defaultsbreach or default, after written notice has been given by Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but specifying the nature of Landlord’s alleged default provided Landlord shall have no obligation to) commenced a cure the same and, subject within such thirty-day period after Tenant’s notice and Landlord is diligently pursuing such cure to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the samecompletion. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement Lease for any breach or default by Landlord hereunder or under the Other Leases and no right, for any such breach or default, to offset or counterclaim against any Rent or other charges rent due hereunder. If In no event shall Landlord shall in good faith dispute the occurrence ever be liable to Tenant for any punitive damages or for any loss of business or any Landlord Default and Landlordother indirect, 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 special or consequential damages suffered by Tenant from whatever cause. Tenant further agrees that if Landlord shall have no obligation with respect thereto until final adverse determination thereof; providedfailed to cure any such breach or default within thirty (30) days of such notice to Landlord (or if such breach or default cannot be cured within said time, howeverthen within such additional time as may be necessary if within said thirty days Landlord has commenced and is diligently pursuing the remedies necessary to cure such breach or default), that in then the event holder(s) of any mortgage(s) or the lessor under any ground lease entitled to notice pursuant to Section 10.6 shall have an additional thirty (30) days within which to cure such adverse determinationbreach or default if such breach or default cannot be cured within that time, Landlord shall pay then such additional time as may be necessary, if within such thirty (30) days any such holder or lessor has commenced and is diligently pursuing the remedies necessary to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for cure such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses breach or default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). If, Tenant shall commence an action or proceeding against Landlord to enforce an obligation of Landlord under this Lease and Tenant shall obtain a final non-appealable judgment against Landlord in such proceeding after all appeals, Tenant shall be entitled to receive, in addition to any damages or other relief awarded, reasonable attorneys' attorneys fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearscourt costs.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if 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 ten (10) days after Notice thereof with respect to monetary defaults, defaults and thirty (30) days after Notice thereof with respect to non-monetary defaults, defaults from Tenant to Landlord and, subject to Section 19.3, and any applicable Facility Hotel Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaultsthe same, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving a second Notice of such declaration to Landlord and to such Facility Hotel Mortgagee. ---------------- Thereafter, Tenant may (but shall have no obligation to) forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of , together with interest thereon from the fifth (5th) day after the date Landlord receives Tenant's Notice thereforinvoice, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereofRate. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases 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; provided, however, that in the event of any such adverse determination, -------- ------- Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Interest Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, If Tenant and Landlord shall indemnify and hold Tenant harmless against all claimsfail, costs and expenses in good faith, to resolve any such dispute within ten (including reasonable attorneys' fees and paralegals' fees10) arising from days after Landlord's Notice of dispute, either may submit the matter for resolution to a Landlord Default under the terms and conditions court of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearscompetent jurisdiction.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b5.1.4(b), if (i) Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement, or (ii) CHCLP and/or CHCP shall default in its obligations under the CHCLP and CHCP Guaranty and any such default shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and thirty (30) days after Notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaultsthe same, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of , together with interest thereon from the fifth (5th) day after the date Landlord receives Tenant's Notice thereforinvoice, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereofRate. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases 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; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During Notwithstanding the term foregoing, the provisions of Section 14.3 shall control in the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from event of a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) years5.1.4(b).

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall not be deemed to be in default in the performance or observance of any of its covenants or obligations set forth obligation required to be performed by it hereunder unless and until it has failed to perform such obligation within a reasonable time but in this Agreement, and any such default shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and no event longer than thirty (30) days after Notice thereof with respect to non-monetary defaults, from receipt of written notice by Tenant to Landlord andspecifying the nature of such default; provided, subject 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 to Section 19.3be in default if it shall commence such performance within such thirty (30) day period and thereafter diligently prosecute the same to completion. If Landlord is in default pursuant to this Paragraph 25.3, any applicable Facility Mortgageethen Tenant may proceed to take the required action to cure such default upon delivery of an additional five (5) days’ notice (“Self-Help Notice”) to Landlord specifying that Tenant is taking such required action (provided, or however, that such additional notice shall not be required in the event of an emergency). If such required action is not taken by Landlord within said 5-day period as may be reasonably (or immediate action is required to correct be taken in the event of an emergency), then Tenant shall be entitled to take such non-monetary defaults, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord required action and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice receive reimbursement from Landlord for all reasonable and actual out-of-pocket costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing connection with such required action, plus interest on all such costs at the sameInterest Rate (which out-of-pocket costs, plus interest, are referred to herein as the “Reimbursement Amount”). Promptly following completion of the required action completed by Tenant pursuant to the terms of this Paragraph 25.3, Tenant shall deliver to Landlord a detailed statement of the required action taken (including a detailed schedule of Tenant’s costs of taking such action which Tenant claims should have been taken by Landlord), the materials used, and all invoices evidencing the cost of the required action, together with proof of payment by Tenant. If any Landlord fails to pay Tenant such Reimbursement Amount within thirty (30) days after Landlord’s receipt of such statement from Tenant, then Tenant shall be entitled to offset such Reimbursement Amount against up to fifty percent (50%) of the next installment(s) of Monthly Base Rent next due under this Lease until Tenant is reimbursed for the full Reimbursement Amount, provided that if the offset rate of fifty percent (50%) of Monthly Base Rent is not sufficient to reimburse Tenant for the Reimbursement Amount by the end of the then-current Term, then such offset rate shall increase proportionally to the extent required to fully reimburse Tenant for such costs and expenses have not been reimbursed via offset by the end of the then-current Term. Notwithstanding the foregoing, if Landlord delivers to Tenant within ten (10) business days after receipt of Tenant’s invoice, a written objection to the payment of such invoice (i) setting forth with reasonable particularity Landlord’s reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges claimed as of the fifth a Reimbursement Amount are unreasonably excessive (5th) day after the Landlord receives Tenant's Notice therefor, in which case Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from it contends would not have been unreasonably excessive), and (ii) requesting the expiration submission of the dispute to binding arbitration in accordance with the Expedited Arbitration Procedures identified in Paragraph 22.1, then Tenant shall not have any right to offset against Monthly Base Rent due under this Lease unless and until the arbitrator determines that Tenant has the right to exercise such rights. Notwithstanding the foregoing, in the event that Tenant is prevented from issuing a Self-Help Notice or any other statement to Landlord or an arbitration is otherwise prevented under this Paragraph 25.3 because of the existence of the automatic stay under applicable cure period to bankruptcy Law in connection with a bankruptcy filing by Landlord, then notwithstanding the date of payment thereof. Except as otherwise expressly provided herein foregoing provisions to the contrary, Tenant shall have no the right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases and no right, for any such default, proceed to offset or counterclaim the Reimbursement Amount against any Monthly Base Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made payable by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsLease without proceeding to arbitration.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if If Landlord shall default in the performance violate, neglect or observance of fail to perform or observe any of its covenants the representations, covenants, provisions, or obligations set forth conditions contained in this AgreementLease on its part to be performed or observed, and any such which default shall continue continues for a period of ten (10) days after Notice thereof with respect to monetary defaults, and more than thirty (30) days after Notice thereof with respect to non-monetary defaults, receipt of written notice from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or specifying such additional period as may be reasonably required to correct such non-monetary defaults, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may default (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases 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; provided, however, such period shall be limited to two (2) business days with respect to a default under Section 31.17(g)), or if such default is of a nature to require more than thirty (30) days for remedy and continues beyond the time reasonably necessary to cure (provided Landlord must have undertaken procedures to cure the default within such thirty (30) day period and thereafter diligently pursues such efforts to cure to completion, provided that in the event of any such adverse determination, Landlord shall pay not have such additional period to cure with respect to default under Section 31.17(g)), Tenant, at its option (in addition to all other rights and remedies provided Tenant interest on at law, in equity or hereunder), upon further written notice to Landlord of Tenant’s intention to exercise any disputed funds at remedy hereunder, which shall provide Landlord with an additional ten (10) days cure period thereafter (provided that Landlord shall not have such additional period to cure with respect to default under Section 31.17(g)), may either terminate this Lease upon written notice thereof given to Landlord, or incur any reasonable expense necessary to perform the Disbursement Rateobligation of Landlord specified in such notice and xxxx Landlord for the costs thereof. If Landlord fails to reimburse Tenant for such reasonable costs within thirty (30) days after Landlord’s receipt of such xxxx, Tenant may deduct such costs from the date demand for next due installments of Monthly Base Rent, until such funds was made costs are recouped by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsTenant.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if If Landlord shall default in the performance or observance of any of its covenants or obligations set forth in under this AgreementLease, and any such default shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and thirty (30) days after Notice thereof with respect to non-monetary defaults, notice from Tenant specifying Landlord's default (except that if such default cannot be cured within said thirty [30] day period, this period shall be extended for a reasonable additional time, provided that Landlord commences to Landlord and, subject cure such default within the thirty [30] day and proceeds diligently thereafter to Section 19.3, any applicable Facility Mortgagee, or affect such additional period as may be reasonably required to correct such non-monetary defaultscure), Tenant may declare the occurrence may, without prejudice to any of a "Landlord Default" its other rights under this Agreement Lease, correct or cure such default by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs the cost and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the sametherefor, and Landlord shall reimburse Tenant within thirty (30) days following receipt of such invoice. If any Landlord shall fail to reimburse Tenant for such costs cost and expenses have not been reimbursed to Tenant as of the fifth within such thirty (5th30) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contraryperiod, Tenant shall have no the right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases deduct such cost and no right, for any such default, to offset or counterclaim against any Rent or other charges expenses from Base Rental thereafter 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; provided, however, that in the event Landlord notifies Tenant that it disputes the existence of any such adverse default, during the pendency of such dispute, Tenant may pay the amount in dispute to an independent escrow agent of its choice to be held by the agent pending resolution of the dispute. Tenant shall not be deemed to be in default hereunder by reason of such payment until the dispute is resolved in favor of Landlord and Tenant fails to cause the agent to pay the amount determined to be payable to Landlord within ten (10) days after Tenant is notified of the determination, . Tenant and Landlord shall pay negotiate in good faith to Tenant interest on any disputed funds at resolve the Disbursement Rate, from the date demand for such funds was made dispute by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsagreement.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall not be deemed to be in default in the performance or observance of any of its covenants or obligations set forth in this Agreement, hereunder unless it shall fail to perform such obligations and any such default failure shall continue for a period of ten (10) 30 days after Notice thereof with respect to monetary defaults, and thirty (30) days after Notice thereof with respect to non-monetary defaults, following receipt of notice from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or such additional period time as may be is reasonably required to correct any such non-monetary defaults, default after notice has been given by Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgageespecifying the nature of Landlord's alleged default. Thereafter, Tenant may (but Landlord shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord not be liable in any event for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed incidental or consequential damages to Tenant as by reason of the fifth (5th) day after the any default by Landlord receives Tenant's Notice thereforhereunder, whether or not Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of is notified that such reimbursement from the expiration of the applicable cure period to the date of payment thereofdamages may occur. Except as otherwise expressly provided herein to the contraryset forth in Section 3.2 and Section 6.2 hereof, Tenant shall have no right to terminate this Agreement Lease for any default by Landlord hereunder or under the Other Leases and no right, for any such default, to offset or counterclaim against any Rent or other charges rent due hereunder. Notwithstanding the foregoing, if any repairs to the Premises required by this Lease or any maintenance, cleaning, or lighting of the common areas of the Building or the Lot, are not performed by Landlord within thirty (30) days after notice from Tenant (or such longer period as may be reasonably required in the event that any such repair, maintenance, cleaning or lighting cannot be completed within said thirty (30) day period), Tenant shall have the right to perform such obligation of Landlord. If Tenant performs any such obligation of Landlord, Landlord shall in good faith dispute pay to Tenant the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice reasonable cost thereof to within thirty (30) days after notice from 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; provided, however, that in no event shall Tenant have the event right to offset or deduct the amount thereof against any payment of any rent due hereunder. If an emergency occurs where a repair is required to be done immediately in order to avoid imminent danger to persons or material damage to the Premises, Tenant shall have the right to self-help consistent with the immediately preceding grammatical paragraph of this Section 10.7 after giving Landlord only such adverse determinationnotice as is reasonable under the circumstances, provided, however, that formal notice shall be promptly given thereafter. However, the right of self-help afforded to Tenant in this Section 10.7 shall be carefully and judiciously exercised by Tenant, it being understood and agreed that except in the case of an emergency, Landlord shall pay be given sufficient opportunity to Tenant interest on take the action required of Landlord to avoid such default, in order to avoid any disputed funds at conflict with respect to whether or not self-help should have been availed of by Tenant, or with respect to the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term reasonableness of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach incurred by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsTenant.

Landlord’s Default. Subject to Landlord's right to dispute its obligation obligations in accordance with Section 5.1.5(b)the terms of this Agreement, if Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement, Agreement and any such default shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and thirty (30) days after Notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, and any applicable Hotel Mortgagee (subject to Section 19.320.3 hereof and provided, any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct that if such non-monetary defaultsdefault is susceptible of cure, but such cure cannot be accomplished with diligence and continuous efforts within such period of time, and, if in addition, Landlord commences to cure or cause to be cured such default within such period of time and thereafter prosecutes the curing of such default with diligence and continuous efforts, such period of time shall be extended to such period of time as may be necessary to cure such default with diligence and continuous efforts not to exceed, however, an additional ninety (90) days, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Hotel Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of , together with interest thereon from the fifth (5th) day after the date Landlord receives Tenant's Notice thereforinvoice, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereofRate. Except as otherwise expressly provided herein in this Agreement to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases and no right, for any such default, to offset or counterclaim against any Rent rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default 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 thereofthereof by arbitration as contemplated in ARTICLE 19 hereof; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds fine at the Disbursement Rate, Rate from the date demand for of such funds was is made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) years.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if In the event of any default by Landlord shall default in the performance or observance of any of its covenants or Landlord’s obligations set forth in contained within this Agreement, Lease and any provided such default is not caused by or in any manner contributed to by Tenant’s default hereunder and provided such default materially and adversely interferes with the conduct of Tenant’s business, Tenant shall continue for a period of ten provide Landlord with written notice specifying such default with particularity. Landlord shall have fifteen (1015) days after Notice from the date of receipt of Tenant’s default notice (or such longer period as may be required in the exercise of due diligence in good faith) in which to cure such default. If Landlord fails to cure such default within such period, Tenant shall have the right (but not the obligation) upon fifteen (15) days’ additional notice, to remedy Landlord’s default and Landlord shall reimburse Tenant for the reasonable and actual cost thereof with respect to monetary defaults, and within thirty (30) days after Notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaults, Tenant may declare the occurrence of a "Landlord Default" under this Agreement written demand by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases 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; provided, however, that in the event of any such adverse determination, Landlord shall pay Landlord’s obligation to reimburse Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereaftershall, at Landlord’s option, be subject to arbitration as hereafter provided. All disputes arising under this Paragraph 16 shall be subject to resolution by arbitration before the Overdue Rate until paidAmerican Arbitration Association under the commercial rules thereof. During Any arbitration hereunder shall be binding on the term parties hereto and shall only be utilized with respect to reimbursement claims of Tenant resulting from alleged Landlord defaults under Paragraph 16 hereof. Each party shall be responsible for its own costs associated with such arbitration and the parties shall share the costs of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsarbitrator.

Landlord’s Default. Subject If Landlord defaults under this Lease, Tenant will give Landlord written notice specifying such default with particularity, and Landlord shall thereupon have thirty (30) days in which to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b)cure any such default; provided, however, if Landlord commences such cure within such 30-day period and diligently pursues such cure, Landlord may have such additional time as may be reasonably necessary to effect such cure. Unless and until Landlord fails to so cure any default after such notice, Tenant shall default not have any remedy or cause of action by reason thereof; provided, however, in the performance event of a bona fide emergency to person or observance of any of its covenants or obligations set forth in this Agreementproperty, and any Tenant may cure such default shall continue and receive reimbursement for a period of ten (10) days after Notice thereof with respect to monetary defaults, and Tenant’s reasonable third-party costs in affecting such cure within thirty (30) days after Notice thereof invoice. All obligations of Landlord hereunder will be construed as covenants, not conditions. In no event shall Landlord be liable for consequential, punitive, exemplary or other damages (other than actual damages only) in connection with respect this Lease. Tenant shall use commercially reasonable efforts to non-monetary defaultsmitigate damages. Landlord’s liability for failure to perform any of its obligations hereunder is hereby expressly limited to Landlord’s interest in and to the Premises. Should Landlord fail to pay any sum required to be paid by Landlord hereunder, from Tenant or fail to perform any obligation required to be performed by Landlord and, subject to Section 19.3hereunder, any applicable Facility Mortgageejudicial proceedings brought by Tenant against Landlord shall be limited to proceeding against Landlord’s rights and interest in and to the Premises, and no attachment, execution, or such additional period as may other writ or process shall be reasonably required to correct such non-monetary defaultssought, Tenant may declare the occurrence issued, or levied upon any assets, properties, or funds of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord Landlord, other than against Landlord’s interest in and to such Facility Mortgageethe Premises. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions hereby waives its statutory lien under Section 91.004 of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant Texas Property Code. Notwithstanding anything contained in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein this Lease to the contrary, Tenant shall have no right to terminate the obligations of Landlord under this Agreement for Lease (including any actual or alleged breach or default by Landlord) do not constitute personal obligations of Landlord hereunder or under the Other Leases and no rightindividual partners, directors, officers, 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 assets 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 satisfaction 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 liability with respect thereto until final adverse determination thereof; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsLease.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall not be deemed to be in default in the performance or observance of any of its covenants or obligations set forth in this Agreement, hereunder unless it shall fail to perform such obligations and any such default failure shall continue for a period of ten (10) 30 days after Notice thereof with respect to monetary defaults, and thirty (30) days after Notice thereof with respect to non-monetary defaults, following receipt of notice from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or such additional period time as may be is reasonably required to correct any such non-monetary defaults, default after notice has been given by Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgageespecifying the nature of Landlord's alleged default. Thereafter, Tenant may (but Landlord shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord not be liable in any event for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed incidental or consequential damages to Tenant as by reason of the fifth (5th) day after the any default by Landlord receives Tenant's Notice thereforhereunder, whether or not Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of is notified that such reimbursement from the expiration of the applicable cure period to the date of payment thereofdamages may occur. Except as otherwise expressly provided herein to the contraryset forth in Section 3.2 and Section 6.2 hereof, Tenant shall have no right to terminate this Agreement Lease for any default by Landlord hereunder or under the Other Leases and no right, for any such default, to offset or counterclaim against any Rent or other charges rent due hereunder. Notwithstanding the foregoing, if any repairs to the Premises required by this Lease or any maintenance, cleaning, or lighting of Building Common Areas are not performed by Landlord within thirty (30) days after notice from Tenant (or such longer period as may be reasonably required in the event that any such repair, maintenance, cleaning or lighting cannot be completed within said thirty (30) day period), Tenant shall have the right to perform such obligation of Landlord. If Tenant performs any such obligation of Landlord, Landlord shall in good faith dispute pay to Tenant the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice reasonable cost thereof to within thirty (30) days after notice from 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; provided, however, that in no event shall Tenant have the event right to offset or deduct the amount thereof against any payment of any rent due hereunder. If an emergency occurs where a repair is required to be done immediately in order to avoid imminent danger to persons or material damage to the Premises, Tenant shall have the right to self-help consistent with the immediately preceding grammatical paragraph of this Section 10.7 after giving Landlord only such adverse determinationnotice as is reasonable under the circumstances, provided, however, that formal notice shall be promptly given thereafter. However, the right of self-help afforded to Tenant in this Section 10.7 shall be carefully and judiciously exercised by Tenant, it being understood and agreed that except in the case of an emergency, Landlord shall pay be given sufficient opportunity to Tenant interest on take the action required of Landlord to avoid such default, in order to avoid any disputed funds at conflict with respect to whether or not self-help should have been availed of by Tenant, or with respect to the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term reasonableness of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach incurred by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsTenant.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement, and any such default shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and thirty (30) days after Notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaults, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. If Landlord has not disputed its obligation to pay Tenant and has failed to reimburse Tenant as required and within the time periods set forth herein, Tenant shall then have the right to offset such payment of Minimum Rent by the amount then owing from Landlord to Tenant under this Section. If Landlord fails to pay any disputed funds plus interest owed as provided herein within ten (10) Business Days of an adverse determination, Tenant shall have the right to offset such amounts owing from its next scheduled payment of Rent, and all subsequent payments of Rent, until satisfied. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases 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; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During If Landlord fails to pay any disputed funds plus interest owed as provided herein within ten (10) Business Days of an adverse determination, Tenant shall have the term right to offset such amounts owing from its next scheduled payment of the Operating AgreementRent, Landlord shall indemnify and hold Tenant harmless against all claimssubsequent payments of Rent, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsuntil satisfied.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if (a) Landlord shall not be deemed in default in under the performance or observance terms of this Lease unless (i) Landlord shall fail to pay any of its covenants or obligations set forth in this Agreement, amount payable hereunder when and any as such default sum becomes due and payable and such failure shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and more than thirty (30) days after Notice written notice thereof with respect to non-monetary defaults, from Tenant or (ii) Landlord shall fail to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaults, Tenant may declare the occurrence of a "Landlord Default" perform its obligations under this Agreement by giving Notice Lease for more than thirty (30) days after written notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but default shall have been received by Landlord (except in the event of an Emergency, in which case no obligation tonotice or cure period shall be required), provided that if the curing of such default reasonably requires in excess of thirty (30) days (except in the case of an Emergency), Landlord shall not be deemed in default hereunder if it shall commence to cure the same andsuch default within such thirty (30) day period and thereafter diligently prosecutes such cure, subject then Tenant shall have its rights and remedies provided at law and in equity and pursuant to the provisions of this Lease. In addition and notwithstanding the following paragraphforegoing or anything else to the contrary contained in this Lease, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If if any such costs default materially and expenses have not been reimbursed to Tenant as adversely affects Tenant’s use of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contraryPremises then, Tenant shall have no the right but not the obligation to terminate this Agreement for any cure or correct said default by Landlord hereunder or under the Other Leases 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, provided Tenant 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; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsdays(1) prior written notice of its intention to cure or correct the Landlord default (and for defaults for which Landlord is provided a five (5) day cure period, Landlord has failed to cure said default within such five (5) day cure period) except in an Emergency when only reasonable notice will be provided.

