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(b), (a) It shall be a breach of this Lease if Landlord shall default in the performance fails to observe or observance perform any term, covenant, or condition of any of this Lease on its covenants or obligations set forth in this Agreement, part to be performed and any such default shall continue failure continues for a period of ten (10) 30 days after Notice thereof from Tenant, unless such failure cannot with respect due diligence be cured within a period of 30 days, in which case such failure shall not be deemed a breach if Landlord proceeds within such 30 day period, with due diligence, to monetary defaults, commence to cure the failure and thirty (30) days after Notice thereof with respect thereafter diligently completes the curing thereof. The time within which Landlord shall be obligated to non-monetary defaults, from Tenant to Landlord and, cure any such failure also shall be subject to Section 19.3, extension of time due to the occurrence of any Unavoidable Delay. If Landlord does not cure any such failure within the applicable Facility Mortgagee, or such additional time period as may be reasonably required to correct such non-monetary defaultsaforesaid, then Tenant may declare the occurrence existence 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 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 default by Landlord hereunder or under the Other Leases Default and no right, for any such defaultLandlord Default, to offset or counterclaim against any Rent or other charges due hereunder. . (b) If Landlord shall in good faith dispute the occurrence of any a Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, Tenant setting forth, in reasonable detail, the basis therefor, then no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof, whether through arbitration or otherwise; 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 Interest 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 (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under in good faith, to resolve any such dispute within 30 days after Landlord’s Notice of dispute, then either may submit the terms and conditions matter for determination by arbitration, but only if such matter is required to be submitted to arbitration pursuant to any provision of this Agreement which shall cause an Event Lease, or otherwise by a court 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) 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(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 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(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 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 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 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 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)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. 23.1. Each of the following shall constitute a default by Landlord and a breach of this Lease: 23.1.1 Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b)the terms of the Lease, if Landlord shall neglect to pay when due any taxes or any obligations on any mortgage or encumbrance affecting title to the Leased Premises (to which this Lease shall be subordinate); or 23.1.2 Landlord shall fail to make any other payment which Landlord is obligated to pay under this Lease, and such default in continues uncured for fifteen (15) days after written notice from Tenant to Landlord; or 23.1.3 In the performance or observance of event Landlord shall fail to perform any of its covenants or obligations set forth other obligation specified 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 thereof with respect to non-monetary defaults, receipt of written notice from Tenant to Landlord, unless steps have been, in good faith, commenced promptly by Landlord andto rectify the default and Landlord pursues the same to completion with diligence and continuity. 23.2. In the event of Landlord's default, subject in addition to Section 19.3, any applicable Facility Mortgagee, or such additional period as may be reasonably required other remedies available to correct such non-monetary defaultsTenant by law, 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 not be required to) , cure such default, and do all necessary work and make all necessary payments on behalf of and at the same andexpense of Landlord. In such event, subject to Landlord shall, on demand, pay Tenant the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred amount so paid 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. If not paid within thirty (30) days after written notice from Tenant to Landlord, Tenant may withhold Rent and other payments due to offset or counterclaim against any Landlord and apply the Rent or other charges due hereunderpayments to the payment of the indebtedness. If Landlord Withholding of Rent or other payments as provided in this Section or elsewhere in this Lease shall not constitute a default by Tenant in good faith dispute the occurrence payment of Rent or other payments unless Tenant shall fail to pay such amount withheld within thirty (30) days after a final adjudication that such amount withheld is owing to Landlord. Notwithstanding anything to the contrary contained in this Lease, if any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to default as is described in this Section continues uncured for forty five (45) days after initial written notice by Tenant, setting forth, in reasonable detail, the 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 Tenant may terminate this Lease at 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) yearstime.

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 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 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 (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 if any such default materially and adversely affects Tenant’s use of the Premises then, Tenant shall have the right but not the obligation to 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 defaults for which Landlord is provided a five day cure period, Landlord has failed to cure said default within such five day cure period) except in an Emergency when only reasonable notice will be provided. (b) In connection with the exercise of its rights under this Section, Tenant shall use reasonable efforts not to materially and adversely affect other tenants’ occupancy of the Building and Tenant may only engage the Contractors to perform any work involving the Critical Building Systems (as hereinafter defined). If Tenant elects to cure as aforesaid, Tenant (i) shall, to the extent feasible and practical, as determined by Tenant, coordinate the exercise of any self-help remedies with Landlord, and (ii) may demand payment from Landlord of those reasonable and necessary costs paid by Tenant to effect such cure or correction. Landlord shall, within thirty days after receipt of Tenant’s request (together with reasonable back-up), reimburse to Tenant all such reasonable and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) necessary costs actually incurred by Tenant in curing the same. If any connection with 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 hereundercorrection. If Landlord fails to pay such costs or any other sums due Tenant under this Lease to Tenant within such thirty day period, Tenant may deduct such costs from the next due installments of Basic Rental and all other sums payable under this Lease. Tenant shall be responsible for any loss or damage suffered by Landlord and caused by the negligence of Tenant or Tenant’s contractors in good faith dispute performing any such work pursuant to this Section 39. As used in this Section 39, the occurrence term “Critical Building Systems” shall mean the fire and life safety systems, Building management systems, roofing and the tie in of any Landlord Default fire and Landlord, before the expiration life safety systems of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, Premises into the 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) yearsBuilding systems.

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 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 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 (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 if any such default materially and adversely affects Tenant’s use of the Premises then, Tenant shall have the right but not the obligation to cure or correct said default provided Tenant shall give Landlord five (5) days(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. (b) In connection with the exercise of its rights under this Section, Tenant shall use reasonable efforts not to materially and adversely affect other tenants’ occupancy of the Building and Tenant may only engage the Contractors to perform any work involving the Critical Building Systems (as hereinafter defined). If Tenant elects to cure as aforesaid, Tenant (i) shall, to the extent feasible and practical, as determined by Tenant, coordinate the exercise of any self help remedies with Landlord, and (ii) may demand payment from Landlord of those reasonable and necessary costs paid by Tenant to effect such cure or correction. Landlord shall, within thirty (30) days after receipt of Xxxxxx’s request (together with reasonable back-up), reimburse to Tenant all such reasonable and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) necessary costs actually incurred by Tenant in curing the same. If any connection with 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 hereundercorrection. If Landlord fails to pay such costs or any other sums due Tenant under this Lease to Tenant within such thirty (30) day period, Tenant may deduct such costs from the next due installments of Basic Rental and all other sums payable under this Lease. Tenant shall be responsible for any loss or damage suffered by Landlord and caused by the negligence of Tenant or Tenant’s contractors in good faith dispute performing any such work pursuant to this Section 39, As used in this Section 39, the occurrence term “Critical Building Systems” shall mean the fire and life safety systems, Building management systems, roofing and the tie in of any Landlord Default fire and Landlord, before the expiration life safety systems of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, Premises into the 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) yearsBuilding systems.

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 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(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(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), (a) It shall be a breach of this Agreement if Landlord shall default in the performance fails to observe or observance perform any term, covenant or condition of any of this Agreement on its covenants or obligations set forth in this Agreement, part to be performed and any such default shall continue failure continues for a period of ten (10) 30 days after Notice thereof from Tenant, unless such failure cannot with respect due diligence be cured within a period of 30 days, in which case such failure shall not be deemed a breach if Landlord proceeds within such 30 day period, with due diligence, to monetary defaults, commence to cure the failure and thirty (30) days after Notice thereof with respect to non-monetary defaults, from Tenant to thereafter diligently completes the curing thereof. If Landlord and, subject to Section 19.3, does not cure any such failure within the applicable Facility Mortgagee, or such additional time period as may be reasonably required to correct such non-monetary defaultsaforesaid, Tenant may declare the occurrence existence 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 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 Default and no right, for any such defaultLandlord Default, to offset or counterclaim against any Rent or other charges due hereunder. . (b) If Landlord shall in good faith dispute the occurrence of any a 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, whether through arbitration or otherwise; 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, Interest Rate from the date demand for of such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Interest Rate until paid. During If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within 30 days after Landlord’s Notice of dispute, either may submit the term matter for determination by arbitration, but only if such matter is required to be submitted to arbitration pursuant to any provision of the Operating this Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from or otherwise by 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 (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 if any such default materially and adversely affects Tenant’s use of the Premises then, Tenant shall have the right but not the obligation to 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 defaults for which Landlord is provided a five day cure period, Landlord has failed to cure said default within such five day cure period) except in an Emergency when only reasonable notice will be provided. (b) In connection with the exercise of its rights under this Section, Tenant shall use reasonable efforts not to materially and adversely affect other tenants’ occupancy of the Building and Tenant may only engage the Contractors to perform any work involving the Critical Building Systems (as hereinafter defined). If Tenant elects to cure as aforesaid. Tenant (i) shall, to the extent feasible and practical, as determined by Tenant, coordinate the exercise of any self help remedies with Landlord, and (ii) may demand payment from Landlord of those reasonable and necessary costs paid by Tenant to effect such cure or correction. Landlord shall, within thirty days after receipt of Tenant’s request (together with reasonable back-up), reimburse to Tenant all such reasonable and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) necessary costs actually incurred by Tenant in curing the same. If any connection with 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 hereundercorrection. If Landlord shall in good faith dispute the occurrence of fails to pay such costs or any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to other sums due Tenant, setting forth, in reasonable detail, the 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 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), 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. (b) In connection with the exercise of its rights under this Section, Tenant shall use reasonable efforts not to materially and adversely affect other tenants’ occupancy of the Building and Tenant may only engage the Landlord’s standard contractors to perform any work involving the Critical Building Systems (as hereinafter defined). If Tenant elects to cure as aforesaid, Tenant (i) shall, to the extent feasible and practical, as determined by Tenant, coordinate the exercise of any self-help remedies with Landlord, and (ii) may demand payment from Landlord of those reasonable and

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 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 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 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 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 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 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 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 under this AgreementLease, and then (without limiting any of City’s other cure rights under this Lease) City may, at its sole option, cure such default shall continue for a period of at Landlord’s expense if such default continues after ten (10) days after Notice thereof from the date City gives notice to Landlord of City’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 respect due diligence be cured within such ten (10)-day period, such ten (10)-day period shall be extended if Landlord, promptly upon receipt of City’s notice, advises City of Landlord’s intention to monetary defaultstake all steps required to cure such default, and Landlord promptly commences such cure and diligently prosecutes the same to completion. Subject to the other provisions of this Lease relating to abatement of Rent, if Landlord fails to cure any default within the cure period provided above, then, whether or not City 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 interferes with City’s ability to carry on its business at the Premises. Notwithstanding the foregoing, if any such default by Landlord continues for sixty (60) days and impairs City’s ability to carry on its business in the Premises, then City 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. City’s rights hereunder and under Section 3.3 (Delay in Delivery of payment thereof. Except as otherwise expressly provided herein to the contraryPossession), Tenant Section 5.3 (Interference with Access), and Section 9.4 (Disruption in Essential Utilities or Services), shall have no right to terminate this Agreement for not limit in any default by Landlord way any of 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), 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 if any such default materially and adversely affects Tenant’s use of the Premises then, Tenant shall have the right but not the obligation to cure or correct said default provided Tenant shall give Landlord five (5) days’ 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. (b) In connection with the exercise of its rights under this Section, Tenant shall use reasonable efforts not to materially and adversely affect other tenants’ occupancy of the Building and Tenant may only engage the Landlord’s standard contractors to perform any work involving the Critical Building Systems (as hereinafter defined). If Tenant elects to cure as aforesaid, Tenant (i) shall, to the extent feasible and practical, as determined by Xxxxxx, coordinate the exercise of any self-help remedies with Landlord, and (ii) may demand payment from Landlord of those reasonable and necessary costs paid by Tenant to effect such cure or correction. Landlord shall, within thirty (30) days after receipt of Xxxxxx’s request (together with reasonable back-up), reimburse to Tenant all such reasonable and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) necessary costs actually incurred by Tenant in curing the same. If any connection with 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 hereundercorrection. If Landlord fails to pay such costs or any other sums due Tenant under this Lease to Tenant within such thirty (30) day period, Tenant may deduct such costs from the next due installments of Basic Rental and all other sums payable under this Lease. Tenant shall be responsible for any loss or damage suffered by Landlord and caused by the negligence of Tenant or Xxxxxx’s contractors in good faith dispute performing any such work pursuant to this Section 39. As used in this Section 39, the occurrence term “Critical Building Systems” shall mean the fire and life safety systems, Building management systems, roofing and the tie in of any Landlord Default fire and Landlord, before the expiration life safety systems of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, Premises into the 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) yearsBuilding systems.