Landlord’s Default. Subject If Landlord fails to Landlord's right to dispute perform its obligation in accordance with Section 5.1.5(b)obligations under this Lease, if Landlord shall not be in default in the performance or observance of any of its covenants or unless Landlord fails to perform such obligations set forth in this Agreement, and any such default shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and within thirty (30) days after Notice thereof with respect to non-monetary defaults, from written notice by Tenant to Landlord andspecifying the nature of the obligations Landlord has failed to perform; provided, subject however, that if the nature of Landlord’s obligations is such that more than thirty (30) days are required for performance, then Landlord shall not be in default if Landlord commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to Section 19.3completion. If Landlord is unable to fulfill or is delayed in fulfilling any of Landlord’s obligations under this Lease by reason of floods, any applicable Facility Mortgageeearthquakes, lightning, or such additional period any other acts of God, accidents, breakage, repairs, strikes, lockouts, other labor disputes, inability to obtain permits, utilities or materials, or by any other reason beyond Landlord’s reasonable control, or if Landlord enters the Premises or makes any Alterations to the Premises, the Building or any portion thereof pursuant to this Lease, then, except as may otherwise expressly be reasonably required provided in this Lease, no such inability or delay by Landlord and no such entry or work by Landlord shall constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to correct such non-monetary defaultsany abatement or diminution of Rent, or relieve Tenant may declare the occurrence from any of a "Landlord Default" its obligations under this Agreement by giving Notice Lease, or impose any liability on Landlord or Landlord’s Agents. Notwithstanding any provision of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein this Lease to the contrary, Tenant’s sole remedy for a default of this Lease by Landlord shall be an action for damages, injunction or specific performance; Tenant shall have no right to terminate this Agreement for Lease on account of any breach or default by Landlord hereunder or under the Other Leases 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; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) years.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), It shall be a default and breach of this Lease by Landlord if Landlord shall default in the performance fail to perform or observance of observe any of its covenants material term, condition, covenant or obligations set forth in obligation required to be performed or observed by it under this Agreement, and any such default shall continue Lease for a period of ten ninety (1090) days after Notice notice thereof with respect to monetary defaults, and thirty (30) days after Notice thereof with respect to from Tenant specifying in detail Landlord’s non-monetary defaults, from Tenant to compliance (“Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaults, Tenant may declare the occurrence Event of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases 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”); provided, however, that in if the event material term, condition, covenant or obligation to be performed by Landlord is of such nature that the same cannot reasonably be performed within such thirty-day period, such default shall be deemed to have been cured if Landlord commences such performance within said ninety (90) day period and thereafter diligently undertakes to complete the same. If: (a) any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 is not cured within the applicable cure period, Tenant’s exclusive remedy shall be an action for specific performance; and (b) if the default is a failure of Landlord to perform a repair obligation which is in Landlord’s control and the Operating Agreement failure to perform such repair obligation has rendered the Property untenable, Tenant shall have the right, but not the obligation, to perform such repair so as to make the Property tenable and Landlord shall reimburse Tenant for the reasonable costs incurred in making such repair within ninety (90) days after Landlord’s receipt of Tenant’s invoice thereof, which shall include reasonable documentation of all costs incurred. Notwithstanding the foregoing, Tenant hereby waives the benefit of laws granting it: (i) the right to perform Landlord’s obligations except as expressly provided in the immediately preceding sentence; or a breach by (ii) the right to terminate this Lease or withhold Rent on account of any Landlord Event of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsDefault.

Landlord’s Default. Subject to LandlordTenant's right to dispute its obligation in accordance with Section 5.1.5(b), if Right of Self-Help. Landlord shall not be deemed to be in default in the performance or observance of any of its covenants or obligations set forth in this Agreement, hereunder unless it shall fail to perform such obligations and any such default shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and unless within thirty (30) days after Notice thereof with respect to non-monetary defaults, notice from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or specifying such additional period as may be reasonably required default Landlord has not commenced diligently to correct the default so specified or has not thereafter diligently pursued such non-monetary defaults, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration correction to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereofcompletion. Except only as specifically otherwise expressly provided herein to the contraryin this Lease, Tenant shall have no right to terminate this Agreement right, for any default by Landlord hereunder or under the Other Leases and no right, for any such defaultLandlord, to offset or counterclaim against any Rent or other charges rent due hereunder. If Landlord shall in good faith dispute the occurrence If, by reason of any Landlord Default failure which is not due to any act or omission of Tenant or any employee, agent, contractor, licensee, or invitee of Tenant, Tenant's use and Landlord, before the expiration enjoyment of the applicable Premises materially is impaired by reason of Landlord's failure to comply with its obligations under this Lease, then Tenant may give Landlord and all holders of mortgages on the Premises written notice thereof, and if Landlord or any said holder (if such holder shall elect to do so) shall fail to begin correction of such condition by a date which is ten (10) days after Landlord's receipt of such notice, Tenant shall have the right, but shall not be required, to perform such repair or restoration work as is reasonably necessary to cure periodthe condition. In the event of the proper exercise of such right of self-help by Tenant in accordance with the provisions of this paragraph, shall give Notice thereof Landlord agrees to pay Tenant, setting forth, in reasonable detailwithin thirty (30) days of billing, the basis thereforreasonable costs incurred by Tenant in curing such condition or, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof; provided, however, that in the event of any Landlord fails to so reimburse Tenant within such adverse determinationthirty-day period, Tenant shall have the right to offset said amounts against Tenant's Annual Fixed Rent obligations next-coming due hereunder. Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Ratedemand Tenant's expenses, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a , incurred by Tenant in successfully enforcing any obligation of Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsLease.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if If Landlord shall default defaults in the performance or observance of any of its covenants or obligations set forth in under this AgreementLease, Tenant will notify Landlord of the default and any Landlord will have 30 days after receiving such notice to cure the default. If Landlord is not reasonably able to cure the default shall continue for within a 30 day period, Landlord will have an additional reasonable period of ten time to cure the default as long as Landlord promptly commences the cure and thereafter diligently pursues the cure to completion. In no event shall Landlord be liable to Tenant or any other person for consequential, special or punitive damages (10) including without limitation lost profits). If Landlord has not commenced repair or maintenance required to be performed by Landlord hereunder within 30 days after Notice written notice thereof with respect from Tenant, then Tenant shall have the right, but not the obligation, to monetary defaults, make such repairs and thirty (30) Landlord shall reimburse Tenant for the reasonable and actual cost thereof within 30 days after Notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaults, Tenant may declare the occurrence receipt of a "Landlord Default" under this Agreement by giving Notice xxxx therefore from Tenant. In the event of such declaration to Landlord and to such Facility Mortgagee. Thereafteran emergency, Tenant may (but shall have no obligation not be obligated to) cure perform such repairs which would otherwise be Landlord’s obligation hereunder which may be reasonably necessary, after having given Landlord such notice, if any, as may be practicable under the same andcircumstances, subject to the provisions of the following paragraph, invoice and Landlord shall promptly reimburse Tenant for any reasonable third-party costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) actually incurred by Tenant in curing the sameperforming such repairs. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period Notwithstanding anything to the date of payment thereof. Except as otherwise expressly provided herein to the contrarycontrary set forth hereinabove, Tenant shall have no right not be required to terminate this Agreement for perform any default by Landlord hereunder or under the Other Leases and no right, for any such default, to offset or counterclaim against any Rent or other charges due repairs which would otherwise be Landlord’s obligation 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; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) years.

Landlord’s Default. Subject Landlord shall not be deemed in breach or “Default” of this Lease unless Landlord fails within a reasonable time to Landlord's right perform an obligation required to dispute its obligation in accordance with Section 5.1.5(bbe performed by Landlord hereunder. For purposes of this provision (except as otherwise set forth below), if Landlord a reasonable time shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement, and any such default shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and not be less than thirty (30) days after Notice thereof with respect to non-monetary defaults, from Tenant to receipt by Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaults, Tenant may declare of written notice specifying the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions nature of the following paragraph, invoice obligation Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have has not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases 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 thereofperformed; provided, however, that if the nature of Landlord’s obligation is such that more than thirty (30) days, after receipt of written notice, is reasonably necessary for its performance, then Landlord shall not be in breach or default of this Lease if performance of such obligation is commenced within such thirty (30) day period and thereafter diligently pursued to completion. If Landlord has not commenced to cure the same within said thirty (30) day period or any other mutually agreed period and thereafter diligently prosecutes the same to completion and Landlord shall not thereafter cure such default. Tenant shall be entitled, in addition to all remedies otherwise available in law or equity under the laws of the United States and/or North Carolina, to (a) cure such default and/or deduct all such amounts from Rent, (b) bring suit for the collection of any amounts for which Landlord may be in default, or for the performance of any other covenant or agreement devolving upon Landlord, without terminating this Lease and/or (c) in an emergency, cure any such breach or failure prior to the expiration of the notice period if reasonably necessary to protect the Premises and/or parking for or access to the Premises, to prevent injury or damage to persons or property, or in the event of any other emergency and deduct all such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, amounts from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsrent.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if 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 Property, the performance of which is not Tenant's obligation pursuant to this Agreement, and any such default shall continue for a period of ten five (105) days Business Days after Notice thereof with respect to monetary defaults, defaults and thirty twenty (3020) days Business Days after Notice thereof with respect to non-monetary defaults, defaults from Tenant to Landlord and, subject to Section 19.3, and any applicable Facility Hotel Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaultsthe same provided Landlord is proceeding with due diligence to correct the same, then Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving a second Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, the Hotel Mortgagee and Tenant may (but shall have no obligation to) cure the same andright to institute forthwith any and all proceedings permitted by law or equity (provided they are not specifically barred under the terms of this Agreement), subject to the provisions of the following paragraphincluding, invoice Landlord without limitation, actions for costs and expenses (including reasonable attorneys' feesspecific performance and/or damages; provided, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant however, except as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise may be expressly provided herein to the contraryin this Agreement, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. In the event Landlord wrongfully terminates this Agreement or if Tenant terminates this Agreement pursuant to any right to do so contained herein as a result of Landlord's breach, then, subject to Tenant's mitigation obligations, Tenant shall be entitled to recover as part of its damages for such wrongful termination an amount equal to the damages suffered by Tenant on account of terminating the employment of on-site employees of the Hotel in connection therewith. 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 adverse, determination thereof; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) years.

Landlord’s Default. Subject If Landlord fails to Landlord's right to dispute its obligation in accordance comply with Section 5.1.5(b), if Landlord shall default in the performance or observance of observe any agreement or perform any of its covenants or obligations set forth in this Agreement, and any such default shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and hereunder within thirty (30) days after Notice thereof with respect to non-monetary defaults, written notice from Tenant specifying such failure (unless such failure cannot reasonably be cured within such 30-day period and Landlord commences to cure such failure within such 30-day period and thereafter continuously and diligently pursues such cure to completion or unless another time period for such cure is expressly provided for elsewhere in this Lease), then Tenant's exclusive remedies shall be an action for damages, an action for specific performance and any other relief expressly granted to Tenant under any other provision of this Lease. No waiver by Tenant of any violation or breach of any of the terms contained in this Lease shall waive Tenant's rights regarding any future violation of such term or violation of any other term. Unless and until Landlord and, subject fails to Section 19.3, so cure any applicable Facility Mortgagee, or default after such additional period as may be reasonably required to correct such non-monetary defaultsnotice, Tenant may declare shall not have any remedy or cause of action by reason thereof. All obligations of Landlord hereunder will be construed as covenants, not conditions; and all such obligations will be binding upon Landlord only during the occurrence period of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions its possession of the following paragraph, invoice Landlord for costs Premises and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing not thereafter. In the same. If any such costs and expenses have not been reimbursed to Tenant as event of the fifth (5th) day after transfer by Landlord of its interest in the Landlord receives Tenant's Notice thereforPremises, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement thereupon be released and discharged from the expiration all covenants and obligations of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contraryLandlord thereafter accruing, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases 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; provided, however, that (i) Landlord's transferee must first assume in writing (a copy of which must be delivered to Tenant) all obligations of Landlord thereafter arising under this Lease, and (ii) Landlord shall remain liable for all obligations under this Lease arising from or relating to the period preceding such transfer. Notwithstanding any other provision of this Lease, Landlord shall not have any personal liability hereunder. In the event of any such adverse determination, breach or default by Landlord shall pay to Tenant interest on in any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions or provision of this Agreement which shall cause an Event of Default under Section 16.01 of Lease, Tenant agrees to look solely to the Operating Agreement equity or a breach interest then owned by Landlord of its obligations under in the Owner Agreement Premises or the Pooling Agreement. The provisions Building; however, in no event, shall any deficiency judgment or any money judgment of this Section 14.2 shall survive the termination, expiration any kind be sought or cancellation of this Agreement for a period of five (5) yearsobtained against any Landlord.

Landlord’s Default. Subject If Landlord defaults under this Lease, Tenant will give Landlord written notice specifying such default with particularity, and Landlord shall thereupon have thirty (30) days in which to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b)cure any such default; provided, however, if Landlord commences such cure within such 30-day period and diligently pursues such cure, Landlord may have such additional time as may be reasonably necessary to effect such cure. Unless and until Landlord fails to so cure any default after such notice, Tenant shall default not have any remedy or cause of action by reason thereof; provided, however, in the performance event of a bona fide emergency to person or observance of any of its covenants or obligations set forth in this Agreementproperty, and any Tenant may cure such default shall continue and receive reimbursement for a period of ten (10) days after Notice thereof with respect to monetary defaults, and Tenant’s reasonable third-party costs in affecting such cure within thirty (30) days after Notice thereof invoice. All obligations of Landlord hereunder will be construed as covenants, not conditions. In no event shall Landlord be liable for consequential, punitive, exemplary or other damages (other than actual damages only) in connection with respect this Lease. Tenant shall use commercially reasonable efforts to non-monetary defaultsmitigate damages. Landlord’s liability for failure to perform any of its obligations hereunder is hereby expressly limited to Landlord’s interest in and to the Premises. Should Landlord fail to pay any sum required to be paid by Landlord hereunder, from Tenant or fail to perform any obligation required to be performed by Landlord and, subject to Section 19.3hereunder, any applicable Facility Mortgageejudicial proceedings brought by Tenant against Landlord shall be limited to proceeding against Landlord’s rights and interest in and to the Premises, and no attachment, execution, or such additional period as may other writ or process shall be reasonably required to correct such non-monetary defaultssought, Tenant may declare the occurrence issued, or levied upon any assets, properties, or funds of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord Landlord, other than against Landlord’s interest in and to such Facility Mortgageethe Premises. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions hereby waives its statutory lien under Section 91.004 of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant Texas Property Code. Notwithstanding anything contained in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein this Lease to the contrary, Tenant shall have no right to terminate the obligations of Landlord under this Agreement for Lease (including any actual or alleged breach or default by Landlord) do not constitute personal obligations of Landlord hereunder or under the Other Leases and no rightindividual partners, directors, officers, 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 assets 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 satisfaction 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 liability with respect thereto until final adverse determination thereof; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) years.Lease

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall be in default in under this Lease upon (a) the performance or observance failure of Landlord to pay any of its covenants or obligations set forth in sum owing by Landlord under this Agreement, Lease as and any when due where such default shall continue failure continues for a period of ten (10) days after Notice thereof with respect receipt by Landlord of written notice that such payment was not received by Tenant, unless Landlord is disputing in good faith the nature, propriety or amount of such sum, or (b) the failure of Landlord to monetary defaultsobserve, keep or perform any of the other terms, covenants, agreements or conditions contained in this Lease on the part of Landlord to be observed or performed and such failure continues for a period of thirty (30) days after Notice thereof with respect to non-monetary defaults, from written notice by Tenant to Landlord andor, subject if such failure is not reasonably susceptible to Section 19.3cure within thirty (30) days, any applicable Facility Mortgagee, or such additional then within a reasonable period of time so long as may be reasonably required to correct such non-monetary defaults, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases 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; provided, however, that in the event of commenced to cure such failure within such thirty (30) day period and shall thereafter diligently pursue such cure to completion. Tenant may not exercise any such adverse determination, Landlord shall pay remedies available to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafterit under this Lease, at law or in equity until Landlord has been afforded the Overdue Rate until paidcure periods described in this Paragraph 40. During the term Tenant acknowledges that its obligations under this Lease, including its obligations to pay Rent, are independent of the Operating Agreement, Landlord's obligations under this Lease. The failure of Landlord or any Lender to perform Landlord's obligations under this Lease shall indemnify and hold not excuse Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord performing any of its obligations under this Lease, including Tenant's obligation to pay Rent, or allow Tenant to terminate this Lease or to vacate the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsPremises.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Should Landlord shall default in the performance or observance of breach any of its covenants duties or obligations set forth to Tenant and, in this Agreementthe case of a monetary default, and any such default shall continue the breach continues for five (5) business days after written notice is given to Landlord, or in the case of a period of non-monetary default, the breach continues for ten (10) days after Notice thereof with respect to monetary defaults, and thirty (30) days after Notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or such additional longer period of time as it may be reasonably required take to correct such non-monetary defaultscure provided Landlord promptly and diligently pursues the cure and is not otherwise in default) after written notice of the breach is given to Landlord, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of take such declaration action as is reasonably necessary to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same andbreach. In this event, subject to Landlord shall, upon demand (accompanied by reasonable documentation supporting the provisions of demand) reimburse the following paragraph, invoice Landlord Tenant for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) reasonably incurred by Tenant in curing the same. If any such costs Landlord’s breach, including legal expenses and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunderreasonable attorney fees. If Landlord shall in good faith dispute fail to promptly reimburse Tenant, Tenant may withhold or xxxxx its rental payment due to the occurrence extent of the unreimbursed expenses. In the event of any dispute about Tenant’s right to xxxxx or withhold Rent or other sums payable to Landlord Default and Landlordunder this Section, before Tenant must deposit the expiration disputed amounts in escrow in an interest-bearing account with a national bank in Raleigh, North Carolina, conditioned on resolution of the applicable cure perioddispute by a final, nonappealable court order or by mutual written agreement of Landlord and Tenant. Any interest earned shall give Notice thereof be paid to Tenant, setting forth, in reasonable detail, the basis thereforparty entitled to the escrowed funds and any fees of the escrow agent shall be paid by the party not entitled to the escrowed funds. Regardless of the outcome or resolution of the dispute, no Landlord Event of Default with respect to the subject matter of the dispute shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof; provided, however, that so long as the disputed amounts are deposited in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made escrow by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsTenant.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if If Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this AgreementLease, and any such default shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and thirty (30) days after Notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaultsthe same, Tenant may declare the occurrence of a "“Landlord Default" under this Agreement ” by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' ’ fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of , together with interest thereon from the fifth (5th) day after the date Landlord receives Tenant's Notice therefor’s invoice, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereofDefault Rate. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement Lease for any default by Landlord hereunder or under the Other Leases 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; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Interest Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Default Rate until paid. During Notwithstanding the term foregoing, the provisions of Section 14.3 shall control in the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from event of a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) years5.1.4.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall in no event be in default in the performance or observance of any of its covenants or Landlord's obligations set forth in this Agreement, hereunder unless and any until Landlord shall have failed to perform such default shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and thirty (30) days after Notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgageeobligations within 30 days, or such additional period time as may be is reasonably required to correct any such non-monetary defaultsdefault, provided Landlord is diligently pursuing any such correction, after notice by Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord properly specifying wherein Landlord has failed to perform any such obligation. It is the express understanding and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions agreement of the following paragraph, invoice Landlord for costs parties and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by a condition of Landlord's agreement to execute this Lease that in no event shall Tenant in curing have the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement Lease or seek an abatement to or offset from Fixed Rent or Additional Rent as a result of Landlord's default, but Tenant shall be entitled to seek all other remedies, at law or equity, as a result of such default. Tenant hereby waives its right to recover punitive or consequential damages arising out of a Landlord default. Except for Tenant's monetary obligations, this Lease and the obligations of either party hereunder shall not be affected or impaired because the other party is unable to fulfill any default by Landlord of its obligations hereunder or under is delayed in doing so, if such inability or delay is caused by reason of a Force Majeure Event, and the Other Leases and no right, time for any such default, to offset or counterclaim against any Rent or the 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 party's performance shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof; provided, however, that in extended for the event period of any such adverse determinationdelay. Any claim, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Ratedemand, from the date demand for such funds was made right or defense by Tenant until that arises out of this Lease or the negotiations which preceded this Lease shall be barred unless Tenant commences an action thereon, or interposes a defense by reason thereof, within six (6) months after the date of final adverse determination andthe inaction, thereafteromission, at the Overdue Rate until paidevent or action that gave rise to such claim, demand, right or defense. During the term As used herein, a "Force Majeure Event" shall be any delay caused by or resulting from acts of the Operating AgreementGod, Landlord shall indemnify and hold Tenant harmless against all claimswar, costs and expenses (including civil commotion, fire, flood or other casualty, labor difficulties, shortages of or inability to obtain labor, materials or equipment, government regulations, unusually severe weather, or other causes beyond such party's reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearscontrol.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), It shall be a default and breach of this Lease by Landlord if Landlord shall default in the performance fail to perform or observance of observe any of its covenants material term, condition, covenant or obligations set forth in obligation required to be performed or observed by it under this Agreement, and any such default shall continue Lease for a period of ten (10) days after Notice thereof with respect to monetary defaults, and thirty (30) days after Notice notice thereof with respect to from Tenant specifying in detail Landlord’s non-monetary defaults, from Tenant to compliance (“Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaults, Tenant may declare the occurrence Event of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases 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”); provided, however, that in if the event material term, condition, covenant or obligation to be performed by Landlord is of such nature that the same cannot reasonably be performed within such thirty-day period, such default shall be deemed to have been cured if Landlord commences such performance within said thirty (30) day period and thereafter diligently undertakes to complete the same. If: (a) any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 is not cured within the applicable cure period, Tenant’s exclusive remedy shall be an action for specific performance; and (b) if the default is a failure of Landlord to perform a repair obligation which is in Landlord’s control and the Operating Agreement failure to perform such repair obligation has rendered the Premises untenable, Tenant shall have the right, but not the obligation, to perform such repair so as to make the Premises tenable and Landlord shall reimburse Tenant for the reasonable costs incurred in making such repair within thirty (30) days after Landlord’s receipt of Tenant’s invoice thereof, which shall include reasonable documentation of all costs incurred. Notwithstanding the foregoing, Tenant hereby waives the benefit of laws granting it: (i) the right to perform Landlord’s obligations except as expressly provided in the immediately preceding sentence; or a breach by (ii) the right to terminate this Lease or withhold Rent on account of any Landlord Event of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsDefault.

Landlord’s Default. Subject If Landlord fails to Landlord's right to dispute perform its obligation in accordance with Section 5.1.5(b)obligations under this Lease, if Landlord shall not be in default in the performance or observance of any of its covenants or unless Landlord fails to perform such obligations set forth in this Agreement, and any such default shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and within thirty (30) days after Notice thereof with respect to non-monetary defaults, from notice by Tenant to Landlord andspecifying the nature of the obligations Landlord has failed to perform; provided, subject however, that if the nature of Landlord’s obligations is such that more than thirty (30) days are required for performance, then Landlord shall not be in default if Landlord commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to Section 19.3completion. If Landlord is unable to fulfill or is delayed in fulfilling any of Landlord’s obligations under this Lease by reason of floods, any applicable Facility Mortgageeearthquakes, lightning, or any other acts of God, accidents, breakage, repairs, strikes, lockouts, other labor disputes, inability to obtain utilities or materials, or by any other reason beyond Landlord’s reasonable control, or if Landlord enters the Premises or makes any Alterations to the Premises, the Building or any portion thereof pursuant to this Lease, then no such additional period as may be reasonably required inability or delay by Landlord and no such entry or work by Landlord shall constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to correct such non-monetary defaultsany abatement or diminution of Rent, or relieve Tenant may declare the occurrence from any of a "Landlord Default" its obligations under this Agreement by giving Notice of such declaration to Lease, or impose any liability upon Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereofor its agents. Except as otherwise expressly provided to the contrary in Paragraph 5(d) and Paragraphs 21 and 22, this Lease shall be construed as though the covenants herein between Landlord and Tenant are independent, and Tenant shall not be entitled to any setoff, offset, abatement or deduction of Rent or other amounts due Landlord hereunder if Landlord fails to perform its obligations hereunder. Notwithstanding any provision of this Lease to the contrary, Tenant’s sole remedy for a default of this Lease by Landlord shall be an action for damages, injunction or specific performance; Tenant shall have no right to terminate this Agreement for Lease on account of any breach of default by Landlord hereunder or under the Other Leases 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; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) years.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall not be in default in the performance or observance under this Lease unless Landlord fails to perform obligations required of any of its covenants or obligations set forth in this AgreementLandlord, and any such default shall continue for within a period of ten (10) days after Notice thereof with respect reasonable period, not to monetary defaults, and exceed thirty (30) days after Notice thereof with respect to non-monetary defaults, from written notice by registered mail is delivered by Tenant to Landlord andLandlord, subject to Section 19.3Master Lessor, any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaults, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafterthe holder of any mortgages or deeds of trust (collectively, Tenant may (but “Lender”) covering the Premises whose name and address shall have no obligation to) cure the same and, subject theretofore been furnished to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing writing, specifying the same. If any such costs and expenses have not been reimbursed obligation which Landlord has failed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases 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 thereofperform; provided, however, that if the nature of Landlord’s obligation is such that more than thirty (30) days are required for performance, then Landlord shall not be in default if Landlord or Lender commences performance within such thirty (30)- day period and thereafter diligently prosecutes the event same to completion. All obligations of Landlord hereunder will be construed as covenants, not conditions. Tenant will accept performance by, and with the same force and effect as though performed by Landlord hereunder. Notwithstanding anything to the contrary contained in this Section 19, if Landlord is in default pursuant to this Section 19.1 beyond the applicable notice and cure period, then Tenant may, in addition to any such adverse determinationother remedies provided pursuant to this Lease, cure the default at Landlord’s expense. If Tenant pays any sum because of Landlord’s default, Landlord shall pay reimburse such sum to Tenant Tenant, together with interest on any disputed funds thereon at the Disbursement Rate, Interest Rate from the date demand for such funds was made by Tenant incurred until the date paid, within twenty (20) days after receipt of final adverse determination andTenant’s request therefore, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearstogether with supporting documentation.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall in no event be in default in the performance or observance of any of its covenants or Landlord’s obligations set forth in this Agreement, hereunder unless and any until Landlord shall have failed to perform such default shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and obligations within thirty (30) days days, or if such default cannot be reasonably cured within such thirty (30) day period, then such additional time as is reasonably required to correct any such default provided that Landlord promptly commences to cure within such thirty (30) day period and thereafter diligently prosecutes such cure to completion, after Notice thereof with respect to non-monetary defaults, from notice by Tenant to Landlord andproperly specifying wherein Landlord has failed to perform any such obligation. Without limiting the foregoing, subject if Landlord fails to Section 19.3perform any of its maintenance or repair obligations under this Lease which are necessary to relieve a situation which imminently threatens the physical well-being of persons or damage to property in the Premises and which Landlord is obligated to perform hereunder (an “Emergency Repair”), Tenant shall have the right to notify Landlord thereof (a “Repair Notice”), in which event Landlord shall perform such repairs within three (3) days following Landlord’s receipt of the Repair Notice; provided, however, that if such repairs cannot despite commercially reasonably efforts be completed within the foregoing time periods, Landlord shall have an additional reasonable period of time within which to perform such repairs, provided that Landlord has commenced such repairs within the applicable periods of time set forth above and thereafter diligently pursues the completion of such repairs. If Landlord has not commenced (and thereafter diligently pursued completion thereof) any such requested Emergency Repair within the applicable Facility Mortgageetime period set forth above, then at any time thereafter prior to the commencement of such Emergency Repair by Landlord, Tenant may, upon (i) twenty-four (24) hours’ prior notice (by e-mail, telephonic or verbal notice) to Landlord’s building management, have the right (the “Self-Help Right”) to undertake such additional period actions as may be reasonably required necessary to correct perform such non-monetary defaults, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases 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 thereofEmergency Repair; provided, however, that in no event shall any Emergency Repairs performed by Tenant materially adversely affect the event structure of the Project or any building systems. If Tenant undertakes to perform any Emergency Repairs pursuant to this section, (a) the insurance and indemnity provisions set forth in Article XIII, shall apply to Tenant’s performance of such adverse determinationEmergency Repairs; (b) Tenant shall proceed in accordance with all applicable Legal Requirements; (c) Tenant shall retain to effect such Emergency Repairs only such reputable contractors and suppliers as are duly licensed and only those contractors used or approved by Landlord in the Office Area for such work; (d) Tenant shall effect such Emergency Repairs in good and workmanlike and commercially reasonable matter, consistent with the standards of the Project and comparable buildings; (e) Tenant shall use new or like new materials; and (f) Tenant shall use diligent efforts to minimize any material interference or impact on the other tenants and occupants of the Project. Upon completion of such Emergency Repairs, Landlord shall pay to promptly reimburse Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made all reasonable out-of-pocket costs incurred by Tenant until in connection with the date performance of final adverse determination and, thereafter, at such Emergency Repairs. Promptly following completion of any work undertaken by Tenant pursuant to the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 section, Tenant shall survive deliver a detailed invoice of the terminationwork completed, expiration the materials used and the costs relating thereto. Notwithstanding anything to the contrary contained herein, Tenant shall not assert any right to deduct the cost of repairs or cancellation any monetary claim against Landlord from rent thereafter due and payable, but shall look solely to Landlord for satisfaction of this Agreement for a period of five (5) yearssuch claim.

Landlord’s Default. Subject Landlord shall not be in default unless Landlord fails to perform obligations required of Landlord within a reasonable time, but in no event later than thirty (30) days after written notice by Tenant to Landlord and to the holder of any first mortgage or deed of trust covering the Demised Premises whose name and address shall have theretofore been furnished to Tenant in writing, 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 deemed in default if Landlord commences performance within a thirty (30) day period and thereafter diligently prosecutes the same to completion. In no event shall Tenant have the right to dispute its obligation in accordance with Section 5.1.5(b)terminate this Lease as a result of Landlord's default, if and Tenant's remedies shall be limited to damages and/or an injunction. Whenever Tenant is required to serve notice on Landlord of Landlord's default, written notice shall default in also be served at the performance same time upon the mortgagee under any mortgage or observance beneficiary under any deed of any trust. Such mortgagee or beneficiary shall have the periods of its covenants or obligations set forth time within which to cure Landlord' defaults as are provided in this AgreementSection 33.17, and any such default which periods shall continue for a period of commence to run ten (10) days after Notice thereof with respect the commencement of the periods within which Landlord must cure its defaults under this Section 33.17. In this connection, any representative of the mortgagee or beneficiary shall have the right to monetary defaultsenter upon the Demised Premises for the purpose of curing the Landlord's default. Such mortgagee or beneficiary shall notify Landlord and Tenant in the manner provided by Section 33.24 of the address of such mortgagee or beneficiary to which such notice shall be sent, and thirty (30) days after Notice thereof with respect to non-monetary defaults, from the agreements of Tenant to Landlord and, hereunder are subject to Section 19.3, any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaults, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice prior receipt of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases 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; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsnotice.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall not be deemed to be in default in the performance or observance of any of its covenants or obligations set forth in this Agreement, hereunder unless it shall fail to perform such obligations and any such default failure shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and thirty (30) days after Notice thereof with respect to non-monetary defaults, following receipt of notice from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or such additional period time as may be is reasonably required to correct any such non-monetary defaults, default after notice has been given by Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord specifying the nature of Landlord's alleged default provided Landlord commences such cure within thirty (30) days and to proceeds diligently thereafter until such Facility Mortgageecure is completed. Thereafter, Tenant may (but Landlord shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord not be liable in any event for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed incidental or consequential damages to Tenant as by reason of the fifth (5th) day after the any default by Landlord receives Tenant's Notice thereforhereunder, whether or not Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of is notified that such reimbursement from the expiration of the applicable cure period to the date of payment thereofdamages may occur. Except as otherwise expressly provided herein to the contraryset forth in Section 3.2 and Section 6.2 hereof, Tenant shall have no right to terminate this Agreement Lease for any default by Landlord hereunder or under the Other Leases and no right, for any such default, to offset or counterclaim against any Rent or other charges rent due hereunder. Notwithstanding the foregoing, if any repairs to the Premises or any maintenance, cleaning, or lighting of the common areas of the Building or the Lot, are not performed by Landlord or the Premises any time after the Substantial Completion Date and within thirty (30) days after notice from Tenant (or such longer period as may be reasonably required in the event that any such repair, maintenance, cleaning or lighting cannot be completed within said thirty (30) day period), Tenant shall have the right to perform such obligation of Landlord. If Tenant performs any such obligation of Landlord, Landlord shall in good faith dispute pay to Tenant the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice reasonable cost thereof to within thirty (30) days after notice from 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; provided, however, that in no event shall Tenant have the event right to offset or deduct the amount thereof against any payment of any rent due hereunder. If an emergency occurs where a repair is required to be done immediately in order to avoid imminent danger to persons or material damage to the Premises, Tenant shall have the right to self-help consistent with the immediately preceding grammatical paragraph of this Section 10.7 after giving Landlord only such adverse determinationnotice as is reasonable under the circumstances, provided, however, that formal notice shall be promptly given thereafter. However, the right of self-help afforded to Tenant in this Section 10.7 shall be carefully and judiciously exercised by Tenant, it being understood and agreed that except in the case of an emergency, Landlord shall pay be given sufficient opportunity to Tenant interest on take the action required of Landlord to avoid such default, in order to avoid any disputed funds at conflict with respect to whether or not self-help should have been availed of by Tenant, or with respect to the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term reasonableness of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach incurred by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsTenant.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall in no event be charged with default in the performance or observance of any of its covenants or obligations set forth in under this Agreement, Lease unless and any until Landlord shall have failed to perform such default shall continue for a period of obligations within ten (10) days (or within such additional time as is reasonably required to remedy any such default) after Notice thereof written notice to Landlord by Tenant properly specifying and detailing the particulars of wherein and whereby Tenant claims Landlord has failed to perform any such obligations. If the holder of record of the first mortgage covering the Premises shall have given prior written notice to Tenant that it is the holder of such first mortgage and such notice includes the address at which notices to such mortgagee are to be sent, then Tenant shall give such mortgagee notice simultaneously with respect any notice given to monetary defaults, and Landlord to correct any default of Landlord as hereinabove provided. Such mortgagee shall have the right within thirty (30) days after Notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, (or within such additional period time as may be is reasonably required to correct any such non-monetary defaults, default) after receipt of such notice to correct or remedy such default before Tenant may declare take any action under this Lease by reason of such default. Any notice of default given Landlord by Tenant shall be null and void unless simultaneous notice has been given by Tenant to said first mortgagee. It is specifically understood and agreed, anything in this Lease to the occurrence contrary notwithstanding, that there shall be no personal liability on Landlord (nor on Landlord's officers, principals, agents and employees) with respect to any of the covenants, conditions or provisions of this Lease; in the event of a "breach or default by Landlord Default" of any of its obligations under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contraryLease, Tenant shall look solely to the equity of Landlord in the Building for the satisfaction of Tenant's remedies, and in absolutely no event shall Landlord be liable for prospective profits or special, indirect, or consequential damages. Likewise, anything in this Lease to the contrary notwithstanding, in no event shall Tenant have no the right to terminate this Agreement for Lease as a result of any default by Landlord hereunder or under the Other Leases and no rightLandlord, for any such default, to offset or counterclaim but rather Tenant's remedies 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 be solely limited 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; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand a claim for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from damages and/or a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement claim for a period of five (5) yearsinjunction.

Landlord’s Default. Subject In the event of any default by Landlord, Tenant (except in the event of emergencies) will give Landlord written notice specifying such default with particularity, and Landlord (except in the event of emergencies) shall have thirty (30) days thereafter, or such longer period as may be required in the exercise of due diligence, but in no event more than sixty (60) days following such notice to Landlord's right , in which to dispute its obligation cure such default. Provided that Landlord furnishes Tenant with the name and address of any mortgagee of Landlord, Tenant shall give notice to any mortgagee of Landlord of any claimed default hereunder, and Landlord’s mortgagee shall have an additional thirty (30) days over and above the thirty (30) days given to Landlord in accordance with Section 5.1.5(b)which to cure such default, if and a cure by Landlord’s mortgagee shall be deemed a cure by Landlord hereunder. Notwithstanding anything herein to the contrary, in the event Landlord shall default in the performance or observance of fail to pay any of its covenants or obligations set forth in this Agreementsums due hereunder to Tenant, and any such default failure shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and thirty (30) days (or such longer period permitted herein) after Notice thereof with respect to non-monetary defaults, receipt by Landlord of written notice from Tenant to Landlord and, subject to Section 19.3, any applicable Facility MortgageeTenant, or such additional period as may be reasonably required shall fail to correct such non-monetary defaultsperform any of Landlord’s obligations set forth in Article IV hereof, then Tenant may declare the occurrence of a "Landlord Default" under may, in addition to any other rights set out in this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. ThereafterLease, Tenant may (but shall have no obligation toa) cure the same and, subject to the provisions such default or breach of the following paragraph, invoice Landlord for costs hereunder and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred any sums expended by Tenant in curing the same. If any such costs and expenses have not been reimbursed default or breach shall be paid by Landlord to Tenant as of immediately upon demand, and shall bear interest at twelve percent (12%) per annum, not to exceed the fifth maximum rate allowed by law, or (5thb) day after elect to bring suit to recover from Landlord the sums due from Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases 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; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) years.