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 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 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 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 (a) Landlord shall not be in default in the performance or observance of for failure to perform any of its covenants Lease covenants, representations, terms or other obligations set forth in this Agreement, and any such default shall continue for until after a period of ten (10) days after Notice thereof with respect to monetary defaults, and thirty (30) days or the additional time, if any, that is reasonably necessary to promptly and diligently cure the failure after Notice thereof receiving notice from Tenant, in writing and giving in reasonable detail the nature and extent of the failure and identifying the Lease provision(s) containing the relevant covenant(s), representation(s), term(s) or other obligation(s). (b) If Landlord should be in default with respect to non-monetary defaultsany of its covenant(s), from Tenant to Landlord andrepresentation(s), subject to Section 19.3, any applicable Facility Mortgagee, term(s) or such additional period as may be reasonably required to correct such non-monetary defaults, Tenant may declare the occurrence of a "Landlord Default" other obligation(s) under this Agreement by giving Notice of such declaration to Landlord Lease 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 contraryhas expired, Tenant shall have no right be entitled to terminate this Agreement for pursue any default by Landlord hereunder remedy now or hereafter permitted or available to Tenant under the Other Leases and no right, for any such default, to offset laws 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 judicial decisions 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 thereofState of North Carolina; provided, however, that in the no event of shall Landlord be liable for consequential or punitive damages in connection with this Lease. (c) If Landlord fails to remedy any such adverse determination, Landlord shall pay default after receipt of written notice as aforesaid and Tenant delivers a second written notice to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for Landlord alleging 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, failure and 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 does not thereafter commence to cure same within five (5) yearsdays of receipt of such second written notice, then Tenant may perform such obligation of Landlord and Landlord shall, within thirty (30) days of Landlord’s receipt of an invoice therefor, reimburse Tenant for the costs incurred by Tenant to remedy such Landlord default; provided, however, the foregoing self-help remedy shall apply only to a non-monetary default by Landlord which does not affect the base Building systems (e.g., electrical, mechanical, plumbing), is of a non-structural nature and does not affect other tenants in the Building, and nothing herein shall be construed as giving Tenant a claim for offset or abatement of rent relative to the costs incurred by Tenant in exercising the foregoing self-help remedy.

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 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 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 to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if 32.1 Landlord shall not be deemed to be in default in the performance or observance of any of its covenants or obligations set forth in obligation required by it 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 Landlord’s receipt of written notice by Tenant to Landlord, specifying the obligations which Tenant contends that Landlord andhas failed to perform; provided that if the nature of Landlord’s obligation is such that more than thirty (30) days are required for its performance, subject Landlord shall not be in default if Landlord commences to Section 19.3cure the default within such 30-day period and thereafter diligently prosecutes the same to completion. 32.2 Tenant hereby waives and relinquishes any right which Tenant may have to terminate this Lease or withhold rent on account of any damage, condemnation, destruction or state of disrepair of the Premises (including, without limiting the generality of the foregoing, those rights under the California Civil Code Sections 1932, 1933, 1941, 1941.1 and 1942). Tenant’s remedy for a breach of this Lease by Landlord shall be limited to an action for damages, injunctive relief or specific performance of this Lease. 32.3 Tenant agrees to give all beneficiaries under any applicable Facility Mortgageedeeds of trust secured by the Property, by registered mail, 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 beneficiaries. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then before Tenant pursues its other remedies, such beneficiaries shall have the right but not the obligation to cure such default within an additional thirty (30) day period, or if such default cannot be cured within that time, then such additional period time as may be reasonably required necessary, provided that if within such thirty (30) days, such beneficiary has commenced and is diligently pursuing the remedies necessary to correct cure 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 default (including reasonable attorneys' feesbut not limited to commencement of foreclosure proceedings, paralegals' fees and court costs) incurred by Tenant in curing the same. If any if necessary to effect 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) yearscure).

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 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 hereunder with respect to monetary defaults, and thirty (30) days of the receipt by Landlord of written notice from Tenant of the alleged failure to perform, provided, however, that if such failure cannot, in the exercise of reasonable diligence, be cured within such thirty (30) day period, Landlord shall have such additional time as is reasonably necessary to cure such failure so long as Landlord commences its curative efforts within such thirty (30) day period and thereafter diligently prosecutes same to completion within one hundred twenty (120) days after Notice thereof the date of Tenant’s initial notice of such failure, provided that at the end of such one hundred twenty (120) day Tenant provides Landlord with three (3) days’ prior written notice of Tenant’s intention to declare a default under such circumstances. Tenant shall have the right ("Tenant’s Cure Right"), in addition to its other remedies at law or in equity, to take such actions as are reasonably necessary to cure in whole or in part Landlord’s failure (i) to fund the Allowance, or (ii) to perform Landlord’s repair and maintenance obligations 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 Premises (but shall have no obligation to) cure the same and, subject to the provisions without affecting any portion of the Centre other than the Premises). Landlord agrees to reimburse Tenant within thirty (30) days following paragraph, invoice Landlord demand for costs and expenses all such sums expended by Tenant in exercising Tenant’s Cure Right (including reasonable attorneys' fees, paralegals' fees and court costs) together with interest thereon at the Default Rate from the time 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 until repaid 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 thereoffull); provided, however, that if Landlord does not so reimburse Tenant for such amounts within such thirty (30) day period, Tenant shall have the right ("Tenant’s Offset Right") to offset such amounts against Rent due under this Lease until all such amounts are recovered by Tenant (and provided further that in no event shall the event amount so deducted from any individual monthly installment of Base Rent exceed seventy-five percent (75%) of such monthly amount of Base Rent). In any event, Tenant hereby covenants that, prior to the exercise of any such adverse determinationremedies, Landlord it will give the mortgagees holding mortgages on the Building (which mortgagees shall pay have been identified to Tenant interest on any disputed funds in writing or in a subordination, nondisturbance and attornment agreement delivered by Tenant at the Disbursement Rate, from request of Landlord) notice and the date demand for such funds was made same time as afforded to Landlord hereunder to cure any default 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) 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 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 Landlord shall be in accordance with Section 5.1.5(b), default under this Lease if Landlord shall default fails to perform obligations required of Landlord within a reasonable time, but in the performance or observance of any of its covenants or obligations set forth in this Agreement, and any such default shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and no event less than thirty (30) days after Notice thereof with respect to non-monetary defaults, from written notice 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 the holder of any mortgage or deed of trust covering the Premises whose name and address have been furnished to Tenant in writing. Tenant's notice shall describe the nature of Landlord's failure to perform. If the nature of Landlord's obligation is such Facility Mortgageethat more than thirty (30) days are required for performance then Landlord shall not be in default if Landlord commences performance within the thirty (30) day period after Tenant's notice and thereafter diligently prosecutes the same to completion. ThereafterIn the event Landlord fails to cure or commence cure within the periods described in this Section 22, or Landlord's mortgagee or deed of trust holder fails to cure or to commence cure within the periods described in Section 16.C., and Landlord's default materially impairs Tenant's ability to conduct its permitted business in the Premises, then Tenant may (but shall have no obligation not be obligated to) cure perform the same andobligation of Landlord, subject to and the provisions reasonable cost of the following paragraph, invoice that performance shall be payable from 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 thereofupon demand. Except as otherwise expressly provided Notwithstanding anything herein to the contrary, if Landlord fails to timely pay to Tenant shall have no right sums that are due to terminate Tenant under this Agreement for any default by Landlord hereunder or Section 22, the unpaid amounts may at Tenant's election be offset against Rent next falling 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 terms 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 thereofthis Lease; provided, however, that in the event of unless Tenant shall have obtained a final judgment against Landlord for said amounts, Tenant may not offset against Rent more than $100,000.00 during 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) yearscalendar year.

Landlord’s Default. Subject to If Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall default for reasons other than Force Majeure events, defaults in the performance or observance of any of obligation or condition on its covenants part to be performed or obligations set forth in observed under this AgreementLease, and any such default shall continue for a period materially impairs Tenant’s use of ten (10) days after Notice thereof with respect to monetary defaultsthe Premises, and Landlord shall not cure such default within thirty (30) days after Notice notice thereof with respect to non-monetary defaults, from Tenant (or, if the default requires more than thirty (30) days to be cured, if Landlord does not begin to cure the default within that period after notice and then diligently prosecute the cure to completion), then Tenant, at its option, may in addition to any other remedies and using minimal effort necessary and in a commercially reasonable fashion (and without unreasonably interfering with any other tenant of the Building, if applicable), cure such default for the account of Landlord; provided that prior to exercising such cure rights, Tenant shall provide five (5) days prior notice to Landlord andof its intent to do so, subject to Section 19.3including a general description of the scope of work Tenant anticipates undertaking. Notwithstanding the foregoing, at any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaultstime during the term of this Lease, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration cure any default prior 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 thirty (30) day period, or prior to notice to Landlord, if the curing of the default prior to notice or to the date expiration of payment thereofthe thirty (30) day period is reasonably necessary to prevent injury or damage to persons or property within the Premises. Except as otherwise expressly provided herein After the performance of any work performed pursuant to Tenant’s cure rights herein, Tenant shall submit an invoice to Landlord for the contraryactual costs incurred by Tenant to cure such a default, and if Landlord fails to pay the costs so invoiced, within thirty (30) after receipt of an invoice for the same, Tenant shall have no the right to terminate this Agreement for any default deduct such costs, against the monthly installment of annual fixed rent next coming due. Any notice given by Landlord hereunder or Tenant under the Other Leases and no right, for preceding paragraph shall expressly state that the failure of Landlord to cure any such defaultdefault timely shall give rise to Tenant’s rise to cure pursuant to this Article XXII, to offset or counterclaim Section (A). Tenant shall indemnify Landlord and hold it harmless from and against any Rent claims of tenants or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration occupants of the applicable cure period, shall give Notice thereof to Building arising out of Tenant, setting forth, in reasonable detail, the 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 ’s negligent exercise 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) yearsrights hereunder.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if (a) If Landlord shall be in default hereunder, Tenant may: (i) after thirty (30) days notice that Landlord is in default in the performance or observance payment of any monies which Landlord is obligated to pay to Tenant pursuant to the terms of its covenants this Lease, deduct the amount thereof plus interest at the Lease Interest Rate from Fixed Rent and/or Additional Rent; (ii) after thirty (30) days notice (or obligations set forth without notice, if in this Agreement, and any Tenant’s reasonable judgment an emergency shall exist) that Tenant intends to cure such default (other than the payment of monies), cure such default and Landlord shall continue for a period pay to Tenant upon demand the reasonable cost thereof plus interest at the Lease Interest Rate, failing which Tenant may deduct same from any payments of Fixed Rent and/or Additional Rent; or (iii) after thirty (30) days’ notice that Landlord is in default under this Lease, terminate this Lease by giving ten (10) days after Notice thereof with respect notice of termination to monetary defaults, and Landlord. Any such deduction from Fixed Rent and/or Additional Rent shall not constitute a default unless Tenant shall fail to pay the amount of such deduction to Landlord within thirty (30) days after Notice thereof with respect final adjudication by a court of competent jurisdiction that such amount is owing to non-monetary defaultsLandlord. (b) Tenant shall not terminate this Lease or, from Tenant except in an emergency, commence to Landlord and, subject to Section 19.3, cure 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 default of such declaration to a nature that said default could not reasonably be cured within such period of thirty (30) days, if Landlord promptly commences 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 thereafter proceeds with due diligence 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 to cure such default. (c) In the occurrence event that the holder of any Landlord Default and Landlord, before a mortgage covering 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 Demised Premises shall have no obligation with respect thereto until final adverse determination thereof; providedgiven written notice to Tenant that it is the holder of said mortgage, howeverand provided such notice includes the address to which notices to such mortgagee are to be sent, Tenant agrees that in the event it shall give written notice to Landlord to cure a default of any Landlord as provided for in this Article 22, Tenant shall give a copy of said notice to said mortgagee. Tenant agrees that said mortgagee may cure or remedy such adverse determination, default within the time permitted to Landlord shall pay pursuant 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) yearsArticle 22.

Landlord’s Default. Subject Except as provided below in this Section 26, and except where the provisions of this Lease grant Tenant an express, exclusive remedy, or expressly deny Tenant a remedy, Tenant’s exclusive remedy for Landlord’s failure to perform its obligations under this Lease following the Commencement Date shall be limited to damages, injunctive relief, or specific performance; in each case, Landlord's right ’s liability or obligations with respect to dispute its obligation any such remedy shall be limited as provided in accordance with Section 5.1.5(b32(b), . 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 obligations hereunder following the Commencement Date and such failure continues for 30 days after Tenant delivers to Landlord written notice specifying such failure; however, Landlord shall use all reasonable efforts to commence such cure as soon as reasonably practicable following Tenant’s written notification and if such failure cannot reasonably be cured within such 30-day period, but Landlord commences to cure such failure within such 30-day period and thereafter diligently pursues the curing thereof to completion, then Landlord shall not be in default hereunder or liable for damages therefor. Unless Landlord fails to so cure such default after such notice, Tenant shall not have any remedy or cause of action by reason thereof. Except for circumstances in which the provisions of this Lease grant Tenant an express, exclusive remedy, or expressly deny Tenant a remedy, if following the Commencement Date (a) Landlord fails to perform its obligations set forth within the time periods specified in the previous sentences of this AgreementSection 26 and such failure materially adversely affects Tenant’s use of the Premises, or (b) Landlord shall fail to perform Landlord’s Obligations, and any such default shall continue for a period failure shall, in Tenant’s reasonable judgment, expose Tenant, its employees or invitees to imminent risk of personal injury or serious property damage, then in either event Tenant, upon ten (10) days after Notice written notice to Landlord (and such of Landlord’s lenders as to which Tenant shall have been advised of the name and address) of such failure without a cure thereof by Landlord within such ten (10) day period, shall have the right (but not the obligation) to perform such obligations on Landlord’s behalf and the reasonable, actual and direct cost thereof shall be repaid by Landlord, within thirty (30) days of demand accompanied by paid receipts, with respect interest thereon, at the Default Rate, from the date of such advance to monetary defaultsthe repayment thereof in full; and, and if Landlord shall not repay any such amount or amounts within thirty (30) days after Notice thereof with respect to non-monetary defaults, from Tenant delivery 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 defaultsof paid receipts therefor, Tenant may declare deduct the occurrence of same, together with interest thereon as aforesaid, by abating Rent payable each month until 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 cumulative amount equal to the provisions of the following paragraphreasonable, invoice Landlord for costs actual and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) direct cost 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, together with interest thereon as aforesaid, has been deducted. Tenant’s right to offset perform the work under this Section (c) is subject to the following conditions: all such work shall be performed in a good and workmanlike manner, in accordance with all applicable Laws, and in a manner so as not to affect any existing warranties with respect to the Building’s Structure or counterclaim against Building’s Systems; all such work shall be performed in a manner so as not to alter 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 portion of the Building’s Structure or Building’s Systems (except for necessary alterations required to comply with all 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 Laws or in the event of an emergency in Tenant’s reasonable judgment), unless Landlord otherwise consents thereto (if such work would alter 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 portion of the Operating AgreementBuilding’s Structure or Building’s Systems, all such work shall be performed in accordance with plans and specifications approved by Landlord, which approval shall not be unreasonably withheld, whose approval shall be deemed given if Landlord fails to disapprove any submitted plans and specifications within five business days after their submission to Landlord); all such work shall indemnify be performed by contractors which maintain commercial liability insurance on an occurrence basis in an amount not less than $1,000,000 per occurrence naming Landlord and hold each Landlord’s Mortgagee as an additional insured; and Tenant harmless against all claimsdelivers to Landlord “as-built” or field marked plans of the work performed by Tenant. If Landlord and Tenant disagree as to whether Landlord is in default under this Lease, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from either Landlord or Tenant may elect that such decision will be resolved by binding arbitration before a panel of three arbitrators in accordance with the Commercial Arbitration Rules of the American Arbitration Association. If the arbitrator determines that Landlord Default under the terms and conditions is in default of this Agreement which shall cause an Event of Default under Section 16.01 of Lease, then Tenant may offset its Basic Rent obligations as set forth in 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) yearsnext sentence.

Landlord’s Default. Subject (a) Landlord’s failure to Landlord's right perform any obligation pursuant to dispute its obligation in accordance this Lease or to comply with Section 5.1.5(b)any term, provision or covenant of this Lease shall be a default, if the failure is not cured by 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 within thirty (30) days after Notice thereof with respect to non-monetary defaults, delivery of written notice from Tenant to specifying the nature of such default; provided that, if the nature of such default is such that it cannot be cured within said 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 necessary to complete its performance so long as Landlord has promptly proceeded with diligence after receipt of Tenant’s notice and is then proceeding with diligence to cure such default. (b) Whenever Tenant serves written notice on Landlord of Landlord’s default, Tenant shall concurrently deliver written to each Mortgagee if Landlord has notified Tenant in writing of such Mortgagee’s interest in the Premises and the address to which such notices are to be delivered. Each such Mortgagee shall have the period of time within which to cure a Landlord default provided in Section 20(a), provided that such period shall commence to run thirty (30) days after the commencement of the period within which Landlord must cure its default under Section 20(a). For the purpose of curing a Landlord default, an authorized representative of such Mortgagee shall have the right to enter upon the Premises in accordance with the requirements and conditions set forth in Section 10 of this Lease. Such Mortgagee shall notify Landlord and Tenant in writing and in the manner provided by Section 27 and the agreement of Tenant under this Section 20(b) is subject to prior receipt of such notice. If the nature of the default is such that Mortgagee’s possession is required to correct cure the default, then Tenant shall not terminate this Lease so long as such non-monetary defaultsMortgagee or beneficiary commences proceedings to obtain possession of the Premises within the period of time afforded to the Mortgagee to cure such default, Tenant may declare and once the occurrence of a "Mortgagee has obtained possession, diligently proceeds to cure the default to completion. Nothing contained in this Lease shall be construed to impose any obligation on any Mortgagee to cure any default by Landlord Default" under this Agreement by giving Notice Lease. (c) In the event Landlord should be in default of such declaration to Landlord any obligation as set forth under the terms of this Lease 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 contraryhas expired, Tenant shall have the right, but not the obligation, (i) to exercise the Self-Help Right set forth in this Section or (ii) to pursue any other remedy now or hereafter permitted or available to Tenant under the laws or judicial decisions of the State of California (except to the extent waived in this Lease and provided that in no right to terminate this Agreement event shall Landlord be liable for any default by Landlord hereunder indirect, consequential or under the Other Leases and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunderpunitive damages). If after the notice and cure periods set for in Section 20(a), or such shorter period if expressly set forth in this Lease with respect to such obligation, Landlord shall in good faith dispute fails to perform any obligation pursuant to this Lease or to comply with any term, provision or covenant of this Lease, and such failure materially and adversely impacts Tenant’s use of the occurrence of any Premises for its Permitted Use, access to the Building, or parking within the Premises, then, after an additional ten (10) business day written notice to Landlord Default stating Tenant’s intent to exercise the following self-help remedy, and Landlord, before ’s failure to remedy the expiration of the applicable cure same within such 10-business-day period, Tenant shall give Notice thereof have the right (but not the obligation) to perform such obligation on behalf of Landlord, but only to the extent needed to correct the failure so that Tenant’s use is not materially adversely impacted (“Self-Help Right”), setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation reimburse Tenant for all of Tenant’s actual out of pocket costs incurred in connection with respect thereto until final adverse determination thereof; providedsuch performance within thirty (30) days of Tenant’s delivery to Landlord of demand for payment, however, that in together with reasonable supporting documentation and lien waivers (if applicable) therefor. In the event of any such adverse determination, Landlord shall pay fails to reimburse Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by expenses within such 30-day period, Tenant may proceed to offset the actual costs, which are not (in good faith) in dispute, thereof against Rent next coming due 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) yearsis reimbursed in full.

Landlord’s Default. Subject to (a) In the event Landlord should default in any of its obligations hereunder, Tenant shall simultaneously give Landlord and Landlord's Mortgagee written notice specifying such default and Landlord shall thereupon have thirty (30) days (plus an additional reasonable period as may be required in the exercise by Landlord of due diligence) in which to cure any such default. In addition, Landlord's Mortgagee shall have the right (but not the obligation) to dispute its obligation cure or remedy such default during the period of thirty (30) days (plus an additional reasonable period as may be required in the exercise by Landlord's Mortgagee of due diligence) following Landlord's Mortgagee's receipt of written notice of default, and Tenant will accept such curative or remedial action taken by Landlord's Mortgagee with the same effect as if such action had been taken by Landlord. (b) Upon the failure of Landlord or Landlord's Mortgagee to cure such default in accordance with Section 5.1.5(b)the provisions of Paragraph 19(a) hereof, if Landlord Tenant shall default in be authorized and empowered to take such action as may be necessary to cure the performance or observance of any of its covenants or obligations set forth in this Agreementdefault, and the amount paid by Tenant in curing such default for and on behalf of Landlord, together with interest thereon at the rate of twelve percent (12%) per annum from the date paid by Tenant until the date reimbursed to Tenant with interest, shall be payable on demand by Landlord to Tenant. If Landlord fails to pay any such default shall continue for a period of amount within ten (10) days after Notice thereof with respect to monetary defaultsnotice, 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, then Tenant may declare offset the occurrence of a "amount due from 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 against the next ensuing installments 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 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 Tenant will only be permitted to offset against each monthly installment rent hereunder an amount not exceeding twenty-five percent (25%) of the amount of such installment of rent and, if such monthly offset does not total the aggregate amount of Tenant's expenses which are allowable for offset, the remaining balance thereof may be carried forward and offset against future installments of rent, but Tenant may never offset more than twenty-five percent (25%) of any monthly installment of rent. (c) Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other remedies herein provided or any other remedies provided by law, nor shall pursuit of any remedy herein provided constitute a forfeiture or waiver of any damages accruing to Tenant by reason of the violation of any of the terms, provisions and covenants herein contained. No waiver by Tenant of any violation or breach of any of the terms, provisions and covenants herein contained shall be deemed or construed to constitute a waiver of any other violation or breach of any of the other terms, provisions and covenants herein contained. Forbearance by Tenant to enforce one or more of the remedies herein provided upon an Event of Default by Landlord shall not be deemed or construed to constitute a waiver of such default or of any subsequent default. In the event of any such adverse determinationlitigation between Landlord and Tenant concerning either party's rights or obligations under this Lease, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from prevailing party (meaning 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 party that obtains substantially all of the Operating Agreementrelief it is seeking) will be entitled, Landlord shall indemnify and hold Tenant harmless against all claimsin addition to such relief, costs and expenses (including to an award for its 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) yearsexpenses incurred in connection with such litigation.