Landlord’s Default. Subject to Landlord's right to dispute its obligation Landlord will not be in accordance with Section 5.1.5(b), if Landlord shall 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, and any Lease unless Landlord fails to perform such default shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and obligation within thirty (30) days after Notice thereof with respect to non-monetary defaults, the receipt of written notice 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 performance, then Landlord andwill not be deemed in default if it commences such performance within such thirty (30) day period and thereafter diligently pursues the same to completion. In the case of an emergency involving any aspect of the Premises which is within Landlord's sphere of responsibility as provided in this Lease, subject Landlord shall use its best efforts to timely respond to such emergency and the thirty (30) day period provided in this Section 19.3, 22 shall not apply thereto. Upon any applicable Facility Mortgagee, or such additional period default by Landlord and except as may be reasonably required to correct such non-monetary defaultsotherwise provided in this Lease, Tenant may declare the occurrence exercise any of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same andits rights provided at law or in equity, subject to the provisions limitations on liability set forth in Paragraph 34 of this Lease. In addition, upon any default by Landlord which has not been cured within such thirty day period (excluding defaults not reasonably capable of being cured within such thirty (30) day period), Tenant may send a second notice of default to Landlord specifying Landlord's failure to perform. Such second notice shall include a cover sheet with the legend boldly marked "SUBJECT TO TENANT CURE AND OFFSET RIGHTS IF NOT CURED WITHIN THIRTY DAYS." If Landlord has not cured such default within thirty (30) days following paragraphTenant's delivery of such second notice to Landlord, invoice Landlord for Tenant may thereupon cure such default and all costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) reasonably incurred by Tenant in curing the same. If any such costs connection therewith may be deducted from next due payments of Monthly Base Rent and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases and no right, for any such default, to offset or counterclaim against any Additional 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; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsfully applied.

Landlord’s Default. Subject to Landlord's right to dispute its obligation Notwithstanding anything contained in accordance with Section 5.1.5(b), if Landlord shall default in the performance or observance any provision of any of its covenants or obligations set forth in this Agreement, and any such default shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and thirty (30) days after Notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaults, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right Sublessee agrees, with respect to terminate this Agreement for the Subleased Premises, to comply with and remedy any default claimed by Landlord hereunder or under the Other Leases 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; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During arising during the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default this Sublease under the terms Prime Lease and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of caused by Sublessee, within the Operating Agreement or a breach by Landlord of its obligations period allowed to Sublessor as Tenant under the Owner Agreement or Prime Lease, even if such time period is shorter than the Pooling period otherwise allowed in the Prime Lease due to the fact that notice of default from Sublessor to Sublessee is given after the corresponding notice of default from Landlord to Sublessor as tenant under the Prime Lease. Sublessor agrees to forward to Sublessee, by personal delivery promptly upon receipt thereof by Sublessor, a copy of each notice of default received by Sublessor in its capacity as Sublessee under this Agreement. The provisions Sublessee agrees to forward to Sublessor, upon receipt thereof, copies of this Section 14.2 shall survive any notices received by Sublessee with respect to the terminationSubleased Premises from Landlord or from any governmental authorities. Sublessor agrees to forward to Sublessee, expiration by personal delivery promptly upon receipt thereof by Sublessor, a copy of each notice of default received by Sublessor in its capacity as Sublessee under the Sublease. Sublessee agrees to forward to Sublessor, upon receipt thereof, copies of any notices received by Sublessee with respect to the Subleased Premises from Landlord, Sublessor or cancellation of this Agreement for a period of five (5) yearsfrom any governmental authorities.

Landlord’s Default. Subject (a) Notwithstanding any other provision of this Lease to the contrary, in the event of any default by Landlord under this Lease, Tenant's sole and exclusive remedy shall be an action for actual damages (Tenant hereby waiving any right of deduction or set-off against Rental due Landlord and any claim for indirect, special or consequential damages), but prior to any such action Tenant will give Landlord and any holder of Landlord's right Mortgage (as hereinafter defined) written notice specifying such default with particularity (provided, however, Tenant shall only be obligated to dispute its obligation send a notice to such holder if Tenant has previously been notified in accordance with Section 5.1.5(bwriting of the identity and address of such holder by either Landlord or such holder), if and Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement, and any diligently commence to cure such default and shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and have thirty (30) days after Notice thereof with respect in which to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaults, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases 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; provided, however, that in the event of any such adverse determinationdefault cannot with reasonable diligence be cured within such thirty day period, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for have such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including additional reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearstime as is necessary to cure such default so long as Landlord commences such cure within such thirty day period and shall diligently prosecute in good faith such cure to completion. Unless and until Landlord fails to so cure any default after such notice, Tenant shall not have any remedy or cause of action by reason thereof. Tenant agrees to accept the cure by the holder of Landlord's Mortgage of any and all of Landlord's defaults hereunder should such holder elect, in its sole discretion, to undertake the cure of such defaults, but Tenant acknowledges that such holder is under no obligation to do so.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if If Landlord shall be in default in the performance or observance of any of its covenants or obligations set forth in under this Agreement, and any such Lease which default shall continue continues for a period of ten (10) days after Notice thereof with respect to monetary defaults, and more than thirty (30) days after Notice thereof with respect to non-monetary defaults, receipt of written notice from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaults, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases and no right, for any specifying such default, or if such default is of a nature to offset or counterclaim against any Rent or other charges due hereunder. If require more than thirty (30) days for remedy and continues beyond the time reasonably necessary to cure (and Landlord shall in good faith dispute has not undertaken procedures to cure the occurrence of any Landlord Default default within such thirty (30) day period and Landlorddiligently pursued such efforts to complete such cure), before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forthTenant may, in reasonable detailaddition to any other remedy available at law or in equity, 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; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds upon at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of least five (5) yearsbusiness days prior written notice, incur any reasonably necessary expense to perform the obligation of Landlord specified in such notice and deduct such expense from the Fixed Rent. Tenant shall have all rights and remedies now or hereafter existing at law or in equity with respect to the enforcement of Landlord's obligations hereunder. No right or remedy herein conferred upon or reserved to Tenant shall be exclusive of any other right or remedy, but shall be cumulative and in addition to all other rights and remedies given hereunder or now or hereafter existing at law. Nothing herein contained shall limit or prejudice the right of Tenant to exercise any or all rights and remedies available to Tenant by reason of default or to prove for and obtain in proceedings under any bankruptcy or insolvency laws, an amount equal to the maximum allowed by any law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater, equal to, or less than the amount of the loss or damage referred to above. No delay or forbearance by Tenant in exercising any right or remedy hereunder, or Tenant's undertaking or performing any act or matter which is not expressly required to be undertaken by Tenant shall be construed, respectively, to be a waiver of Tenant's rights or to represent any agreement by Tenant to undertake or perform such act or matter thereafter.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall not be deemed to be in breach of, or in default in the performance or observance of of, any of its covenants or obligations set forth in under this Agreement, Lease unless it shall fail to perform such obligation(s) and any such default failure shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and thirty (30) days after Notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgageedays, or such additional period time as may be is reasonably required to correct any such non-monetary defaultsbreach or default, after written notice has been given by Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgageespecifying the nature of Landlord’s alleged default. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement Lease for any breach or default by Landlord hereunder or under the Other Leases and no right, for any such breach or default, to offset or counterclaim against any Rent or other charges rent due hereunder. If In no event shall 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 ever be liable to Tenant, setting forthand Tenant hereby waives any claim against Landlord, for any punitive damages or for any loss of business or any other indirect, special or consequential damages suffered by Tenant from whatever cause. Tenant further agrees that if Landlord shall have failed to cure any such breach or default within thirty (30) days of such notice to Landlord (or if such breach or default cannot be cured within said time, then within such additional time as may be necessary if within said thirty days Landlord has commenced and is diligently pursuing the remedies necessary to cure such breach or default), then the holder(s) of any mortgage(s) or the lessor under any ground lease entitled to notice pursuant to Section 10.6 shall have an additional thirty (30) days within which to cure such breach or default if such breach or default cannot be cured within that time, then such additional time as may be necessary, if within such thirty (30) days any such holder or lessor has commenced and is diligently pursuing the remedies necessary to cure such breach or default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Where provision is made in reasonable detail, the basis therefor, no Landlord Default this Lease for Landlord’s consent and Tenant shall be deemed to have occurred request such consent and Landlord shall have no obligation with respect thereto until final adverse determination thereoffail or refuse to give or shall delay in giving such consent, Tenant shall not be entitled to any damages and Tenant hereby waives any claim based on such failure, refusal or delay; provided, however, that provided however in the event of any such adverse determination, situation where Landlord is expressly required not to withhold its consent unreasonably Tenant shall pay (at its sole remedy) be entitled to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand bring an action for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement specific performance or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsinjunction.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), 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, and any Lease unless Landlord has failed to perform such default shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and obligation within thirty (30) days after Notice thereof with respect to non-monetary defaults, the receipt of written notice 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 and, subject shall not be deemed in default if it commences such performance within such thirty (30) day period and thereafter diligently pursues the same to Section 19.3, completion. Upon any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaultsuncured default by Landlord, Tenant may declare the occurrence exercise any of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafterits rights provided at law or in equity; provided, Tenant may however: (but shall have no obligation toa) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to offset or xxxxx rent or terminate this Agreement for any default by Landlord hereunder or under the Other Leases 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; provided, however, that Lease in the event of any default by Landlord under this Lease, except to the extent offset rights are specifically provided to Tenant in this Lease;(b) Tenant's rights and remedies hereunder shall be limited to the extent (i) Tenant has expressly waived in this Lease any of such adverse determinationrights or remedies and/or (ii) this Lease otherwise expressly limits Tenant's rights or remedies, including the limitation on Landlord's liability contained in Section 31 hereof. Notwithstanding anything to the contrary contained in this Lease, if Landlord fails to perform any obligation under this Lease with respect to maintenance and repair of the Premises within a reasonable period of time not to exceed thirty (30) days following receipt of written notice from Tenant as set forth above, Tenant shall be permitted to perform such obligations in the Premises on Landlord’s behalf, provided Tenant first delivers to Landlord an additional three (3) business days prior written notice indicating that Tenant will be performing such obligations and provided Landlord fails to commence to perform its obligation(s) within such additional three (3) business day period or thereafter fails to diligently complete performance of such obligations having commenced performance within such three (3) business day period. If the obligations to be performed by Tenant will affect the Operating Systems, the Building shell, or other structural portions of the Building, Tenant shall use only those contractors used by Landlord in the Building for work on such systems or portions of the Building. Any work performed by or on behalf of Tenant shall be performed in accordance with the provisions of this Lease governing Tenant Changes. Landlord agrees to reimburse Tenant within ten (10) business days following receipt from Tenant of a written invoice of all reasonable and actual costs incurred by Tenant in performing such obligations with respect to the Building shell or other structural portions of the Building only on behalf of Landlord. If Landlord does not deliver a detailed written objection to Tenant within ten (10) business days after receipt of an invoice from Tenant, then Tenant shall have the right to deduct the amount set forth in such invoice from rent payable by Tenant under this Lease, which right shall be Tenant’s sole remedy in such instance. If, however, Landlord delivers to Tenant, within ten (10) business days after receipt of Tenant’s invoice, a written objection to the payment of such invoice, setting forth with reasonable particularity Landlord’s reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive), then Tenant shall not then be entitled to such deduction from rent, but rather, as Tenant’s sole remedy, Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from may proceed to claim a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach default by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsLease.

Landlord’s Default. Subject to In the event of any default by Landlord's right to dispute its obligation in accordance , Tenant will give Landlord written notice specifying such default with Section 5.1.5(b)particularity, if and Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement, and any such default shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and thereupon have thirty (30) days after Notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, (or such additional longer period as may be reasonably required in the exercise of due diligence) in which to correct cure any such non-monetary defaultsdefault. Unless and until Landlord fails to so cure any default after such notice, Tenant may declare shall not have any remedy or cause of action by reason thereof. All obligations of Landlord hereunder will be construed as covenants, not conditions. The term "Landlord" shall mean only the occurrence owner, for the time being, of a "the Property, and in the event of the transfer by such owner of its interest in the Property, such owner shall thereupon be released and discharged from all covenants and obligations of the Landlord Default" under this Agreement by giving Notice thereafter accruing, but such covenants and obligations shall be binding during the Lease Term upon each new owner for the duration of such declaration to Landlord and to such Facility Mortgageeowner's ownership. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the Notwithstanding any other provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein this Lease to the contrary, Tenant shall have no right look solely to terminate Landlord's interest in the Property, and not to any other or separate business or non-business assets of Landlord, or any partner, shareholder, officers or representative of Landlord, for the satisfaction of any claim brought by Tenant against Landlord, and if Landlord shall fail to perform any covenant, term or condition of this Agreement for any Lease upon Landlord's part to be performed, and as a consequence of such default Tenant shall recover a money judgment against Landlord (which may include reasonable attorneys fees and court costs), such judgment shall be satisfied only (i) out of the proceeds of sale received upon levy against the right, title and interest of Landlord in the Property; and/or (ii) to the extent not encumbered by a secured creditor, out of the rents or other incomes receivable by Landlord hereunder or under from the Other Leases and no rightproperty of which the Premises are a part. Further, 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; provided, however, that in the event the owner of Landlord's interest in this Lease is at any time a partnership, joint venture or unincorporated association, Tenant agrees that the members or partners of such partnership, joint venture or unincorporated association shall not be personally or individually liable or responsible for the performance of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its Landlord's obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearshereunder.

Landlord’s Default. Subject If Landlord fails to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall default in the performance or observance of perform any of its covenants or obligations set forth in this Agreement, and any such default shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and hereunder within thirty (30) days after Notice thereof written notice from Tenant specifying such failure, Tenant’s exclusive remedy shall be an action for damages. Unless Landlord fails to so cure such default after such notice, Tenant shall not have any remedy or cause of action by reason thereof. In the event Landlord or Tenant shall be delayed, hindered or prevented from the performance of any act required hereunder of Landlord or Tenant by reason of acts of God, strikes, labor disputes of non-affiliated suppliers, weather, labor troubles of non-affiliated suppliers, inability to procure materials, the acts of Tenant or other causes beyond the reasonable control of Landlord or Tenant (other than with respect to non-monetary defaultsthe payment of rent), then the performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. The liability of Landlord (and its partners, shareholders or members) to Tenant (or any person or entity claiming by, through or under Tenant) for any default by Landlord under the terms of this Lease or any matter relating to or arising out of the occupancy or use of the Premises and/or other areas of the Building or Project shall be limited to Tenant’s actual direct, but not consequential, damages therefor and shall be recoverable only from Tenant to the interest of Landlord andin the Building, and Landlord (and its partners, shareholders or members) shall not be personally liable for any deficiency. For purposes of this Section 20, the phrase “the interest of Landlord in the Building” shall include Landlord’s interest in insurance proceeds and condemnation proceeds, subject to Section 19.3the rights of any Landlord’s Mortgagee. Additionally, any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaultsthe extent allowed by law, Tenant hereby waives any statutory lien it may declare have against Landlord or its assets, including without limitation, the occurrence Building. Notwithstanding the foregoing, if Landlord fails to make any repairs or to perform any maintenance required of a "Landlord Default" under this Agreement by giving Notice hereunder and within Landlord’s reasonable control, and such failure shall persist for thirty (30) days after written notice of the need for such declaration repairs or maintenance is given to Landlord and to unless Landlord has commenced such Facility Mortgagee. Thereafterrepairs or maintenance during such period and is diligently pursuing the same, Tenant may (but shall have no obligation not be required to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses a second notice (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant which notice shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases a heading in at least 12-point type, bold 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 all caps “FAILURE TO RESPOND SHALL RESULT IN TENANT EXERCISING SELF-HELP RIGHTS”) and Landlord, before the expiration of the applicable cure period, shall give Notice thereof ’s failure 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; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of commence repairs within five (5) yearsdays after receipt of such second notice, perform such repairs or maintenance in accordance with the provisions of this Lease governing Tenant’s repairs and Alterations and Landlord shall reimburse Tenant for all reasonable costs and expenses therefor within thirty (30) days after presentation of appropriate invoices and back-up documentation.

Landlord’s Default. Subject to Any of the following occurrences, conditions or act of Landlord shall constitute a "Landlord Default": (a) Landlord's right failure to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall default in the performance or observance make any payments of any of its covenants or obligations set forth in this Agreement, and any such default shall continue for a period of money due Tenant hereunder within ten (10) days after Notice thereof with respect the receipt of written notice from Tenant that same is overdue; or (b) Landlord's failure to monetary defaults, and perform any nonmonetary obligation of Landlord hereunder within thirty (30) days after Notice thereof with respect to non-monetary defaults, receipt of written notice from Tenant to Landlord andspecifying such default and demanding that the same be cured; provided that, subject to Section 19.3if such default cannot with due diligence be wholly cured within such thirty (30) days, any applicable Facility Mortgagee, or Landlord shall have such additional longer period as may be reasonably necessary to cure the default, so long as Landlord proceeds promptly to commence the cure of same within such thirty (30) day period and diligently prosecutes the cure to completion and provided further that in the case of any emergency, Tenant shall be required to correct give only such non-monetary defaults, Tenant may declare notice as is reasonable under the circumstances. Upon the occurrence of a "Landlord Default" under this Agreement by giving Notice , at Tenant's option, in addition to any other remedies which it may have, and without its actions being deemed a cure of such declaration to Landlord and to such Facility MortgageeLandlord's default. Thereafter, Tenant may (but shall have no obligation toi) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs pay or perform such obligations and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives offset Tenant's Notice thereforreasonable and actual cost of performance, Landlord shall pay to Tenant, a late charge computed plus interest at the Overdue Rate on Default Rate, against the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases rent 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 hereunder unless, by written notice to Tenant given within ten (10) days after receipt of any notice of default from Tenant, Landlord contests whether a Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forthhas occurred or is continuing, in reasonable detailwhich case such right of offset shall only be effective if final, the basis therefor, no Landlord Default shall be deemed to have occurred and non-appeal judgment against Landlord shall have no obligation with respect thereto until final adverse determination thereofbeen entered by a court of competent jurisdiction; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand or (ii) xxx for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsdamages.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall in no event be in default in the performance or observance of any of Landlord’s obligations hereunder 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 if such default is of such a nature that Landlord cannot reasonably remedy the same within such thirty (30)-day period, if Landlord commences to remedy same within such 30-day period and diligently prosecutes such remedy to completion, but in any event not to exceed ninety (90) days) after notice by Tenant to Landlord properly specifying wherein Landlord has failed to perform any such obligation. Without limitation, in no event shall Tenant 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 any warranties or promises hereunder, except as otherwise expressly set forth herein. Landlord shall pay Tenant interest at the Lease Interest Rate on any funds due to Tenant that Landlord fails timely to pay or credit, as applicable, to Tenant; except that Landlord shall be provided notice and a five (5) Business Day cure period before such interest will begin to accrue. If Landlord defaults in the observance or performance of any term or provision of this Agreement, and any such default shall continue for a period of ten (10) days after Notice thereof Lease on Landlord’s part to be observed or performed with respect to monetary defaults, making repairs to the Premises or any portion thereof and such failure continues for thirty (30) days after Notice prior notice thereof to Landlord or such shorter period, if any, as may be feasible in case of an emergency threatening life or property (such notice to expressly state Tenant’s intention to exercise its rights under this Section), then Tenant, to the extent such default materially and adversely impacts Tenant’s business operations in the Premises, without being under any obligation to do so and without thereby waiving such default, may give to Landlord a second notice containing the following caption on the first page thereof in bold and capitalized type: “NOTICE OF INTENT TO EXERCISE SELF-HELP RIGHTS WITHIN FIVE (5) BUSINESS DAYS AFTER YOUR RECEIPT OF THIS NOTICE”, and if Landlord fails to cure such default with respect such five (5) business days period, Tenant may remedy such default and perform such repair (but only to non-monetary defaultsthe affected portion or portions of the Premises or on the applicable floor of the Premises and nowhere else in the Building or any portion thereof) for the account and at the expense of Landlord. Tenant shall give any mortgagee of which Tenant has prior notice at least five (5) days prior written notice prior to commencing such repair. All reasonable expenditures made by Tenant in connection therewith, from including, but not limited to, reasonable attorneys’ fees in instituting, prosecuting or defending any action or proceeding, such sums, with interest at the Lease Interest Rate, shall, at Landlord’s option, either be paid to Tenant by Landlord within thirty (30) days after submission by Tenant to Landlord andof a reasonably detailed invoice therefor or credited against the next installments of Base Rent thereafter becoming due hereunder (provided that such credits shall not exceed in any event more than 32.5% of the Base Rent due in any one month, subject with amounts due to Section 19.3Tenant accruing interest thereafter at the Lease Interest Rate until Tenant is paid or reimbursed by credit in full). Notwithstanding the immediately preceding sentence to the contrary, any applicable Facility Mortgageeif there are insufficient remaining rental obligations to offset Tenant’s refund, or such additional period as may be reasonably required if the Lease Term has expired and Tenant has no outstanding monetary obligations to correct such non-monetary defaults, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice thereforLandlord, Landlord shall pay such amount to TenantTenant within thirty (30) days. Any dispute as to whether Tenant had the right to exercise the remedies under this Section or as to the amount Tenant claims is due to Tenant shall be resolved by arbitration in accordance with the provisions of Article XX prior to payment or credit, a late charge computed at as applicable. Any notice of default required to be delivered under this Section shall (1) specify the Overdue Rate applicable default, (2) if monetary in nature, specify the amount required to be paid to cure such default (to the extent then ascertainable), and (3) state on the amount first page of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrarynotice in capital, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases 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; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsbold face letters “NOTICE OF DEFAULT.”

Landlord’s Default. Subject If Landlord fails to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall default in the performance or observance of perform any of its covenants obligations under this Lease and does not cure such failure within 30 days after written notice (or obligations set forth such longer period as is reasonably required as provided in the following sentence), Tenant may but shall not be obligated to perform any obligation of Landlord under this AgreementLease; and, if Tenant so elects, all reasonable costs and expenses actually paid by Tenant in performing such obligation, together with interest at the Default Rate, shall be reimbursed by Landlord to Tenant on demand, accompanied by a Form W-9, original notarized lien waivers from all contractors for the work, copies of all contracts for the work, and any copies of all payments for the work made by Tenant. In the event that Landlord fails to reimburse such default shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, reasonable costs and expenses within thirty (30) days after Notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or following Tenant’s written demand and receipt of such additional period as may be reasonably required to correct such non-monetary defaultsdocumentation, Tenant may declare the occurrence shall be entitled to receive an abatement of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant Rent in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases costs and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunderexpenses. If Landlord shall in good faith dispute the occurrence default is of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detaila nature that cannot reasonably be cured within 30 days, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have such time as is reasonably necessary to cure the default provided that Landlord commenced its efforts to cure within the initial thirty (30) day period and continues to diligently pursue such cure thereafter (but in no obligation with respect thereto until final adverse determination thereof; providedevent shall such time exceed 180 days). Any and all remedies set forth in this Lease: (i) shall be in addition to any and all other remedies Tenant may have at law or in equity, however(ii) shall be cumulative, that and (iii) may be pursued successively or concurrently as Tenant may elect. The exercise of any remedy by Tenant shall not be deemed an election of remedies or preclude Tenant from exercising any other remedies in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsfuture.

Landlord’s Default. Subject to In the event of Landlord's right failure to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall default in the performance or observance of perform any of its covenants or obligations set forth in agreements under this AgreementLease, Tenant shall give Landlord written notice of such failure and any such default shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and give Landlord thirty (30) days after Notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or such additional period longer time as may be reasonably required by Landlord to correct cure said failure in the exercise of reasonable diligence provided Landlord commences the cure within said thirty (30) day period and thereafter diligently prosecutes such non-monetary defaults, Tenant may declare the occurrence cure to completion prior to pursuing its remedies on account of a "such default. If Landlord Default" so fails to perform its obligations under this Agreement by giving Notice of such declaration Lease, then, in addition to Landlord its other rights and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contraryremedies, Tenant shall have no the right to terminate this Agreement for any cure Landlord's default by and (i) to recover from Landlord hereunder or under the Other Leases 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 cost 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 together with respect thereto until final adverse determination thereof; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds thereon at the Disbursement Rateprime rate charged by Union Bank, main San Franxxxxx xxxxxx, xxus two percent (2%) per annum from the date demand for such funds was made by Tenant of the expenditure until the date of final adverse determination andthe repayment; or (ii) for the period during which Landlord or any other individual or entity affiliated or related to Landlord owns the Project or any portion thereof or interest therein, thereafter, to deduct the cost of cure together with interest thereon at the Overdue Rate until paid. During prime rate charged by Union Bank, main San Franxxxxx xxxxxx, xxus two percent (2%) per annum from the term date of the Operating Agreementexpenditure from the sums otherwise payable by Tenant hereunder. Even if the foregoing entities or individuals do not have an interest in the Project, Landlord Tenant shall, in addition to Tenant's other rights or remedies, have the right to deduct the cost of cure together with interest thereon at the above-stated rate, provided that the total amount of such deduction shall indemnify and hold Tenant harmless against all claims, costs and expenses not exceed One Hundred Eleven Thousand Seven Hundred Dollars (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) years$111,700.00).

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall not be deemed to be in default in the performance or observance of any of its covenants or obligations set forth in this Agreement, obligation required to be performed by it hereunder unless and any until it has failed to perform such default shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and obligation within thirty (30) days after Notice thereof with respect to non-monetary defaults, from written notice by Tenant to Landlord and, subject specifying wherein Landlord has failed to Section 19.3, any applicable Facility Mortgagee, or perform such additional period as may be reasonably required to correct such non-monetary defaults, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases 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 thereofobligation; 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 to be in default if it shall commence such performance within such thirty (30) day period and thereafter diligently prosecute the event same to completion. Notice to Landlord of any such adverse determinationalleged default shall be ineffective unless such notice is simultaneously delivered to any Mortgagee. Tenant agrees to give all Mortgagees, by certified mail, return receipt requested, a copy of any notice of default served upon Landlord, provided that prior to such notice Tenant has been notified in writing (by way of notice of assignment of rents and Leases, or otherwise), of the address of such Mortgagees. Tenant further agrees that if Landlord shall pay have failed to Tenant interest on cure such default within the time provided for in this Lease, then the Mortgagees shall have an additional thirty (30) 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 if, within such thirty (30) days, any disputed funds at Mortgagee has commenced and is diligently pursuing the Disbursement Rateremedies necessary to cure such default (including commencement of foreclosure proceedings if necessary to effect such cure), from the date demand in which event this Lease shall not be terminated while such remedies are being diligently pursued. In no event will Landlord or any Mortgagee be responsible for such funds was made any consequential damages incurred by Tenant until the date as a result of final adverse determination andany default, thereafterincluding, at the Overdue Rate until paid. During the term but not limited to lost profits or interruption of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from business as a Landlord Default under the terms and conditions result of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach any alleged default by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearshereunder.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall in no event be in default in the performance or observance of any of its covenants or Landlord’s obligations set forth in this Agreement, hereunder unless and any until Landlord shall have failed to perform such default shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and thirty (30) days after Notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgageeobligations within 30 days, or such additional period time as may be is reasonably required to correct any such non-monetary defaultsdefault, after notice by Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and properly specifying wherein Landlord has failed to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If perform any such costs and expenses have not been reimbursed to Tenant as of obligation. Notwithstanding the fifth (5th) day after the Landlord receives Tenant's Notice thereforforegoing, Landlord shall pay use good faith efforts to Tenantperform its repair and maintenance obligations in a commercially reasonable time frame. It is the express understanding and agreement of the parties and a condition of Landlord’s agreement to execute this Lease that in no event shall Tenant have the right to terminate this Lease or seek an abatement to or offset from Fixed Rent or Additional Rent as a result of Landlord’s default, but Tenant shall be entitled to seek all other remedies, at law or equity, as a late charge computed at the Overdue Rate on the amount result of such reimbursement from the expiration default. Notwithstanding any other provision of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein this Lease to the contrary, Tenant in no event shall have no right to terminate this Agreement Landlord ever be liable for punitive, special or consequential damages arising out any act, omission or default by Landlord (or any party for whom Landlord is responsible). This Lease and the obligations of Tenant hereunder shall not be affected or impaired because Landlord is unable to fulfill any of its obligations hereunder or under is delayed in doing so, if such inability or delay is caused by reason of a Force Majeure Event (as defined below), and the Other Leases and no right, time 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 ’s performance shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof; provided, however, that in extended for the event period of any such adverse determinationdelay. Any claim, Landlord demand, right or defense by Tenant that arises out of this Lease or the negotiations which preceded this Lease shall pay to be barred unless Tenant interest on any disputed funds at the Disbursement Ratecommences an action thereon, from or interposes a defense by reason thereof, within eighteen (18) months after the date demand for such funds was made by Tenant until of, or the date Tenant should have reasonably had notice of, the inaction, omission, event or action that gave rise to such claim, demand, right or defense. As used herein, a “Force Majeure Event” shall be any delay caused by or resulting from acts of final adverse determination andGod, thereafterwar, at the Overdue Rate until paid. During the term civil commotion, fire, flood or other casualty, labor difficulties, shortages of the Operating Agreementor inability to obtain labor, Landlord shall indemnify and hold Tenant harmless against all claimsmaterials or equipment, costs and expenses (including government regulations, unusually severe weather, or other causes beyond such party’s reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearscontrol.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if If (x) Landlord shall default in the performance or observance of any of its covenants or Landlord’s obligations set forth in under this Agreementlease, and any (y) such default shall continue uncured for a period of ten (101) days after Notice thereof with respect to monetary defaults, and thirty (30) days after Notice thereof with respect to non-monetary defaults, Landlord’s receipt of a written notice from Tenant specifying such default and requiring it to Landlord andbe cured, subject to Section 19.3, any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaults, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases 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; provided, however, that if any such default cannot with due diligence be cured by Landlord within a period of thirty (30) days, and Landlord commences the cure of such default within such thirty (30) day period, and thereafter prosecutes the cure of such default with reasonable diligence to completion, then the period of time within which Landlord may cure such default shall be extended for so long as Landlord continues to prosecute such cure with reasonable diligence or (2) in the case of an emergency, two (2) days after Landlord's receipt of verbal or electronic notice from Tenant (notwithstanding the notice provisions of this lease) specifying such default and requiring it to be cured (a “Landlord Default”). Upon the occurrence of a Landlord Default, Tenant may (x) obtain such remedy or relief as may be available at law or in equity, or (y) perform such obligations on behalf of Landlord for the account, and at the expense, of Landlord. In the event Tenant performs such obligations on behalf of Landlord, then within twenty (20) business days after Tenant’s delivery of an invoice therefor (together with reasonable supporting documentation), Landlord shall reimburse Tenant for the out-of-pocket expenses incurred by Tenant (including reasonable attorneys’ fees) in connection with Tenant’s performance of any such adverse determinationobligations of Landlord for the account of Landlord pursuant to this section, Landlord shall pay to Tenant together with interest on any disputed funds thereon, at the Disbursement Raterate of 4%, from the date demand that such expenses were incurred by Tenant to the date that the same are reimbursed to Tenant by Landlord. If Landlord fails to reimburse Tenant for such funds was made expenses by the due date for such reimbursement, Tenant may deduct the amount of such expenses, plus interest thereon, from the date incurred until the date so offset, from the next accruing amounts of final adverse determination andrent due under this lease. No deduction from rent in accordance with this section will constitute a default or breach by Tenant under this lease. The specific rights and remedies granted to Tenant under this lease are cumulative and are not intended to be exclusive of each other or of any other remedies which may be available to Tenant at law or in equity. Tenant may exercise any and/or all such rights and remedies (whether specifically granted herein or otherwise available to Tenant at law or in equity, thereafterincluding the right and remedy of injunction) at such times, at in such order, to such extent, and as often, as Tenant deems advisable without regard to whether the Overdue Rate until paidexercise of any such right or remedy precedes, is concurrent with or succeeds the exercise of another such right or remedy. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from If a Landlord Default under the terms and conditions provision of this Agreement which shall cause Lease other than this section (ii) specifies that, upon the performance or nonperformance of an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement obligation or the Pooling Agreement. The provisions occurrence or nonoccurrence of an event within a time period or by a deadline specified in such provision, Tenant may pursue a specific remedy or take a specific course of action that is expressly set forth in such provision (either with or without requiring that Tenant give notice), then upon the performance or nonperformance of such obligation or occurrence or nonoccurrence of such event within such period or by such deadline, Tenant may pursue the specific remedy or course of action provided by such provision without giving Landlord any notice or affording Landlord any cure right in addition to that specifically required by such provision and Landlord will not, by virtue of this Section 14.2 shall survive the terminationsection (ii), expiration be entitled to any additional notice or cancellation of this Agreement for a period of five (5) yearscure period.

Landlord’s Default. Subject Landlord’s failure to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall default in the performance perform or observance of observe any of its covenants or obligations set forth in under this Agreement, and any Lease shall constitute a default by Landlord under this Lease only if such default failure shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and thirty (30) days after Notice thereof with respect to non-monetary defaults, Landlord receives written notice from Tenant to Landlord andspecifying the default (provided that, subject to Section 19.3, any applicable Facility Mortgagee, if the nature of Landlord’s breach or default is such additional period as may be that more than thirty (30) days are reasonably required for its cure, and if within the thirty (30) days Landlord diligently commences to correct cure and thereafter actively, diligently and in good faith prosecutes the same with continuity to completion, then the time for curing such non-monetary defaults, Tenant may declare default shall be extended for so long as is reasonably necessary). Following the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrarydefault, Tenant shall have no the right to terminate this Agreement pursue any remedy available under Applicable Law for any such default by Landlord hereunder or under the Other Leases 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; provided, however, that in no case shall Tenant have any right to terminate this Lease on account of any such default or to set off any damages or other amount payable by Landlord against any Basic Rent or Additional Rent payable by Tenant under this Lease. In the event of a default by Landlord, Tenant shall provide written notice to Landlord, and to Lender (if any such adverse determination, Landlord shall pay to and if Tenant interest on any disputed funds at has been provided the Disbursement Rate, from the date demand notice information for such funds was made by Tenant until Lender) and then without further notice or demand, shall have the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term right to any one or more of the Operating Agreement, Landlord shall indemnify following remedies in addition to all other rights and hold Tenant harmless against all claims, costs remedies provided at law or in equity or elsewhere herein (but subject to the limitations set forth in the previous sentence): (a) to pursue the remedy of specific performance; and expenses (including reasonable attorneys' fees and paralegals' feesb) to seek money damages for actual loss arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of Landlord’s failure to discharge its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsLease.

Landlord’s Default. Subject It shall be a default and breach of this Lease by Landlord if it shall fail to Landlord's right perform or observe any term, condition, covenant, or obligation required to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall default in the performance be performed or observance of any of its covenants or obligations set forth in observed by it under this Agreement, and any such default shall continue Lease for a period of ten (10) days after Notice thereof with respect to monetary defaults, and thirty (30) days after Notice written notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaults, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases 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; provided, however, that if the term, condition, covenant, or obligation to be performed by Landlord is of such nature that the same cannot reasonably be performed within such thirty (30) day period, such default shall be deemed to have been cured if Landlord commences such performance within said thirty (30) day period and thereafter diligently undertakes to complete the same. Tenant shall not have the right based upon a default of Landlord to terminate this Lease or to withhold, offset, or xxxxx rent, Tenant’s sole recourse for Landlord’s default being an action for damages against Landlord for diminution in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term rental value of the Operating AgreementPremises for the period of Landlord’s default, Landlord which is proximately caused by Landlord’s default. Tenant shall indemnify and hold Tenant harmless against all claimsnot have the right to terminate this Lease or to withhold, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under offset, or xxxxx the terms and conditions payment of this Agreement which shall cause an Event of Default under Section 16.01 of rent based upon the Operating Agreement unreasonable or a breach arbitrary withholding by Landlord of its obligations under consent or approval of any matter requiring Landlord’s consent or approval, including but not limited to any proposed assignment or subletting, Tenant’s remedies in such instance being limited to a declaratory relief action, specific performance, or injunctive relief. Tenant shall not in any case be entitled to any consequential or punitive damages based upon any Landlord default or withholding of consent or approval.. Notwithstanding anything to the Owner Agreement contrary contained in this Lease, if a Landlord’s failure to perform involves a risk to the safety or the Pooling Agreement. The provisions security of this Section 14.2 persons or property, Landlord shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsimmediately commence curing such failure.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall not be deemed to be in default in the performance or observance of any of its covenants or obligations set forth in this Agreement, hereunder unless it shall fail to perform such obligations and any such default failure shall continue for a period of ten (10) 30 days after Notice thereof with respect to monetary defaults, and thirty (30) days after Notice thereof with respect to non-monetary defaults, following receipt of notice from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or such additional period time as may be is reasonably required to correct any such non-monetary defaults, default after notice has been given by Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgageespecifying the nature of Landlord’s alleged default. Thereafter, Tenant may (but Landlord shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord not be liable in any event for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed incidental or consequential damages to Tenant as by reason of the fifth (5th) day after the any default by Landlord receives Tenant's Notice thereforhereunder, whether or not Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of is notified that such reimbursement from the expiration of the applicable cure period to the date of payment thereofdamages may occur. Except as otherwise expressly provided herein to the contraryset forth in Section 6.2 hereof, Tenant shall have no right to terminate this Agreement Lease for any default by Landlord hereunder or under the Other Leases and no right, for any such default, to offset or counterclaim against any Rent or other charges rent due hereunder. Notwithstanding the foregoing, if any repairs to the Premises or any Building systems that serve the Premises exclusively that Landlord is required by this Lease to perform are not performed within thirty (30) days after notice from Tenant (or such longer period as may be reasonably required in the event that any such repair, maintenance, cleaning or lighting cannot be completed within said thirty (30) day period), Tenant shall have the right to perform such obligation of Landlord. If Tenant performs any such obligation of Landlord, Landlord shall in good faith dispute pay to Tenant the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice reasonable cost thereof to within thirty (30) days after notice from 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; provided, however, that in no event shall Tenant have the event right to offset or deduct the amount thereof against any payment of rent due hereunder. If an emergency occurs where a repair is required to be done to the Premises or any Building systems that serve the Premises exclusively immediately in order to avoid imminent danger to persons or material damage to the Premises, Tenant shall have the right to self-help consistent with the immediately preceding grammatical paragraph of this Section 10.7 after giving Landlord only such adverse determinationnotice as is reasonable under the circumstances, provided, however, that formal notice shall be promptly given thereafter. However, the right of self-help afforded to Tenant in this Section 10.7 shall be carefully and judiciously exercised by Tenant, it being understood and agreed that except in the case of an emergency, Landlord shall pay be given sufficient opportunity to Tenant interest on take the action required of Landlord to avoid such default, in order to avoid any disputed funds at conflict with respect to whether or not self-help should have been availed of by Tenant, or with respect to the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term reasonableness of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach incurred by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsTenant.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall be in default hereunder in the performance or observance event Landlord has not begun and pursued with reasonable diligence the cure of any failure of Landlord to meet its covenants or obligations set forth in this Agreement, and any such default shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and hereunder within thirty (30) days after Notice thereof with respect to non-monetary defaults, of the receipt by Landlord of written notice from Tenant of the alleged failure to perform. In no event shall Tenant have the right to terminate or rescind this Lease as a result of Landlord's default as to any covenant or agreement contained in this Lease. Tenant hereby waives such remedies of termination and rescission and hereby agrees that Xxxxxx's remedies for default hereunder and for breach of any promise or inducement shall be limited to a suit for damages and/or injunction. In addition, Tenant hereby covenants that, prior to the exercise of any such remedies, it will give the mortgagees holding mortgages on the Building notice and a reasonable time to cure any default by Landlord andas set forth in Section 23.02. Notwithstanding anything to the contrary contained in this Lease, if Landlord shall at any time be in default in the performance of any obligation under this Lease and Tenant shall have obtained a monetary judgment from a court of competent jurisdiction, which judgment is not subject to Section 19.3, any applicable Facility Mortgagee, appeal or such additional period as may be reasonably required otherwise stayed by Landlord and which judgment had not been paid by Landlord to correct such non-monetary defaultsTenant within sixty (60) days after final entry, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject right to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on offset the amount of such reimbursement from the expiration monetary judgment against payment of the applicable cure period next succeeding payments of Rent (including, without limitation, Rent Adjustments) due under this Lease upon prior written notice to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases 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; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsintention to do so.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall not be deemed to be in default in the performance or observance of any of its covenants or obligations set forth in this Agreement, and any hereunder unless such default shall continue remain uncured for a period of ten (10) days after Notice thereof with respect to monetary defaults, and more than thirty (30) days after Notice thereof with respect to non-monetary defaults, following written notice from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgageespecifying the nature of such default, or such additional longer period as may be reasonably required to correct such non-monetary defaultsdefault. Landlord's liability to keep, Tenant may declare maintain, and repair shall always be limited to the occurrence cost of a "making such repair or accomplishing such maintenance or repair. In no event whatsoever shall Landlord Default" under be liable for consequential or any indirect damages. The provisions of this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, Section 12.7 are further subject to the provisions of the following paragraph, invoice Landlord for costs Articles X and expenses (including reasonable attorneys' fees, paralegals' fees XI dealing with eminent domain and court costs) incurred by Tenant in curing the same. If any such costs fire and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereundercasualty. If Landlord shall defaults in good faith dispute the occurrence performance of any its obligations under this Lease and such default remains uncured for the period provided for in the first sentence of this Section 12.7, Tenant may, upon not less than ten (10) Business Days prior written notice to Landlord Default and Landlord(in addition to the notice provided for above), before take reasonable steps to cure 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 thereofdefault; provided, however, that in an emergency situation in which it is not reasonable for Tenant to wait for the aforesaid period(s), Tenant may cure the default upon such shorter prior written notice, or contemporaneous written notice, as is reasonable under the circumstances. If Tenant has the right to, and does, cure a default by Landlord as permitted above, Tenant may setoff the reasonable costs thereof against the Base Rent and Additional Rent next coming due; provided, however, that as a condition of such right of Tenant to setoff such costs, such right shall have either been conceded in writing by Landlord or Landlord's default shall have been determined by a court of competent jurisdiction. In no event shall Tenant have the right to terminate this Lease by reason of any such adverse determinationa default by Landlord, Landlord except as expressly provided herein. Landlord's and Tenant's obligations under this Lease are independent of each other, except that nothing shall pay to Tenant interest on any disputed funds at limit or affect the Disbursement Rate, from the date demand rights of either party for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term a default of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsother as set forth herein.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall in no event be charged with default in the performance or observance of any of its covenants or obligations set forth in under this Agreement, Lease unless and any until Landlord shall have failed to perform such default shall continue for a period of obligations within ten (10) days (or within such additional time as is reasonably required to remedy any such default) after Notice thereof written notice to Landlord by Tenant properly specifying and detailing the particulars of wherein and whereby Tenant claims Landlord has failed to perform any such obligations. If the holder of record of the first mortgage covering the Premises shall have given prior written notice to Tenant that it is the holder of such first mortgage and such notice includes the address at which notices to such mortgagee are to be sent, then Tenant shall give such mortgagee notice simultaneously with respect any notice given to monetary defaults, and Landlord to correct any default of Landlord as hereinabove provided. Such mortgagee shall have the right within thirty (30) days after Notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, (or within such additional period time as may be is reasonably required to correct such non-monetary defaults, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases and no right, for any such default) after receipt of such notice to correct or remedy such default before Tenant may take any action under this Lease by reason of such default. Any notice of default given Landlord by Tenant shall be null and void unless simultaneous notice has been given by Tenant to said first mortgagee. It is specifically understood and agreed, anything in this Lease to offset or counterclaim against the contrary notwithstanding, that there shall be no personal liability on Landlord with respect to 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 periodcovenants, 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 thereofconditions or provisions of this Lease; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach or default by Landlord of any of its obligations under this Lease, Tenant shall look solely to the Owner Agreement equity of Landlord in the Building for the satisfaction of Tenant’s remedies, and in absolutely no event shall Landlord be liable for prospective profits or the Pooling Agreement. The provisions of this Section 14.2 shall survive the terminationspecial, expiration indirect, or cancellation of this Agreement for a period of five (5) yearsconsequential damages.