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 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 70 -63- 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 Notwithstanding anything to Landlord's right to dispute its obligation the contrary set forth in accordance with Section 5.1.5(b)this Lease, if Landlord shall be in default in the performance or observance of any obligation required to be performed by Landlord pursuant to this Lease if (i) in the event a failure by Laxxxxxx xs with respect to the payment of its covenants or obligations set forth in this Agreementmoney, and any Landlord fails to pay such default shall continue for a period of unpaid amounts within ten (10) business days after Notice thereof with respect of notice from Tenant that the same was not paid when due, or (ii) in the event a failure by Landlord is other than (i) above, Landlord fails to monetary defaults, and perform such obligation within thirty (30) days after Notice thereof with respect to non-monetary defaults, the receipt of notice from Tenant specifying in detail Landlord’s failure 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 thereofperform; provided, however, if the nature of Landlord’s obligation is such that more than thirty (30) days are reasonably required for its performance, then Landlord shall not be in default under this Lease if Landlord commences such performance within such thirty (30) day period and thereafter diligently pursues the same to completion. Upon any such default by Landlord under this Lease, Tenant may, except as otherwise specifically provided in this Lease to the contrary, exercise any of its rights provided at law or in equity (provided, however, in no event shall Landlord be liable to Tenant for lost profits, loss of business or other consequential damages). In addition, in the event Tenant obtains a final non-appealable monetary judgment from a court of any competent jurisdiction against Landlord resulting from Laxxxxxx’s uncured default under this Lease, and Landlord fails to pay the amount of such adverse determination, Landlord shall pay monetary judgment to Tenant interest on any disputed funds at the Disbursement Ratewithin thirty (30) days after such judgment is entered against Landlord, and such failure continues for an additional thirty (30) days after notice 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 that Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default intends to exercise its rights 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 19.7, then Tenant may offset against the terminationRent next due and payable under this Lease, expiration or cancellation the amount of this Agreement for a period of five (5) yearssuch monetary judgment so entered 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 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 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 defaultsdefault, after written notice by Tenant may declare to Landlord properly specifying wherein Landlord has failed to perform any such obligation. It is the occurrence express understanding and agreement of the parties and a "Landlord Default" under condition of Landlord’s agreement to execute this Agreement by giving Notice Lease that in no event shall Tenant have the right to terminate this Lease or seek an abatement to or offset from Basic Rent or Escalation Charges 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 declaration default. Tenant hereby waives its right to recover punitive, special or consequential damages arising out of any act, omission or default by 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 or any party for whom 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 thereofis responsible). Except as otherwise expressly provided herein by this Lease, this Lease and the obligations of Tenant hereunder shall not be affected or impaired because Landlord is unable to the contrary, Tenant shall have no right to terminate this Agreement for fulfill any default by Landlord of its obligations hereunder or under the Other Leases and no rightis delayed in doing so, for any if such defaultinability or delay is caused by reason of a Force Majeure Event (as defined below), 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 Landlordand, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detailexcept as otherwise expressly provided by this Lease, the basis therefor, no Landlord Default time for Landlord'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 event or action that gave rise to such claim, demand, right or defense, or (ii) if such inaction, omission, event or action was not discoverable within such six (6) months, then within sixty (60) days after its discovery. Tenant shall look solely to the Overdue Rate until paid. During the term equity of the Operating AgreementLandlord in the Building and the Land Parcel and all proceeds, Landlord net income and profits therefore for the satisfaction of Tenant’s remedies. As used herein, a “Force Majeure Event” shall indemnify and hold Tenant harmless against all claimsbe any delay caused by or resulting from acts of God, costs and expenses (including war, 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 Agreementcontrol. 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 a) The following shall constitute an event of default by Landlord hereunder (an "Event of Landlord Default"): (i) Landlord's right failure to dispute its obligation in accordance with make any payments of money due Tenant or any third party, including but not limited to the payment of the brokerage commissions pursuant to Section 5.1.5(b)29(s) below, 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 within ten (10) days after Notice thereof with respect the receipt of written notice from Tenant that same is overdue; or (ii) 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) day period, 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 an emergency, Tenant shall be required to correct give only such non-monetary defaultsnotice as is reasonable under the circumstances. b) Upon the occurrence of an Event of Landlord Default, at Tenant's option, in addition to any and all other remedies which it may have at law and/or in equity, and without its actions being deemed an election of remedies or a cure of Landlord's 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 do all or any of the following paragraphfollowing: (i) pay or perform such obligations and offset Tenant's actual cost of performance, invoice Landlord for including any and all transaction costs and expenses (including reasonable attorneys' fees, paralegals' fees against the Basic Rent and court costsany and all other amounts and charges due Landlord hereunder; or (ii) incurred by Tenant in curing the same. If withhold Basic Rent and any other payments due to Landlord under this Lease until such Event of Landlord Default, transaction 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 specified in subsection (i) above, is cured by Landlord; or (iii) terminate this Lease and/or sue for damagxx, including transaction costs and paralegalsattorneys' feesfees specified in subsection (i) 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 above. With respect to a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreementprovisions of Section 18 below, Tenant shall be entitled to any remedies provided therein, in addition to those remedies provided herein. The various rights and remedies reserved to Tenant herein are cumulative, and Tenant may pursue any and all rights and remedies, whether at the same time or otherwise. Notwithstanding the foregoing, a delay by Tenant in exercising its cure rights or other remedies hereunder shall not be deemed a Force Majeure Event for purposes of extending the date(s) established for performance by Landlord. c) Any offset made by Tenant against Basic Rent or any other charges otherwise due by Tenant hereunder shall be without liability to Tenant, shall not constitute a default on behalf of Tenant and shall not affect any other rights or remedies Tenant may have against Landlord for failure to comply with the provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsherein.

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 hereunder within 30 days after written notice from Tenant specifying such failure, Tenant's exclusive remedy shall be an action for damages (except as provided below). If, however, such failure cannot reasonably be cured within such 30-day period, but Landlord commences to cure such failure within such 30-day period and thereafter diligently pursues the curing thereof to completion, then Landlord shall not be in default hereunder or liable for damages therefor. Unless Landlord fails to so cure such default after such notice, Tenant shall not have any remedy or cause of action by reason thereof. If Landlord fails to perform its obligations set forth within the time period specified in this AgreementSection 20, and any such default shall continue failure materially and adversely affects Tenant's use of the Premises such that Tenant is unable to make reasonable use of the Premises for a period of ten (10) days after Notice thereof with respect to monetary defaultstheir intended purposes, 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, then Tenant may declare the occurrence of a "perform such obligations and Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereaftershall reimburse Tenant all actual third-party, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for out-of-pocket costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any connection with performing such costs and expenses have not been reimbursed obligations within 30 days after Tenant delivers to Tenant as of the fifth (5th) day after the Landlord receives written demand therefor, accompanied by invoices substantiating Tenant's Notice therefor, Landlord shall pay claim. Tenant's right to Tenant, a late charge computed at perform the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period work under this Section 20 is subject to the date of payment thereof. Except following conditions: (a) all such work shall be performed in a good and workmanlike manner, in accordance with Law, and in a manner so as otherwise expressly provided herein not to affect any existing warranties with respect to the contrary, Tenant Building's roof or the Building's Structure; (b) all such work shall have no right to terminate this Agreement for any default be performed in accordance with plans and specifications approved 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 whose approval shall be deemed given if Landlord fails to have occurred disapprove any submitted plans and specifications within three business days after their submission to Landlord; (c) all such work shall be performed by contractors reasonably acceptable to Landlord which maintain commercial liability insurance in an amount not less than $1,000,000 per occurrence naming Landlord as an additional insured (Landlord's approval shall have no obligation with respect thereto until final adverse determination thereofbe deemed given if Landlord fails to disapprove any contractor within three business days after Tenant delivers to Landlord a written request for its consent thereto); provided, however, that in the event of any such adverse determination, (d) Tenant delivers to 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 "as-built" plans 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 work performed 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.Tenant; and

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if In the event Landlord shall default in the performance or observance of any covenant or agreement of its covenants or obligations set forth Landlord contained in this AgreementLease and shall not cure such default within thirty (30) days after written notice by Tenant (provided, however, if Landlord in good faith commences to cure such default within such cure period, but due to the nature of such default it could not be cured within such cure period after due diligence, no event of default shall be deemed to have occurred at the end of the cure period if Landlord is then diligently pursuing such cure to completion, and completes such cure as promptly as reasonably possible under all the circumstances), then Tenant may, at its option: (i) do or cause to be done, on behalf of and for the account of Landlord, whatever Landlord is obligated to do under the terms of this Lease, and Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission. Landlord agrees to reimburse Tenant on demand for any and all costs and expenses, including without limitation, reasonable attorneys’ fees, which Tenant may incur in thus effecting compliance with Landlord’s obligations under this Lease, and if Landlord fails to make such default shall continue for a period of reimbursement within 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 defaultswritten demand therefor, 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 deduct such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice thereforexpenses, Landlord shall pay to Tenant, a late charge computed together with interest thereon at the Overdue Rate on the amount of such reimbursement Determination Rate, 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 thereafter accruing 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 Landlord in good faith disputes the occurrence of the default or Tenant’s right to offset the amount claimed, Tenant shall have the right, until such dispute is resolved, to offset only the amount that is not in dispute; (ii) enforce collection of its damages and/or obtain specific performance, injunctive or other equitable relief; or (iii) to the extent Landlord commits a default that either (a) materially impairs Tenant’s access to and operations in the event Demised Premises or (b) is a breach of an environmental indemnity made by Landlord to Tenant, and either of such defaults has not been cured within twelve (12) months, Tenant may, at its option, terminate this Lease. Pursuit of any such adverse determinationof the foregoing remedies shall not preclude pursuit of any other remedy herein provided or any other remedy provided at law or in equity or otherwise (subject to the limitation set forth in Article 36). Except as aforesaid, pursuit of any remedy herein provided shall not constitute an election of remedies thereby excluding the later election of an alternate remedy. Forbearance by Tenant to enforce one or more of the remedies as herein provided upon occurrence of a default by Landlord shall pay not be deemed to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for constitute a waiver of 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) yearsdefault.

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 In addition to Landlord's and not in limitation of the provisions of this Lease which grants Tenant an express remedy (including any right to dispute its obligation terminate this Lease which is expressly provided for in accordance with Section 5.1.5(bthis Lease), if Landlord shall default in the performance should fail to perform or observance observe any covenant, term, provision or condition of any of its covenants or obligations set forth in this Agreement, Lease and any such default shall should continue for beyond a period of ten twenty (1020) business days after Notice thereof with respect as to a monetary defaults, and default or thirty (30) days (or such longer period as is reasonably necessary to remedy such default, provided Landlord shall diligently pursue such remedy at all times until such default is cured) as to a nonmonetary default, after Notice in each instance notice thereof with respect to non-monetary defaults, from is 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 (with a copy 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 said notice sent on the same and, subject day to the provisions holders of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by any Mortgage who has theretofore notified Tenant in curing writing of its interest and the same. If address to which notices are to be sent for this purpose) then, and in 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, event Tenant shall have no the right (a) to cure such default, and Landlord shall reimburse Tenant (which reimbursement Tenant may effect through the withholding of Rent whether or not otherwise entitled to withhold Rent under this Lease for the item in question) for all sums reasonably expended or incurred (including all reasonable attorney fees) in so curing or attempting to cure said default, (b) to commence such actions at law or in equity to which Tenant may be entitled, and/or (c) in the event such default materially adversely affects Tenant's use and enjoyment of the Premises for the purpose of the conduct of Tenant's business therein and the Building and continues for a period of one hundred eighty (180) days after Tenant's notice, to terminate this Agreement for Lease in its entirety or to such portion of the Premises as Tenant may in its sole discretion elect by giving notice thereof to Landlord at any default by Landlord hereunder or under the Other Leases time thereafter and no rightprior to such cure, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord which termination shall in good faith dispute the occurrence be effective (regardless of any Landlord Default cure made after such notice is given) on such date as Tenant may select which is not earlier than the date such termination notice is given and Landlord, before not later than twelve (12) months after such notice of termination is given. Notwithstanding the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detailforegoing, the 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 24.5 shall survive the terminationnot, expiration however, delay or cancellation of postpone any deadlines or time periods set forth elsewhere in this Agreement for a period of five (5) yearsLease or in any way affect Tenant's rights to terminate this Lease.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with the provisions of Section 5.1.5(b)16.3, 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 Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, perform (or such additional shorter period of time as may be reasonably reasonable in the event of an emergency); provided however, that if the nature of Landlord's obligation is such that more than thirty (30) days (or such shorter period, as applicable) are required for its performance, then Landlord shall not be deemed in default if it commences such performance within such thirty (30) day period (or such shorter period, as applicable) and thereafter diligently pursues the same to correct completion. Upon any 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, however: (a) Tenant may (but shall have no obligation to) cure right to offset or abatx xxxt 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 any default by Landlord Lease; (c) Tenant's rights and remedies 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 limited to have occurred 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, including the limitation on Landlord's liability contained in Section 31 hereof and (d) in no event shall 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 be liable 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) yearsconsequential damages.

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 payment of any obligation of its covenants Landlord under any mortgage, trust deed, judgment, assessment, tax or obligations set forth in other encumbrance affecting the Premises, or fail to perform any obligation of Landlord specified under this AgreementLease, and any if such default shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and is not cured by Landlord within thirty (30) days after Notice thereof with respect Tenant has notified Landlord in writing of such default (excepting therefrom the event when Landlord may be in default of a nonmonetary obligation but has undertaken to non-monetary defaultscure the default and thereafter diligently pursues the cure to completion), from Tenant shall have the right, but not be obligated, to pay or discharge any such obligation following delivery to Landlord andof an additional written notice of Tenant’s election to do so. Should Tenant elect to pay or discharge any such obligation, subject to Section 19.3Landlord shall, any applicable Facility Mortgageewithin thirty (30) calendar days from the date of Tenant’s written demand, or such additional period as may be reasonably required to correct such non-monetary defaults, reimburse Tenant may declare for 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 reasonable costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing connection therewith, including, but not limited to, reasonable attorneys’ fees. Tenant shall supply such documentation regarding Tenant’s costs as Landlord may reasonably request. Tenant’s written demand shall specify and breakdown in reasonable detail the samenature of all sums expended. If Nothing herein contained shall be interpreted to mean that Tenant is excused from paying Rent due hereunder by reason of any default by Landlord. Tenant will not have the right to terminate this Lease for such costs and expenses have not been reimbursed to Tenant as of default. In 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 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 contrarydefault, Tenant shall have no all remedies available under law or equity, including (without limitation) the 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 thereofspecific performance; provided, however, that in no event shall Landlord be liable under any circumstance to Tenant for any loss of profits arising in connection with such default by Landlord, unless acts within the control of Landlord render Tenant’s use and occupancy impracticable or infeasible. In addition, Landlord will be liable for a late charge and interest at the Interest Rate, on the same basis as provided above for non-payment of Rent. In the event of a default on the part of Landlord hereunder, Tenant shall give notice to any mortgagee or ground lessor of Landlord which has notified Tenant of its address in the manner provided for notices in this Lease and said mortgagee or ground lessor will have the right to cure Landlord’s defaults under this Article 15. The cure period will commence on notice to 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 mortgagee of the Operating Agreement, Landlord shall indemnify default 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 extend for a period ending twenty (20) days after the end of five (5) yearsthe time period for Landlord to cure a default.

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 the amount of Rate, and/or offset such reimbursement from the expiration of the applicable cure period to the date of payment thereofamounts against Additional Rent due and 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, except with respect to Additional Rent 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 In addition to Landlord's and not in limitation of the provisions of this Lease which grants Tenant an express remedy (including any right to dispute its obligation terminate this Lease which is expressly provided for in accordance with Section 5.1.5(bthis Lease), if Landlord shall default in the performance should fail to perform or observance observe any covenant, term, provision or condition of any of its covenants or obligations set forth in this Agreement, Lease and any such default shall should continue for beyond a period of ten twenty (1020) business days after Notice thereof with respect as to a monetary defaults, and default or thirty (30) days (or such longer period as is reasonably necessary to remedy such default, provided Landlord shall diligently pursue such remedy at all times until such default is cured) as to a nonmonetary default, after Notice in each instance notice thereof with respect to non-monetary defaults, from is 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 (with a copy 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 said notice sent on the same and, subject day to the provisions holders of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by any Mortgage who has theretofore notified Tenant in curing writing of its interest and the same. If address to which notices are to be sent for this purpose) then, and in 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, event Tenant shall have no the right (a) to cure such default and Landlord shall reimburse Tenant (which reimbursement Tenant may effect through the withholding of Rent whether or not otherwise entitled to withhold Rent under this Lease for the item in question) for all sums reasonably expended or incurred (including all reasonable attorney fees) in so curing or attempting to cure said default, (b) to commence such actions at law or in equity to which Tenant may be entitled, and/or (c) in the event such default materially adversely affects Tenant’s use and enjoyment of the Premises for the purpose of the conduct of Tenant’s business therein and the Building and continues for a period of one hundred eighty (180) days after Tenant’s notice, to terminate this Agreement for Lease in its entirety or to, such portion of the Premises as Tenant may in its sole discretion elect by giving notice thereof to Landlord at any default by Landlord hereunder or under the Other Leases time thereafter, and no rightprior to such cure, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord which termination shall in good faith dispute the occurrence be effective (regardless of any Landlord Default cure made after such notice is given) on such date as Tenant may select which is not earlier than the date such termination notice is given and Landlord, before not later than twelve (12) months after such notice of termination is given. Notwithstanding the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detailforegoing, the 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 24.5 shall survive the terminationnot, expiration however, delay or cancellation of postpone any deadlines or time periods set forth elsewhere in this Agreement for a period of five (5) yearsLease or in any way affect Tenant’s rights to terminate this Lease.

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 73 -64- 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 Notwithstanding anything to Landlord's right to dispute its obligation the contrary set forth in accordance with Section 5.1.5(b)this Lease, if Landlord shall 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 pursuant to this Agreement, and any Lease if 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 notice from Tenant specifying in detail Landlord’s failure to perform; provided, however, if the nature of Landlord’s obligation is such that more than thirty (30) days are required for its performance, then Landlord shall not be in default under this Lease if it shall commence such performance within such thirty (30) day period and thereafter diligently pursue the same to completion. In addition, notwithstanding any provision set forth in this Lease to the contrary, if Tenant provides written notice (“Repair Notice”) to Landlord andof an event or circumstance which requires the action of Landlord under Section 9(a) of this Lease, subject and Landlord fails to Section 19.3provide such action within a reasonable period of time, any applicable Facility Mortgageegiven the circumstances, after the receipt of such notice, but in no event earlier than thirty (30) days after Landlord’s receipt of such notice, then Tenant may proceed to take the required action upon delivery of an additional ten (10) business days’ notice to Landlord specifying that Tenant is taking such required action, and if such action was required under the terms of this Lease to be taken by Landlord and was not taken by Landlord within such ten (10) business day period, then Tenant shall be entitled to prompt reimbursement by Landlord of Tenant’s actual and reasonable costs in taking such action. Notwithstanding the foregoing, if Tenant so indicates in Tenant’s Repair Notice to Landlord that the required repair is essential to Tenant’s day-to-day business operations, then (i) Landlord agrees to commence such repairs within a commercially reasonable expeditious period of time, and (ii) if Landlord fails to commence such repairs within five (5) days after such Repair Notice from Tenant or Landlord fails to diligently prosecute such additional period as may be reasonably required repairs to correct such non-monetary defaultscompletion, Tenant may declare proceed to take the occurrence required action upon delivery of a "Landlord Default" under this Agreement by giving Notice of such declaration an additional two (2) business days’ notice to Landlord specifying that Tenant is taking such required action, and if such action was required under the terms of this Lease to be taken by Landlord and was not taken by Landlord within such Facility Mortgageetwo (2) business day period, then Tenant shall be entitled to prompt reimbursement by Landlord of Tenant’s actual and reasonable cost in taking such action. Thereafter, Tenant may (but shall have no obligation to) cure If 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 work so performed by Tenant pursuant to this Section 9(b) pertains to items that would otherwise be includable in curing the same. If any such costs and expenses have not been reimbursed Direct Costs pursuant to Tenant as of the fifth (5th) day after the Article 3 above, then Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on may include 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) yearsDirect Costs.

Landlord’s Default. Subject to In the event of Landlord's right to dispute defaults in its ------------------ performance of any covenant or obligation in accordance with Section 5.1.5(b)this Lease, if Tenant shall not exercise any remedy until Tenant has given Landlord shall default in the performance prior written notice of such act or observance of any of its covenants or obligations set forth in this Agreement, omission and any such default shall continue for until a period of ten (10) days after Notice thereof with respect to monetary defaults, and thirty (30) days after Notice thereof with respect day period of time to non-monetary defaults, from Tenant allow Landlord or the mortgagee to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, remedy such act or such additional period as may be reasonably required to correct such non-monetary defaults, Tenant may declare omission shall have elapsed 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 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 thereofnotice; provided, however, that if such act or omission cannot, -------- ------- with due diligence and in good faith, be remedied within such thirty (30) day period, Landlord and/or the mortgagee shall be allowed such further period of time as may be reasonably necessary provided that it shall have commenced remedying the same with due diligence and in good faith within said thirty (30) day period. Notwithstanding the foregoing, in the event Landlord's default hereunder results in an immediate threat of bodily harm to Tenant's employees, agents or invitees, or damage to Tenant's property, Tenant may proceed to cure the default without prior notice to Landlord provided, however, that in that -------- ------- event Tenant shall give written notice to Landlord as soon as possible. Nothing herein contained shall be construed or interpreted as requiring any mortgagee to remedy such adverse determination, act or omission. Landlord shall pay to reimburse Tenant for any costs or expenses paid by Tenant on behalf of Landlord under this Section 14.3, together ------------ with interest on any disputed funds at the Disbursement RateMaximum Rate of Interest, from the date within fifteen (15) days of written demand by Tenant. If Landlord fails to timely reimburse Tenant for such funds was made by costs or expenses, Tenant until may deduct such amounts from subsequent payments of Rent. Nothing herein shall provide any extension or cure right with respect to the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term time frames for design and construction of the Operating Base Building Improvements and the Tenant Improvements set forth in the Pre-Occupancy 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 default in In the performance or observance event of any act or omission of its covenants or obligations set forth in this Agreement, and any such Landlord constituting a 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 contraryLandlord, Tenant shall have no right not exercise any remedy until Tenant has given Landlord prior written notice of such act or omission and until a 30-day period of time to terminate this Agreement for any default by allow Landlord hereunder or under the Other Leases and no right, for any mortgagee to remedy such default, to offset act 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 omission shall have no obligation with respect thereto until final adverse determination thereofelapsed following the giving of such notice; provided, however, if such act or omission cannot, with due diligence and in good faith, be remedied within such 30-day period, the Landlord and/or mortgagee shall be allowed such further period of time as may be reasonably necessary provided that it shall have commenced remedying the same with due diligence and in good faith within said 30-day period. In the event Landlord's act or omission which constitutes a Landlord's default hereunder results in an immediate threat of bodily harm to Tenant's employees, agents or invitees, or damage to Tenant's property (a "Special Landlord Default"), Tenant may proceed to cure the default without prior notice to Landlord provided, however, in that event Tenant shall give written notice to Landlord as soon as possible after commencement of such cure. Nothing herein contained shall be construed or interpreted as requiring any mortgagee to remedy such adverse determination, act or omission. If Landlord shall pay fails 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 cure a Special Landlord Default under this Section 16.2 after two written notices of such Special Landlord Default are given to Landlord by Tenant as provided in this Section 16.2 and if Landlord does not contest the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 fact that Landlord is in default of the Operating Agreement or a breach by Lease, then Landlord shall reimburse Tenant the reasonable costs of its obligations under Tenant's cure of the Owner Agreement or Special Landlord Default within 30 days after Tenant's invoice for the Pooling Agreement. The provisions reasonable costs of this Section 14.2 shall survive such cure, setting forth in reasonable detail the termination, expiration or cancellation of this Agreement for a period of five (5) yearswork performed.