Landlord’s Default. Subject In no event shall Landlord be in default unless notice thereof has been given to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall default in the performance (and all mortgagees of which Tenant has notice) and Landlord (or observance of any of its covenants or obligations set forth in this Agreement, and any such default mortgagee at its sole discretion) fails to perform within forty-five (45) days (“Landlord’s Cure Period”; provided, however, that such forty-five (45) day period shall continue for a be reasonably extended if such performance begins within such period and thereafter is diligently pursued, or if such mortgagee notifies Tenant within such period that it intends to cure on behalf of ten Landlord and thereafter begins curing within such period, or if later within forty-five (1045) days after Notice thereof with respect acquiring possession of the Property if the cure requires the mortgagee to monetary defaultsobtain possession of the Property, and diligently pursues curing with reasonable promptness). In the event that the Premises are rendered untenantable as a result of Landlord’s default, then commencing on the day immediately following the expiration of Landlord’s Cure Period, Tenant shall have the right to cure the condition that is the cause of such default (provided that such right shall be limited to the Premises and systems exclusively serving the Premises, and in no event shall Tenant be permitted to perform any work on or affecting the structural components or base building systems of the Building) and Landlord shall, within thirty (30) days after Notice thereof with respect to nonof demand, reimburse Tenant for any reasonable, actual out-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct such nonof-monetary defaults, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for pocket costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the sameeffecting such cure. If Notwithstanding any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the provision contained herein, in no event shall Landlord receives Tenant's Notice therefor, Landlord shall pay ever be liable to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereofor any person claiming by, through or under Tenant, for any special, indirect, incidental or consequential damages, or for any lost profits. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for Lease as a result of any breach or default by Landlord hereunder hereunder, except in the case of a partial or under total wrongful eviction (constructive or actual) of the Other Leases and Tenant from the Premises by Landlord. In addition, Tenant shall have no right, for as a result of any such breach or default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute Subject to the occurrence provisions of any Landlord Default and LandlordSection 41 hereof, 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 Tenant shall be deemed entitled to have occurred and seek monetary damages from Landlord shall have no obligation with respect thereto until final adverse determination thereof; providedfor such breach or default, however, that in the event of any such adverse determination, Landlord shall pay as well as all other remedies available to Tenant interest on at law or in equity, as limited by the foregoing. Any mortgagee notice and cure periods set forth in any disputed funds at subordination, nondisturbance and attornment agreement then in effect under Section 11.1 hereof shall control to the Disbursement Rate, extent the same differs from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsforegoing.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall in no event be in default in the performance or observance of any of its covenants or Landlord’s obligations set forth in this Agreement, hereunder unless and any until Landlord shall have failed to perform such default shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and thirty (30) days after Notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgageeobligations within 30 days, or such additional period time as may be is reasonably required to correct any such non-monetary defaultsdefault, after notice by Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and properly specifying wherein Landlord has failed to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If perform any such costs and expenses have not been reimbursed to Tenant as of obligation. Notwithstanding the fifth (5th) day after the Landlord receives Tenant's Notice thereforforegoing, Landlord shall pay use good faith efforts to Tenantperform its repair and maintenance obligations in a commercially reasonable time frame. It is the express understanding and agreement of the parties and a condition of Landlord’s agreement to execute this Lease that in no event shall Tenant have the right to terminate this Lease or seek an abatement to or offset from Fixed Rent or Additional Rent as a result of Landlord’s default, but Tenant shall be entitled to seek all other remedies, at law or equity, as a late charge computed at the Overdue Rate on the amount result of such reimbursement from the expiration default. Notwithstanding any other provision of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein this Lease to the contrary, Tenant in no event shall have no right to terminate this Agreement Landlord ever be liable for punitive, special or consequential damages arising out any act, omission or Xxxxxxxxxx Xxxxx — Color Kinetics Expansion Space Lease (BWOP2) default by Landlord (or any party for whom Landlord is responsible). This Lease and the obligations of Tenant hereunder shall not be affected or impaired because Landlord is unable to fulfill any of its obligations hereunder or under is delayed in doing so, if such inability or delay is caused by reason of a Force Majeure Event (as defined below), and the Other Leases and no right, time 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 ’s performance shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof; provided, however, that in extended for the event period of any such adverse determinationdelay. Any claim, Landlord demand, right or defense by Tenant that arises out of this Lease or the negotiations which preceded this Lease shall pay to be barred unless Tenant interest on any disputed funds at the Disbursement Ratecommences an action thereon, from or interposes a defense by reason thereof, within eighteen (18) months after the date demand for such funds was made by Tenant until of, or the date Tenant should have reasonably had notice of, the inaction, omission, event or action that gave rise to such claim, demand, right or defense. As used herein, a “Force Majeure Event” shall be any delay caused by or resulting from acts of final adverse determination andGod, thereafterwar, at the Overdue Rate until paid. During the term civil commotion, fire, flood or other casualty, labor difficulties, shortages of the Operating Agreementor inability to obtain labor, Landlord shall indemnify and hold Tenant harmless against all claimsmaterials or equipment, costs and expenses (including government regulations, unusually severe weather, or other causes beyond such party’s reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearscontrol.

Landlord’s Default. Subject In no event shall Landlord be deemed to Landlord's right to dispute its obligation be in accordance with Section 5.1.5(b), if default under this Lease unless and until Landlord shall default have defaulted in the performance or observance of any of its covenants or obligations set forth in under this AgreementLease and Tenant shall have given to Landlord written notice of the default and, and any such default shall continue for within a reasonable period of ten (10) days after Notice thereof with respect to monetary defaultstime following Landlord’s receipt of such notice, and but in no event less than thirty (30) days after Notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaults, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice following Landlord’s receipt of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefornotice, Landlord shall pay not commence diligently to prosecute the cure of such default to completion. In the event of any alleged default on the part of Landlord under this Lease, Tenant shall give notice by registered mail to any beneficiary or mortgagee of a deed of trust or mortgage encumbering the Premises whose address shall have been furnished to Tenant, and shall offer such beneficiary or mortgagee a late charge computed at reasonable opportunity to cure the Overdue Rate on the amount of such reimbursement from the expiration default, including time to obtain possession of the applicable cure period Premises by power of sale or judicial foreclosure, if such shall be necessary to the date of payment thereofeffect a cure. Except as otherwise expressly provided herein to the contrary, Tenant shall not have no the right to terminate this Agreement for Lease or to withhold, reduce or offset any default by amount against any payments of Rent or any other amounts due and payable under this Lease except as otherwise specifically provided herein. The liability of Landlord hereunder (including all persons and entities that comprise Landlord) under this Lease or otherwise in the connection with the Premises or the Building shall be limited to Landlord’s interest in the Building, and in no event shall any other assets of Landlord or any assets of any constituent partner or member of Landlord be subject to any liability arising out of or in connection with this Lease, the Premises or the Building on behalf of itself and all persons claiming by, through, or under the Other Leases 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 Tenant expressly waives and releases Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof; provided, however, that in the event of from any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand personal liability for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions breach of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsLease.

Landlord’s Default. Subject If Landlord fails to perform any covenant or agreement to be performed by Landlord under Section 14.1, Section 16.4, Article XX, Article XXI, or Section 21.8 of this Lease (including, but not limited to, Landlord's right failure to dispute its obligation keep the Parcels free of any and all liens created by or through Landlord except as approved by Tenant in accordance with Section 5.1.5(bwriting), and if Landlord shall the failure or default in the performance or observance of any of its covenants or obligations set forth in this Agreement, and any such default shall continue continues for a period of ten (10) days after Notice thereof with respect to monetary defaults, and thirty (30) days after Notice thereof with respect to non-monetary defaults, from Tenant to Landlord and(except for emergencies and except for payment of any lien or encumbrance threatening the imminent sale of the Parcels or any portion thereof, subject to Section 19.3, any applicable Facility Mortgagee, in which case payment or such additional period as cure may be reasonably required made as soon as necessary to correct minimize the damage to person or property caused by such non-monetary defaultsemergency or to prevent any such sale), Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereaftermay, Tenant may (but shall have no obligation to) cure , pay the same and cure such default on behalf of and, subject so long as such failure to perform arises due to Landlord's gross negligence, willful misconduct, or willful breach of this Lease, at the provisions expense of Landlord and do all reasonably necessary work and make all reasonably necessary payments in connection therewith including, but not limited to, the following paragraph, invoice Landlord for costs and expenses (including payment of reasonable attorneys' fees, paralegals' fees and court costs) disbursements incurred by Tenant in curing Tenant. Notwithstanding the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contraryforegoing, Tenant shall have no right to terminate this Agreement for cure any default such failure to perform by Landlord hereunder or under the Other Leases so long as Landlord is diligently 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 attempting to cure such matter. Notwithstanding anything to the occurrence contrary, Landlord's liability under this Lease shall in all events be limited as provided in Section 21.13 below, or as otherwise indicated in this Lease. ARTICLE XXTENANT'S OPTION TO PURCHASE OR TERMINATE 20.1 Option To Purchase Parcels. Purchase Option. On any Rent Payment Date during the Term, Tenant shall have the option ("Purchase Option") to purchase all, but not less than all of a Parcel covered by a Lease Supplement. The purchase price ("Purchase Price") for the Parcel shall be the sum of accrued and unpaid Base Rent, any accrued and unpaid Additional Rent, plus the Lease Investment Balance under the applicable Lease Supplement and expenses incurred by Landlord Default and Landlord, before in consummating the expiration transfer of the applicable cure period, shall give Notice thereof Parcel pursuant to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default this Article XX. The Purchase Price shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof; provided, however, that deposited by Tenant in escrow as provided in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at Participation Agreement and distributed as provided in the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Rent Purchase Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) years.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Tenant shall promptly notify Landlord shall default in of the performance need for any repairs or observance of any of its covenants or obligations set forth in this Agreement, and any such default shall continue for a period of ten (10) days after Notice thereof action with respect to monetary defaultsother matters that are Landlord’s obligation under this Lease. If Landlord fails to perform any covenant, and condition, or agreement contained in this Lease within thirty (30) days after Notice thereof with respect to non-monetary defaults, receipt of notice from Tenant to Landlord and, subject to Section 19.3, any applicable Facility MortgageeTenant, or if such additional default cannot reasonably be cured within thirty (30) days, and if Landlord fails to commence to cure within such thirty (30) day period as may be reasonably required or to correct such non-monetary defaults, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure diligently prosecute the same andto completion, then subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant other limitations set forth elsewhere in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice thereforthis Lease, Landlord shall pay be liable to TenantTenant for any damages sustained by Tenant as a result of Landlord’s breach; provided that in no event shall (a) Landlord be liable for indirect, consequential or punitive damages, including without limitation, any damages based on lost profits; or (b) Tenant have the right to terminate this Lease on account of a late charge computed at Landlord default. Tenant shall have the Overdue Rate on right to withhold, reduce or offset any amount resulting from Landlord’s default against any payments of Rent or any other charges due and payable under this Lease only after Tenant has obtained a final, non-appealable judgment against Landlord for the amount of such reimbursement from the expiration due. In addition, if Landlord has not timely paid to Tenant all or any portion of the applicable cure period Allowance as and when required under Exhibit E and any such amounts remain unpaid thirty (30) days after such amounts were due, then provided Tenant has given Landlord at least ten (10) days prior written notice of the failure to the date of payment thereof. Except as otherwise expressly provided herein to the contrarytimely pay such amounts, Tenant shall have no the right to terminate offset such unpaid amounts against Tenant’s Base Rent and Tenant’s Cost Allocation obligations accruing under this Agreement for any default by Landlord hereunder Lease (or under the Other Leases and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall as provided in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof ’s consent 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; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its ’s obligations under the Owner Agreement Sublease, if applicable) until the entire Allowance payable to Tenant has been fully received by Tenant (either by way of payment from Landlord or credited against Tenant’s Base Rent and Tenant’s Cost Allocation or Tenant’s obligations under the Pooling Agreement. The provisions of this Section 14.2 shall survive the terminationSublease, expiration or cancellation of this Agreement for a period of five (5) yearsif applicable).

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall not be deemed to be in default or breach 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, Lease unless and any until it has failed to perform such default shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and obligation within thirty (30) days after Notice thereof with respect to non-monetary defaults, from receipt of written notice by Tenant to Landlord andspecifying that Landlord has failed to perform such obligation; provided, subject 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 to Section 19.3, any applicable Facility Mortgagee, be in default or breach if it shall commence such additional performance within such thirty (30) day period as may be reasonably required to correct such non-monetary defaults, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure thereafter diligently prosecute the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the samecompletion. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for Lease, except as expressly provided herein. No act or failure to act on the part of Landlord that would entitle Tenant under the terms of this Lease or by Law to be relieved of Tenant’s obligations hereunder (except with respect to Tenant’s rights to terminate the Lease as set forth in Articles 10 and 13 above) shall result in a release of such obligations unless (i) Tenant has given thirty (30) days written notice by registered or certified mail to any beneficiary of a deed of trust or mortgagee of a mortgage covering the Premises whose address shall have been furnished to Tenant and (ii) Tenant offers such beneficiary or mortgagee a reasonable opportunity to cure the default or breach, including the time reasonably necessary to obtain possession of the Premises by power of sale, if such should prove necessary to effect a cure. It is expressly understood and agreed that any money judgment against Landlord resulting from any default by Landlord hereunder or other claim arising under this Lease or related thereto shall be satisfied only out of the Other Leases amount of Landlord’s interest in Buildings 910 and 970 and the land underlying Buildings 910 and 970, including all rents, issues, profits and proceeds of the Project (collectively with Landlord’s interest in such building and underlying land, “Income”), and no rightother real, for personal or mixed property of Landlord, wherever situated, shall be subject to levy on any such defaultjudgment obtained against Landlord and if such Income is insufficient for the payment of such judgment, to offset Tenant will not institute any further action, suit, claim 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 forthdemand, in reasonable detailLaw or in equity, against Landlord for 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 thereofamount of such deficiency; provided, however, that Landlord’s liability under this Lease shall be limited in all events to a maximum of Ten Million Dollars ($10,000,000). Tenant hereby waives, to the extent waivable under Law, any right to satisfy said money judgment against Landlord except from the Income, subject to the $10,000,000 liability cap referred to above. In the event of an assignment of Landlord’s interest in this Lease, the assignor shall no longer be liable for the performance or observation of any such adverse determination, agreements or conditions on the part of the Landlord shall pay to Tenant interest on any disputed funds at be performed or observed subsequent to the Disbursement Rate, from the date demand for such funds was made by Tenant until the effective date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearssuch assignment.