Landlord’s Default. Subject to LandlordIf a nonappealable judgment has been entered in Tenant's right to dispute its obligation favor, or an arbitrator has determined that a material default exists (in accordance with Section 5.1.5(b7.3(a). below), if Landlord shall with respect to a material default in the performance or observance of any of its covenants or obligations set forth in this AgreementLandlord, and any such default shall continue for then after a period of ten one hundred twenty (10120) days after Notice thereof with respect has elapsed from Landlord's receipt of Tenant's notice specifying the default and the Landlord’s failure to monetary defaults, and thirty cure such default within said one hundred twenty (30120) 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. Thereafterday period, Tenant may (i) assign all of Tenant’s rights under this Lease to the County of Marin or a division thereof (but only with the concurrence of the County of Marin), so long as Tenant provides forty-five (45) days’ prior notice to Landlord of such assignment, in which case Landlord shall accept such assignment, or (ii) declare the Term ended and vacate the Leased Premises and be relieved of all further obligations under this Lease and shall have no further obligation(s) to pay any amounts to Landlord, except to the extent of Section 10. If Tenant elects to assign or terminate the Lease in accordance with the terms of this Section, such termination shall constitute Tenant’s sole remedies (and if damages, as referenced in Section 22.14 are not available), and Tenant shall be precluded from seeking any other remedy which would have otherwise been available at law, equity, or by contract. (a) Landlord’s default on any mortgage or other obligation tothat affects or might reasonably affect Tenant’s rights under this Lease. In the event Landlord fails to make payment(s) or otherwise act in compliance with any term(s) of a mortgage or other obligation that affects or might reasonably affect Tenant’s right(s) under this Lease (collectively a “Mortgage Default” for convenience only and not to limit such definition), Tenant may in its sole discretion take all steps reasonably necessary to protect its rights under this Lease, including but not necessarily limited to making payments on behalf of Landlord and communicating/working with the lienholder and/or Landlord to cure any such default by Landlord. The purpose of this Section is to help prevent, by way of example only and without limiting the foregoing, conduct by a lienholder (or lienholder agent) that may reasonably result in a foreclosure upon any portion of the Leased Premises. To the same andextent Tenant makes any payments in connection with curing a Mortgage Default, subject Tenant may credit Tenant’s rent payments. Landlord shall promptly contact Tenant and the County of Marin in writing regarding any Mortgage Default. Landlord shall reasonably cooperate in connection with any request by Xxxxxx to address a Mortgage Default. Tenant may record a notice in the provisions Recorder’s Office of the following paragraphCounty of Marin requesting that any lienholder provide notice of any default to Tenant and the County of Marin. Such notice, invoice if and when recorded, shall be independent of, and shall not abrogate or limit Landlord’s obligation to notify Tenant and the County of Marin in writing of any Mortgage Default. 7.2.1. Notice of Any Mortgage or Other Obligation that Might Reasonably Affect Tenant’s Rights Under this Lease. Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costsshall record in the Office of the Recorder of Marin County any mortgage or other obligation of Landlord that might reasonably affect Tenant’s rights under this Lease as contemplated in Section 7.2(a) incurred by Tenant in curing above. Upon the same. If recordation of any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefordocument, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount promptly provide written notice of such reimbursement from document to both Tenant and the expiration County 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) yearsMarin.

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 default in the performance or observance of fail to perform any of its the covenants or obligations set forth in provisions of this AgreementLease to be performed by Landlord, 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 written notice thereof with respect to non-monetary defaults, from Tenant to Landlord andLandlord, 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, then Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount be in default 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 thereofLease; provided, however, that if the nature of Landlord’s failure is such that more than thirty (30) days are reasonably required for its cure, then Landlord shall not be deemed to be in default if Landlord shall commence such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. Notwithstanding the foregoing, if Landlord’s failure is of a nature that materially and aversely affects Tenant’s use of the Leased Premises, Landlord shall use diligent efforts to cure such failure as soon as reasonably possible under the circumstances. Except as otherwise expressly stated to the contrary in this Lease, in the event of a default under this Lease by Landlord not cured within the period provided above and provided that Landlord is not then diligently pursing such cure (provided, however, Landlord’s diligent pursuit of such cure shall in no event extend the time period for such cure beyond the date that is ninety (90) days after the date of the occurrence of the Landlord default), Tenant shall have the right to pursue any such adverse determinationremedies which may be provided at law or equity including, but not limited to, termination of this Lease or reduction of Rent; provided, however, Tenant shall not be entitled to self-help in any portions of the Building or the Property other than the Leased Premises, except the HVAC system, electrical system, plumbing system, and elevator/escalator system, to the extent necessary to fully effectuate Tenant’s right to self-help in the Leased Premises. In the event of a Landlord default and Tenant availing itself of the right to self-help in the Leased Premises, Landlord shall pay to within thirty (30) days after Landlord’s receipt of a written demand (with sufficient detail of the costs incurred) 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, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, reasonable costs and expenses as actually incurred by Tenant, and if such amounts are not reimbursed by Landlord to Tenant within thirty (including reasonable attorneys' fees 30) days after Landlord’s receipt of written demand therefore, Tenant shall have the right to deduct same from any installments of Rent and paralegals' feesother amounts payable by Tenant under this Lease until Tenant is reimbursed in full; provided, however, Tenant shall not deduct more than fifty percent (50%) arising from a Landlord Default under the terms and conditions of this Agreement which any single month’s Rent. Such deduction by Tenant shall cause an Event of Default under Section 16.01 of the Operating Agreement or not be deemed 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’s covenant to pay Rent.

Landlord’s Default. Subject to a. All covenants of Tenant in this Lease are independent covenants, not conditioned upon Landlord's right satisfaction of its obligations hereunder, except to dispute its obligation the extent otherwise specifically provided herein. Tenant waives any statutory lien it may have against the rent due under this Lease or against Landlord's property in accordance with Section 5.1.5(b), if Tenant's possession. b. If Landlord shall default defaults 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 Landlord will have thirty (30) days to cure after Notice thereof with respect Tenant notifies Landlord of the default; or if the default is of a nature to non-monetary defaultsrequire more than thirty (30) days to remedy, Landlord will have the time reasonably necessary to cure it. c. Whenever a period of time is prescribed in this Lease for action to be taken by Landlord, Landlord will not be liable or responsible for, and there shall be excluded from Tenant to Landlord and, subject to Section 19.3the computation for any such period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, war, applicable Facility laws or any other causes of any kind whatsoever which are beyond the control of Landlord. d. Tenant agrees to serve a notice of claimed default or breach by Landlord upon the lender holding a first mortgage or deed of trust against the Premises (herein called "Landlord's Mortgagee, or ") if Tenant has been made aware of the name and address of such additional period as may be reasonably required lender in writing. Notwithstanding ---------- anything to correct such non-monetary defaultsthe contrary contained herein, 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 will 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 Lease because of a default by Landlord hereunder before allowing such lender the opportunity to cure such default as provided in subsection 19(d). This subsection will not be interpreted as creating or under the Other Leases and no right, for broadening any such default, right of Tenant to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence terminate this Lease because of any Landlord Default and a default by Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof; 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 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 The occurrence of any one or more of the following events shall constitute a default and breach of this Lease by the Landlord: (a) Landlord's right failure to dispute its obligation in accordance with Section 5.1.5(b)do, if Landlord shall default in the performance or observance of observe, keep and perform any of its covenants the terms, covenants, conditions, agreements or obligations set forth in provisions of this AgreementLease required to be done, and any such default shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaultsobserved, and kept or performed by the Landlord, within thirty (30) days after Notice thereof with respect to non-monetary defaults, from written notice by the Tenant to the Landlord andof said failure (except when the nature of the Landlord's obligation is such that more than thirty (30) days are required for its performance, subject then the Landlord shall not be deemed in default if it commences performance within the thirty (30) day period and thereafter diligently pursues the cure to Section 19.3completion) or such shorter period of time as is reasonable in the circumstances where a delay may jeopardize the safety of the Building or any tenant, any applicable Facility Mortgageesubtenant, occupant or Person therein, or such additional period as where a delay may be reasonably required result in increased loss or damage to correct such non-monetary defaultsthe Premises or the Building or the Tenant’s use and enjoyment thereof, Tenant may declare (b) the occurrence of a "Landlord Default" becomes bankrupt or insolvent or makes application for relief from creditors 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 any statute for bankrupt or insolvent debtors, or makes any proposal, assignment or arrangement with its creditors, (c) a receiver or a receiver and manager is appointed for all or part of the property of the Landlord, (d) steps are taken or proceedings are instituted for the dissolution, winding-up or other termination of the Landlord's existence or for the liquidation of its assets, or (e) the failure of any representation or warranty to be true when deemed given hereunder. In the event of a default by the Landlord, the Tenant, at its option, without further notice or demand, shall have the right to any one or more of the following paragraph, invoice Landlord for remedies in addition to all other rights and remedies provided at law or in equity or elsewhere herein: (i) to remedy such default or breach and deduct the costs and expenses thereof (including reasonable attorneyssolicitors' 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 instalments of Annual Rent next falling due, (ii) to pursue the applicable cure period remedy of specific performance, (iii) to seek money damages for loss arising from the date of payment thereof. Except as otherwise expressly provided herein Landlord's failure to the contrarydischarge its obligations under this Lease, Tenant shall have no right and (iv) to terminate this Agreement for any default by Lease. Nothing herein contained shall relieve the 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 hereunder, nor shall this Section 14.2 shall survive be construed to obligate the termination, expiration or cancellation of this Agreement for a period of five (5) yearsTenant to perform the Landlord's repair obligations.

Landlord’s Default. Subject to Landlord's right to dispute its obligation Landlord shall be in accordance with Section 5.1.5(b), default if Landlord shall default in fails to perform any provision of this Lease required of it and 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 failure is not cured within thirty (30) days after Notice thereof with respect written notice has been given to non-monetary defaultsLandlord. If, from Tenant however, the failure cannot reasonably be cured within such thirty (30) day period, Landlord shall not be in default of this Lease if Landlord commences to cure the failure within such thirty (30) day period and diligently and in good faith pursues the cure to completion. Notices given under this Section shall specify the alleged failure and the applicable Lease provisions. If Landlord and, subject to Section 19.3, shall at any time be in default beyond the applicable Facility Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaultsnotice and cure period, 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, Tenant may however: (but shall have no obligation toi) 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 in this Lease, Tenant shall have no right to offset or xxxxx rent in the contrary, event of any default by Landlord under this Lease; (ii) Tenant shall have no right to terminate this Agreement Lease; (iii) Tenant’s rights and remedies hereunder shall be limited to the extent (a) Tenant has expressly waived in this Lease any of such rights or remedies and/or (b) this Lease otherwise expressly limits Tenant’s rights or remedies; and (iv) Landlord will not be liable for any consequential damages or lost profits suffered by Tenant as a result of such default. Notwithstanding the foregoing, if Landlord is in default beyond the foregoing notice and cure period and the nature of such default materially and adversely affects Tenant’s ability to operate its business from the Premises, then provided that Tenant’s cure of such default will not void any applicable warranties covering such repair or maintenance, Tenant may proceed to cure such default upon delivery of an additional five (5) business days notice to Landlord and any mortgagee of Landlord (of whom Tenant is notified) (which additional notice must clearly specify that Tenant is curing such default), and if such default is not cured within such five (5) business day period (or is not commenced within such five (5) business day period, if the same is not capable of being cured within such five (5) business day period), then Tenant shall be entitled to prompt reimbursement by Landlord of Tenant’s actual reasonable costs in curing such default. In the event Tenant cures such default, and the work will affect the Building systems or the structural integrity of the Building, Tenant shall use only qualified contractors that normally and regularly performs similar work in buildings similar to the Building in the Carlsbad area. Within thirty (30) days after receipt of a reasonably particularized invoice from Tenant of its costs of curing such default, Landlord shall reimburse Tenant the amount set forth in such invoice. If, however, Landlord delivers to Tenant within thirty (30) 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 Landlord was not in default hereunder or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive), then Landlord shall not be required to make such reimbursement, but as Tenant’s sole remedy, Tenant may proceed to claim a monetary default by Landlord hereunder or under the Other Leases and no right, for any such default, this Lease pursuant to offset or counterclaim against any Rent or other charges due hereunderSection 21.26 hereof. If Landlord shall does not reimburse Tenant as required by this paragraph (and does not deliver a written objection as provided in good faith dispute the occurrence of any Landlord Default and preceding sentence), then Tenant upon an additional five (5) days written notice to Landlord, before the expiration of the applicable cure period, shall give Notice thereof after which Landlord again fails to so reimburse Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto may offset such amount against Base Rent due hereunder until final adverse determination thereofsuch amount has been fully recouped; provided, however, that in the no 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 offset more than fifty percent (50%) 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 Base Rent due hereunder for a period of five (5) yearsany given month.

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 keep or observance of perform any of its covenants obligations under this Lease with respect to the making of any payment to Tenant or obligations set forth in the performance of any other obligation of Landlord under this AgreementLease, and any upon the continuance of such default shall continue failure on Landlord's part for a period of ten fifteen (1015) days after Notice thereof with respect to monetary defaults, the receipt by Landlord and thirty any holder of any mortgage or the beneficiary of any deed of trust secured by the Building (30"Mortgagee") days after Notice thereof with respect to non-monetary defaults, of written notice of such failure from Tenant to (provided, however, that in the case of any such failure which cannot reasonably be cured within fifteen (15) days, Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or shall be allowed such additional period as may be reasonably required by Landlord to correct cure such non-monetary defaultsfailure with due diligence, Tenant may declare the occurrence of a "provided Landlord Default" under this Agreement by giving Notice of begins to cure such declaration default within such fifteen (15) day period and thereafter diligently and continuously pursues said cure to completion), and without waiving or releasing Landlord and to such Facility Mortgagee. Thereafterfrom any obligation, then Tenant may (but shall have no not be obligated to), following receipt by Landlord and any Mortgagee of an additional fifteen (15) day written notice of such continuing failure (a) make such payment, or Tenant may perform such obligation to) cure the same and, subject (but repairs shall be limited to repairs to the provisions Demised Premises, the Building Systems and the Common Areas, all of the following paragraph, invoice Landlord for which shall be non-structural) and all sums actually paid or incurred by Tenant and all necessary and incidental costs and expenses (expenses, including reasonable attorneys' fees, paralegals' attorney's fees and court costs) incurred by Tenant in curing the same. If any making such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice thereforpayment or performing such obligation, Landlord shall pay to Tenant, a late charge computed together with interest thereon 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 of payment by Tenant, date payment was due to Tenant or date a cost was incurred by Tenant, shall be paid by Landlord to Tenant within thirty (30) days after demand, and, if not so paid by Landlord, Tenant shall have the right to submit its claim to binding arbitration pursuant to the American Arbitration Association. In the event Tenant obtains a favorable decision pursuant to such funds was made arbitration and thereafter Landlord fails to pay the full amount then due, Tenant shall have the right to offset such sums against any Base Monthly Rent, additional rental or other amounts thereafter payable by Tenant until under this Lease, or (b) Tenant may pursue any other remedies available to Tenant at law or in equity to collect payment and/or cause Landlord to cure such default. The foregoing remedies of Tenant shall be cumulative; but the date foregoing right to offset shall be limited to Autodesk, Inc., to any parent or subsidiary of final adverse determination andAutodesk, thereafterInc. to any person, at firm or corporation which shall be controlled by, under the Overdue Rate until paid. During the term control of, or under control with Autodesk, Inc., or to any corporation into which Autodesk, Inc. may be merged, consolidated or which purchases all or substantially all of the Operating Agreementassets of Autodesk, 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.Inc.

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, and any such default shall continue for a period of ten (10) days after Notice thereof to Sublessor with respect to monetary defaultsthe Premises, and thirty (30) days after Notice thereof Sublessee shall be entitled to participate with respect to non-monetary defaultsSublessor in the enforcement of Sublessor's rights against Landlord, 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 Sublessor shall have no obligation to) cure to bring any action or proceeding or to take any steps to enforce Sublessor's rights against Landlord. If, after written request from Sublessee, Sublessor shall fail or refuse to take appropriate action for the enforcement of Sublessor's rights against Landlord with respect to the Premises within a reasonable period of time considering the nature of Landlord's default, Sublessee shall have the right to take such action in its own name, and for that purpose and only to such extent, all of the rights of Sublessor under the Master Lease hereby are conferred upon and assigned to Sublessee and Sublessee hereby is subrogated to such rights to the extent that the same and, subject shall apply 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 samePremises. If any such costs action against Landlord in Sublessee's name shall be barred by reason of lack of privity, non-assignability or otherwise, Sublessee may take such action in Sublessor's name and expenses have provided Sublessee has obtained the prior written consent of Sublessor which consent shall not been reimbursed be unreasonably withheld, conditioned or delayed. The failure of Landlord to Tenant as make such repairs, comply with such obligations or provide any such services and/or utilities shall not result in any claim or right of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay action of Sublessee against Sublessor or entitle Sublessee to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period withhold or otherwise reduce any rent or other payments to be made to Sublessor pursuant to the date terms of payment thereof. Except as otherwise expressly provided herein to the contrarythis Sublease, Tenant shall have no right to terminate this Agreement for any unless (i) Sublessor is in default by Landlord hereunder or under the Other Leases and no rightMaster Lease or this Sublease, for any such default, or (ii) Sublessor is permitted to offset withhold 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 reduce rent 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) yearsMaster Lease.

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 failure 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 Lease obligations set forth in this Agreement, and any such default shall continue for after a period of ten (10) days after Notice thereof with respect to monetary defaults, and thirty (30) business days or the additional time, if any, that is reasonably necessary to promptly and diligently cure the failure after Notice thereof with respect to non-monetary defaults, receiving notice from Tenant is a Default. The notice shall give in reasonable detail the nature and extent of the failure and identify the Lease provision(s) containing the obligation(s). After Tenant receives notice of a Mortgagee's name and address and request for notice upon Landlord's Default, Tenant shall provide the notice required by this paragraph to the Mortgagee at the same time Tenant gives notice to Landlord. If Landlord andcommits a Default, subject in addition to Section 19.3any remedies given in this Lease or under the law or at equity, Tenant shall have the right, but not the obligation, to cure such failure, provided Tenant shall not commence to cure any applicable Facility Mortgageedefault or failure by Landlord if Landlord commences to cure same within said period and proceeds with due diligence and in good faith to complete such cure. Notwithstanding the foregoing, or such additional period as may be reasonably required to correct such non-monetary defaultsif, in Tenant's reasonable judgment, an emergency shall exist, Tenant may declare cure such default without any prior notice to Landlord, but Tenant nevertheless shall give Landlord notice thereof as soon as practicable thereafter. Any performance by Tenant of an obligation of Landlord shall not be construed as a modification or waiver of any provision of this Lease, and said obligation shall remain the occurrence obligation of a "Landlord. Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, shall immediately reimburse Tenant may (but shall have no obligation to) cure for 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 performing any of Landlord's obligations hereunder and, if Landlord fails to so reimburse Tenant within fifteen (15) days after Tenant's demand therefor, Tenant may deduct such costs and expenses have not been reimbursed from the next succeeding payment or payments of any Rent due to Landlord from Tenant as pursuant to this Lease. The exercise by Tenant of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay right granted hereunder to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement deduct and set-off 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 no event be construed as a Default 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 a) The following shall constitute an event of default by Landlord hereunder (an "Event of Landlord Default"): (i) Landlord's right failure to dispute its obligation in accordance with make any payments of money due Tenant or any third party, including but not limited to the payment of the brokerage commissions pursuant to Section 5.1.5(b)29(s) below, 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 within ten (10) days after Notice thereof with respect the receipt of written notice from Tenant that same is overdue; or (ii) 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) day period, 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 an emergency, Tenant shall be required to correct give only such non-monetary defaultsnotice as is reasonable under the circumstances. b) Upon the occurrence of an Event of Landlord Default, at Tenant's option, in addition to any and all other remedies which it may have at law and/or in equity, and without its actions being deemed an election of remedies or a cure of Landlord's 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 do all or any of the following paragraphfollowing: (i) pay or perform such obligations and offset Tenant's actual cost of performance, invoice Landlord for including any and all transaction costs and expenses (including reasonable attorneys' fees, paralegals' fees against the Basic Rent and court costsany and all other amounts and charges due Landlord hereunder; or (ii) incurred by Tenant in curing the same. If withhold Basic Rent and any other payments due to Landlord under this Lease until such Event of Landlord Default, transaction 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 specified in subsection (i) above, is cured by Landlord; or (iii) terminate this Lease and/or sue for damages, including transaction costs and paralegalsattxxxeys' feesfees specified in subsection (i) 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 above. With respect to a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreementprovisions of Section 18 below, Tenant shall be entitled to any remedies provided therein, in addition to those remedies provided herein. The various rights and remedies reserved to Tenant herein are cumulative, and Tenant may pursue any and all rights and remedies, whether at the same time or otherwise. Notwithstanding the foregoing, a delay by Tenant in exercising its cure rights or other remedies hereunder shall not be deemed a Force Majeure Event for purposes of extending the date(s) established for performance by Landlord. c) Any offset made by Tenant against Basic Rent or any other charges otherwise due by Tenant hereunder shall be without liability to Tenant, shall not constitute a default on behalf of Tenant and shall not affect any other rights or remedies Tenant may have against Landlord for failure to comply with the provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsherein.

Landlord’s Default. Subject A. 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 or observance of perform any of its covenants obligations under this Master Lease may constitute a default of this Master Lease, in its entirety or obligations set forth as to the particular Leased Premises affected by Landlord’s failure to perform, if Tenant notifies Landlord, in this Agreementwriting, of Landlord’s failure to perform, and any such default shall continue for a period of ten (10) days after Notice thereof with respect Landlord fails to monetary defaults, and cure the failure to perform within at least 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 ’s notice or such longer period of time as may reasonably be necessary to cure the type of alleged breach under the circumstances. Notice therefor, Landlord shall pay to Tenant, required under this Section must include a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration description of the applicable cure period particular facts and circumstances alleged giving rise to the alleged breach and the date of payment thereof. Except commencement of the alleged breach. B. If Landlord defaults on this Master Lease, Tenant, in addition to any other rights or remedies to which it is entitled at law or in equity, may: (1) Treat this Master Lease as otherwise expressly provided herein still in full force and effect continuing to look to Landlord to perform its obligations under this Master Lease but seek damages or equitable relief, or both; or (2) Terminate this Master Lease, in its entirety or as to the contraryapplicable Leased Premises, with thirty (30) days written, notice stating the date on which Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under will vacate the Other Leases and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunderLeased Premises. If Landlord shall Tenant fails to timely vacate the Leased Premises, Tenant’s notice of termination ***Confidential treatment requested. will be deemed to be void; the Master Lease, in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of its entirety or as to the applicable cure periodLeased Premises, shall give Notice thereof to Tenantwill continue in full force and effect, setting forth, in reasonable detail, the basis therefor, no and Landlord Default shall will be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof; providedcured any alleged breach. C. Regardless of which remedy Tenant pursues, howeverLANDLORD’S LIABILITY FOR DEFAULT UNDER THIS MASTER LEASE, that in the event of any such adverse determinationAT LAW OR IN EQUITY, 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 WILL NOT EXCEED AN AMOUNT EQUAL TO ONE (including reasonable attorneys' fees and paralegals' fees1) 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) yearsYEARS RENT PAID BY TENANT FOR THE LOCATION IN WHICH LANDLORD WAS FOUND IN DEFAULT.