Landlord’s Default. Subject to Landlord's right to dispute its obligation Except as otherwise provided in accordance with Section 5.1.5(b)this Lease, Landlord shall be in default under this Lease if Landlord shall default in the performance or observance of fails to perform any of its covenants or obligations set forth in this Agreement, hereunder and any such default shall continue said failure continues for a period of ten (10) days after Notice thereof with respect to monetary defaults, and thirty (30) days after Notice written notice thereof with respect to non-monetary defaults, from Tenant to Landlord and(unless such failure cannot reasonably be cured within thirty (30) days and Landlord shall have commenced to cure said failure within said thirty (30) days and continues diligently to pursue the curing of the same). If Landlord defaults under this Lease and if, subject as a consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only out of the proceeds of sale received upon execution of such judgment against the right, title and interest of Landlord in the Shopping Center as the same may then be constituted and encumbered, and Landlord shall not be liable for any deficiency. In no event shall Tenant have the right to Section 19.3, levy execution against any applicable Facility Mortgagee, or property of Landlord other than its interest in the Shopping Center. Upon any such additional period as may be reasonably required to correct such non-monetary defaultsuncured default by Landlord, Tenant may declare the occurrence exercise any of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafterits rights provided in law or at equity; provided, however: (a) Tenant may (but shall have no obligation to) cure right to offset or xxxxx rent in the same andevent of any default by Landlord under this Lease, subject except to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by extent offset rights are specifically provided to Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth this Lease; (5thb) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for Lease; and (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. 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 personal obligations of the individual partners, directors, officers, members or shareholders of Landlord hereunder or under Landlord’s partners, and REGENCY CENTERS INITIAL HERE /s/ [ILLEGIBLE] /s/ [ILLEGIBLE] Tenant shall not seek recourse against the Other Leases and no rightindividual partners, directors, officers, 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 assets 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 satisfaction 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 liability with respect thereto until final adverse determination thereof; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsLease.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall in no event be charged with ------------------ default in the performance or observance of any of its covenants or obligations set forth in under this Agreement, Lease unless and any until Landlord shall have failed to perform such default shall continue for a period of obligations within ten (10) days (or within such additional time as is reasonably required to remedy any such default) after Notice thereof written notice to Landlord by Tenant properly specifying and detailing the particulars of wherein and whereby Tenant claims Landlord has failed to perform any such obligations. If the holder of record of the first mortgage covering the Premises shall have given prior written notice to Tenant that it is the holder of such first mortgage and such notice includes the address at which notices to such mortgagee are to be sent, then Tenant shall give such mortgagee notice simultaneously with respect any notice given to monetary defaults, and Landlord to correct any default of Landlord as hereinabove provided. Such mortgagee shall have the right within thirty (30) days after Notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, (or within such additional period time as may be is reasonably required to correct such non-monetary defaults, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases and no right, for any such default) after receipt of such notice to corrector remedy such default before Tenant may take any action under this Lease by reason of such default. Any notice of default given Landlord by Tenant shall be null and void unless simultaneous notice has been given by Tenant to said first mortgagee. It is specifically understood and agreed, anything in this Lease to offset or counterclaim against the contrary notwithstanding, that there shall be no personal liability on Landlord with respect to 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 periodcovenants, 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 thereofconditions or provisions of this Lease; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach or default by Landlord of any of its obligations under this Lease, Tenant shall look solely to the Owner Agreement equity of Landlord in the Building for the satisfaction of Tenant's remedies, and in absolutely no event shall Landlord be liable for prospective profits or the Pooling Agreement. The provisions of this Section 14.2 shall survive the terminationspecial, expiration indirect, or cancellation of this Agreement for a period of five (5) yearsconsequential damages.

Landlord’s Default. Subject Landlord shall not be in default in the ------------------ performance of any obligation required to be performed by Landlord under this Lease, and Tenant shall have no right to any remedy for such failed obligation available under this Lease, at law or otherwise, unless Landlord has failed to perform such obligation within a commercially reasonable time period (which shall not exceed fifteen (15) days unless the time to cure such failure requires more than fifteen (15) days in which event Landlord must commence to cure within such fifteen (15) day period and thereafter diligently pursue the same to completion) after the receipt of written notice from Tenant specifying in detail Landlord's right failure to dispute its perform; provided, however, if, during such commercially reasonable time period, Landlord neither cures the failed obligation in accordance with Section 5.1.5(b)nor commences performance and thereafter diligently and continuously proceeds to cure such failed obligation, if then Landlord shall be in default in the performance or observance of any of its covenants or obligations set forth in such obligation required to be performed under this AgreementLease, and any Tenant may cure Landlord's default for the account and at the expense of Landlord and render a xxxx to Landlord for such default shall continue for a period of ten (10) days after Notice thereof with respect expense. If Landlord fails to monetary defaults, and pay such xxxx within thirty (30) days after Notice thereof it is rendered, Tenant may bring suitable legal action to require Landlord to pay such xxxx. If the final judgment of such action determines that Landlord was in default, and that Tenant in curing the default reasonably incurred an expense, or if Landlord agrees in writing that Tenant may do so with respect to non-monetary defaultsthe amount of the deduction, from Tenant Tenant, in addition to Landlord andits normal remedies, subject to Section 19.3, any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaults, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of Section 29.10 of this Lease (which Section 29.10 shall prevail in the following paragraphevent of a ------------- ------------- conflict with this Section 19.6), invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on may deduct the amount of such reimbursement the final judgment, ------------ together with interest as set forth in the following sentence, or the amount so approved by Landlord, as the case may be, from the expiration Base Rent and any other amounts payable by Tenant hereunder to Landlord until Tenant has recovered all of such amount. The amount to be paid by Landlord shall include interest on the judgment at the reference rate of interest of Bank of America, N.T.&S.A., not to exceed the highest rate permitted by applicable cure period law, from the date Tenant paid the expense to the date of payment thereofby Landlord to Tenant. Except as otherwise expressly provided herein In addition, but subject to the contraryprovisions of Section 29.10 hereof, Tenant may exercise such ------------- rights or remedies that shall have no right be provided or permitted by law to terminate this Agreement for recover any default damages proximately caused by Landlord hereunder or under the Other Leases 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; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafterat Tenant's election, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of after five (5) yearsbusiness days' written notice to Landlord of such election, Tenant may offset all or any portion of such award against any obligation due and owing by Tenant to Landlord under this Lease.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if In the event that Landlord shall at any time be in default in the observance or performance or observance of any of its the covenants or obligations set forth in and agreements required to be performed and observed by Landlord under this Agreement, Lease and any such default shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and thirty (30) days after written Notice thereof with respect to non-monetary defaults, from Tenant to Landlord and(or if such default cannot reasonably be cured within thirty (30) days, subject then if Landlord has not commenced to Section 19.3cure such default within said thirty (30) day period or, having commenced thereafter does not diligently prosecute such cure to completion within ninety (90) days after Landlord's receipt of Tenant's written Notice of default), then Tenant shall be entitled, at its election, in addition to any applicable Facility Mortgageeother rights it may have in law or in equity, or such additional period as to bring suit for the collection of any amounts for which Landlord may be reasonably required to correct such non-monetary defaultsin default, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed together with interest thereon at the Overdue Rate on Rate, or for the amount performance of such reimbursement from the expiration of the applicable cure period to the date of payment thereofany other covenant or agreement devolving upon Landlord. Except as otherwise expressly provided herein to the contraryIn addition, Tenant shall have no right be entitled to terminate this Agreement for any default by recover from Landlord hereunder or under the Other Leases 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; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including 's reasonable attorneys' fees actually incurred and paralegals' fees) reasonable expenses incurred in enforcing any of the covenants and agreements of Landlord under this Lease. In the event Tenant obtains a judgment against Landlord arising from a Landlord Default out of Landlord's default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 Lease, Tenant may, to the extent the judgment is not paid by Landlord, elect to set off the amount of the Operating Agreement or a breach judgment, plus interest at the Overdue Rate, against the next due installments of Base Rent and Additional Rent. Election by Landlord Tenant to set off against Rent shall not constitute an election of its obligations under remedies and Tenant may pursue all remedies available at law and equity to enforce the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsjudgment against Landlord.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall not be deemed to be in breach of, or in default in the performance or observance of of, any of its covenants or obligations set forth in under this Agreement, Lease unless it shall fail to perform such obligation(s) and any such default failure shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and thirty (30) days after Notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgageedays, or such additional period time as may be is reasonably required to correct any such non-monetary defaultsbreach or default, after written notice has been given by Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgageespecifying the nature of Landlord’s alleged breach or default. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement Lease for any breach or default by Landlord hereunder or under the Other Leases and no right, for any such breach or default, to offset or counterclaim against any Rent or other charges rent due hereunder. If In no event shall Landlord ever be liable to Tenant for any punitive damages or for any loss of business or any other indirect, special or consequential damages suffered by Tenant from whatever cause. Tenant further agrees that if Landlord shall in good faith dispute have failed to cure any such breach or default within thirty (30) days of such notice to Landlord (or if such breach or default cannot be cured within said time, then within such additional time as may be necessary if within said thirty days Landlord has commenced and is diligently pursuing the occurrence remedies necessary to cure such breach or default), then the holder(s) of any Landlord Default mortgage(s) or the lessor under any ground lease entitled to notice pursuant to Section 10.6 shall have an additional thirty (30) days within which to cure such breach or default if such breach or default cannot be cured within that time, then such additional time as may be necessary, if within such thirty (30) days any such holder or lessor has commenced and is diligently pursuing the remedies necessary to cure such breach or default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Where provision is made in this Lease for Landlord, before the expiration of the applicable cure period, ’s consent and Tenant shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred request such consent and Landlord shall have no obligation with respect thereto until final adverse determination thereof; providedfail or refuse to give such consent, however, that in the event of Tenant shall not be entitled to any such adverse determination, Landlord shall pay to Tenant interest on damages for any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach withholding by Landlord of its obligations under the Owner Agreement consent, it being intended that Tenant’s sole remedy shall be an action for specific performance or the Pooling Agreement. The provisions of this Section 14.2 injunction, and that such remedy shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsbe available only in those cases where Landlord is expressly required not to withhold its consent unreasonably.

Landlord’s Default. Subject to A "Default by Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), " shall exist hereunder if Landlord shall default in the performance breaches or observance of fails to comply with any of its covenants agreement, term, covenant or obligations set forth condition in this Agreement, Lease applicable to Landlord and any such default shall continue breach or failure to comply continues for a period of ten (10) days after Notice thereof with respect to monetary defaults, and thirty (30) days after Notice the receipt by Landlord and by the holder of any mortgage or deed of trust covering the Premises, the Real Property or any portion thereof with respect of whose address Tenant has been notified in writing (a "Landlord's Mortgagee"), if any, of a written notice thereof referring to non-monetary defaultsthis Paragraph 34 and specifying such failure and requiring it to be remedied, from Tenant or, if such breach or failure to comply cannot reasonably be cured within such thirty (30) day period, if neither Landlord and, subject to Section 19.3, any applicable Facility nor Landlord's Mortgagee, if any, shall in good faith commence to cure such breach or failure to comply within such additional thirty (30) day period as may be reasonably required or shall not diligently proceed therewith to correct such non-monetary defaultscompletion. In the event of a Default by Landlord, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereaftermay, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except except as otherwise expressly provided herein to the contraryin this Lease, bring a separate action against Landlord for any claim Tenant may have against Landlord under this Lease. In no event will Landlord be responsible for any consequential or punitive damages incurred by Tenant, including, but not limited to, loss of profits or interruption of business as a result of any Default by Landlord hereunder. Further, Tenant shall have no right to terminate withhold such amounts or offset against rent or any other amounts due under this Agreement for any default Lease until after final adjudication by a court of competent jurisdiction and unless the Landlord hereunder has failed to post a bond in an amount equal to or greater than the amount due under the Other Leases 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; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsadjudication.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if 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 ten five (105) days Business Days after Notice thereof with respect to monetary defaults, defaults and thirty twenty (3020) days Business Days after Notice thereof with respect to non-monetary defaults, defaults from Tenant to Landlord and, subject to Section 19.3, and any applicable Facility Hotel Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaultsthe same, provided Landlord is proceeding with due diligence to correct the same, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving a second Notice of such declaration to Landlord and to such Facility Hotel Mortgagee. Thereafter, Tenant may (but shall have no obligation to) forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed , together with interest thereon (to Tenant as of the fifth (5thextent permitted by law) day after from the date Landlord receives Tenant's Notice thereforinvoice until paid, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on Rate, and/or offset such amounts against Additional Rent due and payable hereunder; provided, however, that, from and after the amount bankruptcy of Landlord, Tenant may offset such reimbursement from the expiration of the applicable cure period to the date of payment thereofamounts against Minimum Rent and/or Additional Rent payable hereunder. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder, as set forth in the preceding sentence. 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 TenantTenaxx, setting 00 00 xxtting 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; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Interest Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, If Tenant and Landlord shall indemnify and hold Tenant harmless against all claimsfail, costs and expenses in good faith, to resolve any such dispute within ten (including reasonable attorneys' fees and paralegals' fees10) arising from days after Landlord's Notice of dispute, either may submit the matter for resolution to a Landlord Default under the terms and conditions court of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearscompetent jurisdiction.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall not be deemed to be in breach of, or in default in the performance or observance of of, any of its covenants or obligations set forth in under this Agreement, Lease unless it shall fail to perform such obligation(s) and any such default failure shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and thirty (30) days after Notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgageedays, or such additional period time as may be is reasonably required to correct any such non-monetary defaultsbreach or default, after written notice has been given by Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgageespecifying the nature of Landlord’s alleged breach or default. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement Lease for any breach or default by Landlord hereunder or under the Other Leases and no right, for any such breach or default, to offset or counterclaim against any Rent or other charges rent due hereunder. If In no event shall Landlord ever be liable to Tenant for any punitive damages or for any loss of business or any other indirect, special or consequential damages suffered by Tenant from whatever cause. Tenant further agrees that if Landlord shall in good faith dispute have failed to cure any such breach or default within thirty (30) days of such notice to Landlord (or if such breach or default cannot be cured within said time, then within such additional time as may be necessary if within said thirty days Landlord has commenced and is diligently pursuing the occurrence remedies necessary to cure such breach or default), then the holder(s) of any Landlord Default mortgage(s) or the lessor under any ground lease entitled to notice pursuant to Section 10.6 shall have an additional thirty (30) days within which to cure such breach or default if such breach or default cannot be cured within that time, then such additional time as may be necessary, if within such thirty (30) days any such holder or lessor has commenced and is diligently pursuing the remedies necessary to cure such breach or default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). GSDOCS\2096218.11 Where provision is made in this Lease for Landlord, before the expiration of the applicable cure period, ’s consent and Tenant shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred request such consent and Landlord shall have no obligation with respect thereto until final adverse determination thereoffail or refuse to give or shall delay in giving such consent, Tenant shall not be entitled to any damages and Tenant hereby waives any claim based on such failure, refusal or delay; provided, however, that provided however in the event of any such adverse determination, situation where Landlord is expressly required not to withhold its consent unreasonably Tenant shall pay (at its sole remedy) be entitled to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand bring an action for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement specific performance or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsinjunction.

Landlord’s Default. Subject to In the event of Landlord's right failure to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall default in the performance or observance of perform any of its covenants or obligations set forth in agreements under this AgreementLease, Tenant shall give Landlord written notice of such failure and any such default shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and thirty give Thirty (30) days after Notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or such additional period longer time as may be reasonably required by Landlord to correct cure said failure in the exercise of reasonable diligence provided Landlord commences the cure within said Thirty (30) day period and thereafter diligently prosecutes such non-monetary defaults, Tenant may declare the occurrence of a "cure to completion. If Landlord Default" so fails to perform its obligations under this Agreement by giving Notice of such declaration to Lease, then, and only then, will Landlord and to such Facility Mortgagee. Thereafterbe in default under the Lease, Tenant may (but shall have no obligation to) cure the same and, subject in addition to the provisions of the following paragraph, invoice Landlord for costs its other rights and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contraryremedies, Tenant shall have no the right to terminate this Agreement for any cure Landlord's default by and (a) to recover from Landlord hereunder or under the Other Leases 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 cost 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 together with respect thereto until final adverse determination thereof; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds thereon at the Disbursement Rateprime rate charged by Union Bank, main San Xxxxxxxxx xxxxxx, plus five percent (5%)per annum from the date demand for such funds was made by Tenant of the expenditure until the date of final adverse determination andthe repayment. In addition, thereafterupon any such failure by Landlord, at Tenant shall give notice by registered or certified mail to any person or entity with a security interest in the Overdue Rate until paid. During Premises ("Mortgagee") that has delivered Tenant written notice of its interest in the term Premises, and shall provide such Mortgagee a reasonable opportunity to cure such failure, including such time to obtain possession of the Operating AgreementPremises by power of sale or judicial foreclosure, Landlord shall indemnify and hold if such should prove necessary to effectuate a cure. Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 agrees that each of the Operating Agreement Mortgagees to whom this Lease has been assigned is an expressed third party beneficiary hereof. Tenant shall not make any prepayment of rent more than One (1) month in advance without the prior written consent of such Mortgagee. Tenant waives any right under California Civil Code Section 1950.7 or nay other present or future law to the collection of any payment or deposit from such Mortgagee or any purchaser at a breach by Landlord foreclosure sale of its obligations under such Mortgagee's interest unless such Mortgagee or such purchaser shall have received and not refunded the Owner Agreement applicable payment or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsdeposit.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall not be deemed to be in breach of, or in default in the performance or observance of of, any of its covenants obligations under this Lease unless it shall fail to perform (including, but not limited to, as a result of gross negligence or obligations set forth in this Agreement, willful misconduct) such obligation(s) and any such default failure shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and thirty (30) days after Notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgageedays, or such additional period time as may be is reasonably required to correct any such non-monetary defaultsbreach or default, after written notice has been given by Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgageespecifying the nature of Landlord’s alleged breach or default. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement Lease for any breach or default by Landlord hereunder or under the Other Leases and no right, for any such breach or default, to offset or counterclaim against any Rent or other charges rent 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; provided, however, that in the foregoing shall not affect Tenant’s rights under Sections 5.2 and 7.2 hereof. In no event shall Landlord ever be liable to Tenant for any punitive damages or for any loss of business or any other indirect, special or consequential damages suffered by Tenant from whatever cause. Tenant further agrees that if Landlord shall have failed to cure any such breach or default within thirty (30) days of such notice to Landlord (or if such breach or default cannot be cured within said time, then within such additional time as may be necessary if within said thirty days Landlord has commenced and is diligently pursuing the remedies necessary to cure such breach or default), then the holder(s) of any mortgage(s) or the lessor under any ground lease entitled to notice pursuant to Section 10.6 shall have an additional thirty (30) days within which to cure such adverse determinationbreach or default if such breach or default cannot be cured within that time, then such additional time as may be necessary, if within such thirty (30) days any such holder or lessor has commenced and is diligently pursuing the remedies necessary to cure such breach or default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Where provision is made in this Lease for Landlord’s consent and Tenant shall request such consent and Landlord shall pay fail or refuse to give or shall delay in giving such consent, Tenant interest shall not be entitled to any damages and Tenant hereby waives any claim based on such failure, refusal or delay; provided however in any disputed funds situation where Landlord is expressly required not to withhold its consent unreasonably Tenant shall (at the Disbursement Rate, from the date demand its sole remedy) be entitled to bring an action for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement specific performance or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsinjunction.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall not be deemed to be in default in the performance or observance of any of its covenants or obligations set forth in this Agreement, hereunder unless it shall fail to perform such obligations and any such default failure shall continue for a period of ten (10) 30 days after Notice thereof with respect to monetary defaults, and thirty (30) days after Notice thereof with respect to non-monetary defaults, following receipt of notice from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or such additional period time as may be is reasonably required to correct any such non-monetary defaults, default after notice has been given by Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgageespecifying the nature of Landlord's alleged default. Thereafter, Tenant may (but Landlord shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord not be liable in any event for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed incidental or consequential damages to Tenant as by reason of the fifth (5th) day after the any default by Landlord receives Tenant's Notice thereforhereunder, whether or not Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of is notified that such reimbursement from the expiration of the applicable cure period to the date of payment thereofdamages may occur. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement Lease for any default by Landlord hereunder or under the Other Leases and no right, for any such default, to offset or counterclaim against any Rent or other charges rent due hereunderhereunder except as specifically provided in this section. If Landlord shall If, after notice of default duly given 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 accordance with respect thereto until final adverse determination thereof; provided, however, that in the event of any such adverse determinationthis section, Landlord has failed to cure the alleged default within 30 days or such longer notice as is reasonably necessary to cure the same, Tenant may, but shall not be required perform such action as is reasonably necessary to cure such default. Landlord agrees to pay to Tenant interest on any disputed funds at the Disbursement Ratedemand Tenant's expenses, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees fees, incurred in curing any default by Landlord pursuant to Section 5.1.9 In the event Landlord fails to pay the same and paralegals' fees) arising Tenant obtains a final judgment for the same in from a Landlord Default court of competent jurisdiction from which all appeal periods have expired without appeal having been taken, the amount due under such judgment may be offset the terms amount due under such judgment from the next succeeding payment(s) of Fixed Rent and conditions Additional Rent due hereunder until the full amount of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement such judgment has been so applied or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsotherwise reimbursed to Tenant.

Landlord’s Default. If Landlord fails to perform any of its obligations under this Lease, then (without limiting any of Tenant’s other cure rights under this Lease) Tenant may, at its sole option, cure such default at Landlord’s expense if such default continues after thirty (30) days from the date Tenant gives notice to Landlord of Tenant’s intention to perform such cure. However, in the case of a default which for causes beyond Landlord’s control (excluding any financial inability to perform) cannot with due diligence be cured within such thirty (30) day period, such thirty (30)-day period shall be extended if Landlord, promptly upon receipt of Xxxxxx’s notice, advises Tenant of Landlord’s intention to take all steps required to cure such default, and Landlord promptly commences such cure and diligently prosecutes the same to completion. Subject to Landlord's right the other provisions of this Lease relating to dispute its obligation in accordance with Section 5.1.5(b)abatement of Rent, if Landlord fails to cure any default within the cure period provided above, then, whether or not Tenant elects to cure Landlord’s default as provided herein, the Base Rent and any other charges hereunder shall be abated based on the extent to which such default in interferes with Tenant’s ability to carry on its business at the performance or observance of any of its covenants or obligations set forth in this AgreementPremises. Notwithstanding the foregoing, and if any such default shall continue by Landlord continues for a period of ten sixty (1060) days after Notice thereof with respect and impairs Tenant’s ability to monetary defaultscarry on its business in the Premises, and then Tenant shall have the right to terminate this Lease upon written notice to Landlord within thirty (30) days after Notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaults, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date such sixty (60)-day period. Tenant’s rights hereunder and under Section 5.3 (Interference with Access), and Section 9.4 (Disruption in Essential Utilities or Services), shall not limit in any way any of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord its other rights and remedies hereunder or under the Other Leases and no right, for any such default, to offset at law 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; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsequity.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b)the terms of this Lease, if Landlord shall not be in default in the performance under this Lease unless and until Landlord fails to perform any covenant, condition or observance of any of its covenants or obligations set forth agreement contained in this Agreement, and Lease within thirty (30) days after receipt of written notice (a “Landlord Default Notice”) therefor from Tenant (any such default by Landlord shall continue be known herein as a “Standard Landlord Default”); provided, that, notwithstanding the foregoing, (a) if any such covenant, condition or agreement cannot be so performed within such thirty (30) day period, then Landlord shall not be in default under this Lease unless and until Landlord fails to commence such performance within such thirty (30) day period and to diligently prosecute the same to completion (any such default by Landlord shall be known herein as a “Landlord Extended Cure Default”), and (b) if the circumstance requiring Landlord’s performance constitutes an emergency or hazardous condition (an “Emergency”) the cure of which should reasonably be commenced earlier than such thirty (30) day period, then Landlord shall not be in default under this Lease unless and until Landlord fails to perform such obligation (including, without limitation, by diligently prosecuting the same to completion) as soon as reasonably possible considering such circumstance and the nature of the Emergency (any such default by Landlord shall be known herein as a “Landlord Emergency Condition Default,” which, together with any Standard Landlord Default and any Landlord Extended Cure Default, shall collectively be known herein as a “Landlord Default”). In the event of a Landlord Default, Tenant shall be entitled to pursue all rights and remedies at law or in equity (but subject to the terms of Sections 32 and 33 below). Further, at any time following the occurrence of a Landlord Default, Tenant may again notify Landlord of such Landlord Default (an “Additional Landlord Default Notice”); provided, that (i) in the case of a Standard Landlord Default or a Landlord Extended Cure Default, the Additional Landlord Default Notice shall be delivered in writing by Tenant to Landlord and shall also state that Landlord’s failure to perform as required by this Lease during the applicable cure period provided for a period of in Sections 25.6(a) or (b) above (or within ten (10) days after Tenant’s delivery to Landlord of the Additional Landlord Default Notice, whichever time period is longer) may entitle Tenant to exercise the “Self-Help Right” or the “Offset Right” under this Section; and (ii) in the case of a Landlord Emergency Condition Default, the Additional Landlord Default Notice thereof shall be in such form as is reasonable under the circumstances and shall also state that Landlord’s failure to commence performance within a reasonable time period or to diligently prosecute such performance to completion may entitle Tenant to exercise the “Self-Help Right” or the “Offset Right” under this Section (provided, that if it is reasonable under such circumstances for Tenant to provide an Additional Landlord Default Notice that is not in writing, then such unwritten notice shall be accompanied by written notice as soon as reasonably possible and within twenty-four (24) hours in any event). If, after receiving a Landlord Default Notice and an Additional Landlord Default Notice, Landlord still fails to prosecute the cure of the applicable Landlord Default in accordance with respect to monetary defaultsthe terms herein, and such failure materially and adversely affects Tenant’s business operations, Tenant may make such performance to the extent the same would not materially and adversely affect the Building structure or systems and is performed in accordance with the terms of this Lease (the “Self-Help Right”). In such event, Landlord shall reimburse Tenant for the reasonable costs incurred by Tenant in exercising the Self-Help Right (but the same shall not preclude any liability of Tenant as otherwise set forth in this Lease for such costs, including, without limitation, pursuant to Tenant’s obligations regarding Operating Costs or under Article 10 above), together with interest at the interest rate set forth in Section 25.3 (collectively, the “Cure Costs”), including by deducting such Cure Costs from the next successive monthly installment(s) of Base Rent and/or Operating Costs payable by Tenant hereunder (the “Offset Right”); provided, that it shall also be a condition precedent to any exercise by Tenant of the Offset Right that Landlord fail to pay any Cure Costs actually owed by Landlord within thirty (30) days after Notice thereof Tenant delivers a separate prior written notice to Landlord stating that Tenant will exercise the Offset Right if such Cure Costs are not paid by Landlord. Without limiting the generality of the foregoing, the parties specifically acknowledge and agree that the Offset Right shall apply with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, all or any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaults, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions portion of the following paragraph, invoice Tenant Improvement Allowance that Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant fails to pay in curing accordance with the sameterms of this Lease. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided Nothing contained herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases 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; provided, however, that prohibit Tenant from commencing such actions at law or in the event of any such adverse determination, Landlord shall pay equity to which Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses may be entitled (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under but subject to the terms of Section 32 and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) years33 below).

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall in no event be charged with default in the performance or observance of any of its covenants or obligations set forth in under this Agreement, Lease unless and any until Landlord shall have failed to perform such default shall continue for a period of obligations within ten (10) days (or within such additional time as is reasonably required to remedy any such default) after Notice thereof written notice to Landlord by Tenant properly specifying and detailing the particulars of wherein and whereby Tenant claims Landlord has failed to perform any such obligations. If the holder of record of the first mortgage covering the Premises shall have given prior written notice to Tenant that it is the holder of such first mortgage and such notice includes the address at which notices to such mortgagee are to be sent, then Tenant shall give such mortgagees notice simultaneously with respect any notice given to monetary defaults, and Landlord to correct any default of Landlord as herein above provided. Such mortgagee shall have the right within thirty (30) days after Notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, (or within such additional period time as may be is reasonably required to correct any such non-monetary defaults, default) after receipt of such notice to correct or remedy such default before Tenant may declare take any action under this Lease by reason of such default. Any notice of default given Landlord by Tenant shall be null and void unless simultaneous notice has been given by Tenant to said first mortgagee. It is specifically understood and agreed, anything in this Lease to the occurrence contrary notwithstanding, that there shall be no personal liability on Landlord (nor on Landlord’s officers, principals, agents and employees) with respect to any of the covenants, conditions or provisions of this Lease; in the event of a "breach or default by Landlord Default" of any of its obligations under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Lease; Tenant may (but shall have no obligation to) cure the same and, subject look solely to the provisions equity of Landlord in the following paragraphBuilding for the satisfaction of Tenant’s remedies, invoice and in absolutely no event shall Landlord be liable for costs and expenses (including reasonable attorneys' feesprospective profits or special, paralegals' fees and court costs) incurred by Tenant indirect, or consequential damages. Likewise, anything in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period this Lease to the date of payment thereof. Except as otherwise expressly provided herein to contrary notwithstanding, in no event shall Tenant have the contrary, Tenant shall have no right to terminate this Agreement for Lease as a result of any default by Landlord hereunder or under the Other Leases and no rightLandlord, for any such defaultbut rather, to offset or counterclaim Tenant’s remedies 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 be solely limited 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; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand a claim for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from damages and/or a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement claim for a period of five (5) yearsinjunction.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), 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, and any Lease unless Landlord has failed to perform such default shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and obligation within thirty (30) days after Notice thereof with respect to non-monetary defaults, the receipt of written notice 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 and, subject shall not be deemed in default if it commences such performance within such thirty (30) day period and thereafter diligently pursues the same to Section 19.3, completion within ninety (90) days of Landlord’s initial receipt of Tenant’s notice (“Landlord’s Cure Period”). Upon any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaultsuncured default by Landlord, Tenant may declare the occurrence exercise any of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and its rights provided in law or at equity in addition to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions remedies as are expressly set forth in favor of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth this Lease; provided, however: (5tha) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for offset or xxxxx Rent in the event of any default by Landlord under this Lease (except as otherwise expressly provided herein); (b) 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 under remedies, and/or (ii) this Lease otherwise expressly limits Tenant’s rights or remedies, including the Other Leases limitation on Landlord’s liability contained in Section 30 hereof; and (c) in no rightevent shall Landlord be liable for consequential damages or loss of business profits. Notwithstanding anything in this Lease to the contrary, in the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, for five (5) consecutive business days (the “Eligibility Period”) as a result of (i) any repair, maintenance or alteration performed by Landlord after the Commencement Date and required to be performed by Landlord under this Lease, or (ii) any failure by Landlord to provide access to the Premises, then Tenant’s obligation to pay Monthly Rent shall be abated or reduced, as the case may be, from and after the first (1st) day following the Eligibility Period and continuing until such defaulttime that Tenant continues to be so prevented from using, to offset and does not use, the Premises or counterclaim against any Rent or other charges due hereunder. If Landlord shall a portion thereof, in good faith dispute the occurrence of any Landlord Default and Landlord, before proportion that the expiration rentable square feet of the applicable cure periodportion of the Premises that Tenant is prevented from using, shall give Notice thereof and does not use, bears 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 thereoftotal rentable square feet of the Premises; provided, however, that Tenant shall only be entitled to such abatement of rent if the matter described in the event of any such adverse determinationclauses (i), Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' feesii) arising from a Landlord Default under the terms and conditions or (iii) of this Agreement which sentence is caused by Landlord’s negligence or willful misconduct. To the extent Tenant shall cause an Event be entitled to abatement of Default under rent because of a damage or destruction pursuant to Section 16.01 of the Operating Agreement 18 or a breach by taking pursuant to Section 19, then the Eligibility Period shall not be applicable. In no event shall Landlord or Tenant be liable for consequential damages or loss of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsbusiness profits.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall in no event be charged with default ------------------- in the performance or observance of any of its covenants or obligations set forth in under this Agreement, Lease unless and any until Landlord shall have failed to perform such default shall continue for a period of obligations within ten (10) days (or within such additional time as is reasonably required to remedy any such default) after Notice thereof written notice to Landlord by Tenant properly specifying and detailing the particulars of wherein and whereby Tenant claims Landlord has failed to perform any such obligations. If the holder of record of the first mortgage covering the Premises shall have given prior written notice to Tenant that it is the holder of such first mortgage and such notice includes the address at which notices to such mortgagee are to be sent, then Tenant shall give such mortgagees notice simultaneously with respect any notice given to monetary defaults, and Landlord to correct any default of Landlord as herein above provided. Such mortgagee shall have the right within thirty (30) days after Notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, (or within such additional period time as may be is reasonably required to correct any such non-monetary defaults, default) after receipt of such notice to correct or remedy such default before Tenant may declare take any action under this Lease by reason of such default. Any notice of default given Landlord by Tenant shall be null and void unless simultaneous notice has been given by Tenant to said first mortgagee, It is specifically understood and agreed, anything in this Lease to the occurrence contrary notwithstanding, that there shall be no personal liability on Landlord (nor on Landlord's officers, principals, agents and employees) with respect to any of the covenants, conditions or provisions of this Lease; in the event of a "breach or default by Landlord Default" of any of its obligations under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Lease; Tenant may (but shall have no obligation to) cure the same and, subject look solely to the provisions equity of Landlord in the following paragraph, invoice Landlord Building for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as satisfaction of the fifth (5th) day after the Landlord receives Tenant's Notice thereforremedies, and in absolutely no event shall Landlord shall pay to Tenantbe liable for prospective profits or special, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period indirect, or consequential damages. Likewise, anything in this Lease to the date of payment thereof. Except as otherwise expressly provided herein to contrary notwithstanding, in no event shall Tenant have the contrary, Tenant shall have no right to terminate this Agreement for Lease as a result of any default by Landlord hereunder or under the Other Leases and no rightLandlord, for any such defaultbut rather, to offset or counterclaim Tenant's remedies 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 be solely limited 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; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand a claim for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from damages and/or a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement claim for a period of five (5) yearsinjunction.

Landlord’s Default. Subject Landlord will be in default ("Landlord Default") of this Lease should Landlord fail to Landlord's right to dispute its obligation fulfill or perform, in accordance with Section 5.1.5(b)whole or in part, if Landlord shall default in the performance or observance of any of its covenants obligations under this Lease (other than by reason of a default by Tenant) and such failure or obligations set forth in this Agreement, and any such default shall continue nonperformance continues for a period of ten (10) days after Notice thereof with respect to monetary defaults, and thirty (30) days after Notice written notice thereof with respect to non-monetary defaults, from has been given by Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaults, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases 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; provided, however, if the failure is of a nature that in the event of any it cannot be cured within such adverse determinationthirty (30) day period, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from will not have committed a Landlord Default under if Landlord commences the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 curing of the Operating Agreement or a breach by Landlord failure within the thirty (30) day period and thereafter diligently pursues the curing of its obligations under same and completes the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of cure within forty-five (545) yearsdays after the original written notice of Landlord Notice delivered by Tenant. If Landlord commits a Landlord Default (other than by reason of any default by Tenant) and such failure interferes with the conduct of Tenant's business and Landlord fails to cure such default in accordance with the previous paragraph, then Tenant may, in addition to any remedies available under this Lease, at law or in equity, without being obligated to do so, and without waiving the Landlord Default, cure the Landlord Default, and if Landlord does not reimburse Tenant for the reasonable costs of such cure within twenty (20) days of written demand therefor, Tenant may exercise any and all remedies available to it for such failure on the part of Landlord. It is understood and agreed that Tenant's exercise of any right or remedy due to a Landlord Default will not be deemed a waiver of or alter, affect, or prejudice any right or remedy which Tenant may have under this Lease or by law or in equity.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement, and any such default shall continue for have a period of ten thirty (1030) days after Notice thereof from the date of written notice from Tenant of Landlord's default (any such notice, a "Landlord Default Notice") to cure any default by Landlord under this Lease; provided, however, that with respect to monetary defaultsany 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 receipt of a Landlord Default Notice and continues to prosecute diligently the curing thereof. Tenant agrees to give any Mortgagee, by registered or certified mail, a copy of any Landlord Default Notice served upon the Landlord, provided that prior to such notice Tenant has been notified in writing of the address of such Mortgagee. If Landlord fails to cure such default within the time provided for in this Lease, then the Mortgagee shall have an additional thirty (30) days after the expiration of such cure period within which to cure such default (provided that Tenant notifies Mortgagee concurrently with Tenant's delivery of the Landlord Default Notice thereof with respect to non-monetary defaults, Landlord after the expiration of such cure period within which to cure such default; otherwise Mortgagee shall have thirty (30) days from the later of the date on which it receives notice of the default from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or and the expiration of Landlord's cure period). If such additional period as may default cannot be reasonably required to correct such non-monetary defaultscured by Mortgagee within the cure period, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If not exercise any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases 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; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under remedies so long as Mortgagee has commenced and is diligently pursuing the Owner Agreement or the Pooling Agreement. The provisions remedies necessary to cure such default (including, but not limited to, commencement of this Section 14.2 shall survive the terminationforeclosure proceedings, expiration or cancellation of this Agreement for a period of five (5) yearsif necessary to effect such cure).

Landlord’s Default. Subject to Landlord's right to dispute its obligation If Landlord defaults in accordance with Section 5.1.5(b), if Landlord shall default in the performance or observance of performing any of its covenants or non-structural repair and maintenance obligations set forth to the Premises as expressly stated in this AgreementLease (including, without limitation, repair of the roof membrane of the Building) and such default creates a risk of imminent injury to person or substantial property damage, or unreasonably and materially interferes with Tenant’s ability to conduct its business at the Leased Premises, and any Landlord has not cured such default shall continue for a period of within ten (10) business days after Notice Tenant shall have given Landlord written notice specifying such default, and in the case of any such default which cannot with due diligence and in good faith be cured within ten (10) business days, within such additional period, if any, as may be reasonably required to cure such default with due diligence and in good faith (it being intended that, in connection with any such default which is not susceptible of being cured with due diligence and in good faith within ten (10) business days, the time within which Landlord is required to cure such default shall be extended for such additional period as may be necessary for the curing thereof with respect due diligence and in good faith), then Tenant, without being obligated to monetary defaultsdo so, shall have the right, but not the obligation, to perform the nonstructural repair or maintenance obligation to the Premises which Landlord failed to perform. The full amount of the reasonable costs and expenses so incurred by Tenant (the “Reimbursable Costs”) shall be paid by Landlord to Tenant, within thirty (30) days after Notice thereof with respect written demand therefor (provided that such written demand is accompanied by reasonable documented evidence of the Reimbursable Costs). Tenant shall give advance notice by telephone to non-monetary defaults, the individual from Tenant time to time designated by Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or receive such additional period as may be reasonably required notice of Tenant’s intentions to correct such non-monetary defaults, Tenant may declare the occurrence of a "Landlord Default" exercise its rights under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases 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; provided, however, that Section in the event case of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsemergency.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if If Landlord shall default in the performance fail to observe, perform or observance of comply with any of its covenants or duties and obligations as set forth in this Agreement, and any such default shall continue Lease for a period of ten (10) days after Notice thereof with respect to monetary defaults, and thirty (30) days after Notice notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, any applicable Facility MortgageeLandlord, or if such additional failure is of such a nature that it cannot be completely remedied within said period as may be reasonably required of thirty (30) days, if Landlord shall not (x) promptly upon the giving by Tenant of such notice, advise Tenant of Landlord’s intention to correct institute reasonable steps necessary to remedy such non-monetary defaultsfailure, (y) promptly institute and thereafter diligently prosecute to completion reasonable steps necessary to remedy same, and (z) complete such remedy within a reasonable time after the date of the giving of said notice by Tenant, Tenant may declare at any time thereafter cure such breach or failure, but only if such breach or failure is creating a material impairment to the occurrence operation of a "Tenant’s business at the Premises, for the account of Landlord, provided that Tenant may cure any such breach or failure as aforesaid prior to the expiration of said waiting period, without notice to Landlord Default" under this Agreement by giving Notice if an emergency situation exists, or after notice to Landlord, but solely if the curing of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject breach or failure prior to the provisions expiration of said waiting period is necessary to protect the following paragraph, invoice Premises or Tenant’s interest therein or to prevent injury to persons or material damage to property. Landlord shall reimburse Tenant for costs the amounts reasonably and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) properly incurred by Tenant in curing the sameas aforesaid within thirty (30) days of Tenant’s written demand therefor. If any such costs and expenses In no event whatsoever, however, shall Tenant have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement Lease by reason of Landlord’s default, nor shall Landlord be liable to Tenant for any consequential, incidental or punitive damages in connection with or as a result of any default by Landlord hereunder or under the Other Leases 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 For the occurrence purposes of any Landlord Default and Landlordthis Section, 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 lost sales and/or profit shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsbe consequential damages.