Landlord’s Default. Subject to 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 under this Agreement, and any such default shall continue Lease for a period of ten twenty (1020) days after Notice thereof receiving notice from Tenant specifying in reasonable detail the nature and extent of such default, or if the default so specified shall be of such a nature that the same cannot reasonably be cured or remedied within said twenty (20) day period and 11 Landlord shall fail to promptly commence and thereafter continuously and diligently prosecute the cure or remedy of such default to completion. then Landlord shall be in "Default" hereunder. If Landlord commits a Default, Tenant, in addition to any remedies available under the law, may, without being obligated and without waiving the Default, with respect additional five (5) business day notice to monetary defaultsLandlord, cure the Default on behalf of Landlord. Landlord shall pay Tenant, upon demand, all costs, expenses, and disbursements incurred by Tenant to cure the Default. If such payment is not rendered 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 defaultsof demand, 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 deduct all such costs and expenses have from the rent next coming due. If Tenant elects not been reimbursed to Tenant as of cure the fifth (5th) day after the Landlord receives Tenant's Notice thereforDefault by Landlord, Landlord shall pay remain responsible to Tenant, a late charge computed at cure the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period Default and liable 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 direct damages suffered by Landlord hereunder or under Tenant as a consequence of Landlord's failure to cure the Other Leases Default. It is understood 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 agreed that Tenant's exercise of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof right or remedy to Tenant, setting forth, in reasonable detail, the 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 default or a breach by Landlord shall not be deemed a waiver of or to alter, affect, or prejudice any right or remedy which Tenant may have under this Lease or by law or in equity. Neither the payment of rent nor any other act or omission of Tenant at any time or times after the happening of any Default shall operate as a waiver of any past or future violation, breach, or failure to keep or perform any covenant, agreement, term, or condition hereof, or to deprive Tenant of its obligations right to pursue or exercise at any time any option, right or remedy that Tenant may have under the Owner Agreement any term or the Pooling Agreement. The provisions provision of this Section 14.2 shall survive the terminationLease, expiration at law or cancellation of this Agreement for a period of five (5) yearsin equity.

Landlord’s Default. (a) Subject to Landlord's right to dispute its obligation in accordance with the provisions of Section 5.1.5(b)14.6(b) below, if Landlord shall in no event be in default in the performance or observance of any of its covenants Landlord’s obligations hereunder unless and until Landlord shall have failed to perform such obligations within thirty (30) days, or obligations such additional time as is commercially reasonably required to correct any such default, after written notice by Tenant to Landlord properly specifying wherein Landlord has failed to perform any such obligation. Except as otherwise expressly set forth in this AgreementLease, Tenant shall not assert any right to deduct the cost of repairs or any monetary claim against the Landlord from rent thereafter due and payable, but shall look solely to the Landlord for satisfaction of such claim. (b) If Landlord fails to provide any services, perform any repairs or maintenance, or perform any other obligation expressly required of Landlord under the terms of this Lease (excluding any services, repairs or obligations which Landlord is unable, despite the exercise of reasonable and diligent efforts, to perform due to Force Majeure and Tenant would be similarly affected thereby), which failure materially, adversely affects Tenant’s ability to occupy or operate its business in any portion of the Premises, and any such default shall continue for a period of Landlord fails to commence to take corrective action within ten (10) days after Notice thereof written notice from Tenant (or within three (3) Business Days in the event Tenant is unable to conduct business in any portion of the Premises as a result of such failure), or if Landlord timely commences such corrective action but thereafter fails to diligently complete such action, then Tenant, without limiting any other remedies of Tenant, may, after five (5) additional Business Days’ prior written notice given to Landlord, any Mortgagees of Landlord of which Tenant has written notice of, which notice indicates in bold, capitalized text that “IF LANDLORD FAILS TO COMMENCE PERFORMANCE WITHIN 5 BUSINESS DAYS’ AFTER RECEIPT, TENANT MAY PROCEED TO EXERCISE TENANT’S SELF HELP RIGHTS UNDER SECTION 14.9(b) OF THE LEASE,” and if Landlord fails to commence such curative action within such five (5) Business Day period and thereafter diligently pursue such curative action to completion, then Tenant may make such reasonable repairs or perform such services. Landlord shall reimburse Tenant for all out-of-pocket costs reasonably incurred in connection with respect such repairs or services completed by Tenant hereunder, together with interest thereon at a rate equal to monetary defaultsthe lesser of (i) a rate equal to 2% plus the prime rate published from time to time in The Wall Street Journal or its successor publication and (ii) the highest rate permitted to be charged by applicable Law, within fifteen (15) days after submission by Tenant to Landlord of a statement of such costs together with invoices and other reasonable supporting documentation . If Landlord fails to pay such sum to Tenant within thirty (30) days after Notice thereof receipt of invoices and documentation of such expenditures from Tenant, then Tenant may, after five (5) additional Business Days’ prior written notice (an “Offset Notice”) given to Landlord which notice indicates in bold, capitalized text that “THIS IS A TIME SENSITIVE OFFSET NOTICE AND LANDLORD SHALL BE DEEMED TO ACCEPT SUCH OFFSET IF IT FAILS TO RESPOND TO THIS SECOND REQUEST FOR DISBURSEMENT WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT,” and, if Landlord fails within five (5) Business Days after receipt of such Offset Notice, to either (i) send Tenant written notice which disputes in good faith that the specified payment (or portion thereof) is due from Landlord (a “Landlord’s Dispute Notice”) and setting forth with reasonable particularity Landlord’s reasons for its claim that Landlord was not in default of its obligations and/or such action did not have to be taken by Tenant pursuant to the terms of the Lease and/or that the charges are unnecessary or excessive (in which case Landlord shall pay the amount it contends would not have been unnecessary or excessive), or (ii) disburse the amount of the payment referenced in the Offset Notice, then Tenant shall have the right to have such unpaid amount, together with interest thereon at the Interest Rate, credited against the next installment(s) of Rent thereafter due under this Lease, up to a maximum monthly offset of twenty-five percent (25%) of the amount of each such payment of monthly Rent. Tenant’s self-help rights under this Section 14.9(b) may be exercised only with respect to non-monetary defaults, from Tenant to Landlord conditions actually existing within the Premises and, subject to Section 19.3, any applicable Facility Mortgagee, or such additional period provided and only 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 essential services (including reasonable attorneys' feesaccess) to other tenants in the Building are not interrupted or adversely affected, paralegals' fees the Building Systems serving the Premises (and court costs) incurred by Tenant in curing any event not adversely affecting the sameBuilding Structure). If any such costs and expenses have not been reimbursed to Tenant as of In the fifth (5th) day after the event Landlord receives Tenant's delivers a Landlord’s Dispute Notice therefor, Landlord shall pay to Tenant, a late charge computed at Tenant may, but shall not be obligated to, elect to submit Landlord’s Dispute Notice to arbitration in Boston, Massachusetts for expedited proceedings under the Overdue Rate on the amount of such reimbursement from the expiration Expedited Procedures of the applicable cure period Commercial Arbitration Rules of the AAA (or its successor). In any case where Tenant elects to utilize such expedited arbitration: (a) the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall parties will have no right to terminate this Agreement for object if the arbitrator so appointed was on the list submitted by the AAA and was not objected to in accordance with Expedited Procedure E-4 (except that any default by Landlord hereunder or under objection shall be made within four (4) Business Days from the Other Leases and no rightreceipt of notice of appointment), for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord (b) the Notice of Hearing shall be given four (4) Business Days in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration advance of the applicable cure periodhearing, shall give Notice thereof to Tenant, setting forth, in reasonable detail, (c) the basis therefor, no Landlord Default first hearing 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 held within five (5) yearsBusiness Days after the appointment of the arbitrator, and (d) the losing party in such arbitration shall pay the costs of such arbitration costs charged by the AAA and/or the arbitrator. Judgment upon any award rendered in any arbitration held pursuant to this Section 14.9(b) may be entered in any court having jurisdiction, and in connection therewith, the arbitrator shall be bound by the provisions of this Lease, and shall not add to, subtract from or otherwise modify such provisions.

Landlord’s Default. Subject (a) If Tenant shall give written notice to Landlord requesting that Landlord undertake any repair or replacement of the Leased Premises or Property or to undertake any other obligation which Landlord is expressly required to perform under the terms of this Lease, and Landlord shall not, within twenty (20) business days thereafter either (i) commence and diligently prosecute such repair, replacement or other obligation, or (ii) refute on some reasonable basis Tenant's contention that Landlord is required to undertake the same, then in such event, Tenant may give a second notice to Landlord requesting that Landlord undertake the same. If, within fifteen (15) days after such second notice, Landlord shall not either (i) commence and diligently prosecute such repair, replacement or other obligation or (ii) refute on some reasonable basis Tenant's contention that Landlord is required to undertake the same, then Tenant, on three (3) business days prior notice to Landlord of Tenant's intent to do so, may undertake such repair, replacement or other obligation on Landlord's ' behalf (unless Landlord shall have already commenced and be diligently prosecuting the same) and Landlord shall reimburse Tenant for the reasonable costs incurred by Tenant in connection herewith within fifteen (15) business days after demand by Tenant therefor (such demand to be accompanied by documentation of such expenditures in reasonable detail). (b) If Landlord shall not make payment to Tenant as required pursuant to this Subsection 14.10, then Tenant may file a legal proceeding against Landlord to recover the same, but under no circumstance will Tenant have the right to dispute offset against Base or Additional Rent any amount owed by Landlord to Tenant pursuant to this Section 14.10. If Tenant prevails against Landlord in connection with such legal proceeding, then Landlord shall also be obligated to reimburse Tenant fully for any and all reasonable attorney's fees or other costs incurred by Tenant in connection with such legal proceeding and Landlord agrees that its obligation to reimburse Tenant shall be made a part of any order entered by a court as part in such legal proceeding. (c) Tenant shall not seek to enforce any remedy it may have for any default on the part of Landlord without first giving written notice to any mortgagee of the Property 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) years17.23 below.

Landlord’s Default. Subject to Landlord's right failure 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 obligations under this Lease or obligations set to correct a breach of any warranty or representation made in this Lease (provided that such breach of representation or warranty is reasonably susceptible of cure) within thirty (30) days after receipt of written notice from Tenant setting forth in this Agreementreasonable detail the nature and extent of the failure referencing pertinent Lease provisions or if more than thirty (30) days is required to cure the breach, Landlord's failure to begin curing within the thirty (30) day period and diligently prosecute the cure to completion, shall constitute a default. If Tenant has provided simultaneous written notice thereof to Superior Mortgagees (if any and if Tenant has notice thereof) and Landlord (and/or Superior Mortgagees if any) has failed to commence to cure such default within thirty (30) days (or such shorter time as is commercially reasonable in the case of an emergency threatening imminent harm to persons or property), Tenant may at its option (but shall not be obligated), without waiving any claim for breach of agreement, thereafter cure the default for the account of the Landlord, which cure shall be preceded by an additional written notice given at least three (3) days prior to such cure to Landlord and Superior Mortgagees that Tenant plans to undertake the cure, and the reasonable cost of such cure shall be deemed paid or incurred for the account of Landlord, and Landlord shall reimburse Tenant for Tenant's out-of-pocket expenditures paid to third parties to effectuate such cure, such reimbursement to be within thirty (30) days after completion of the cure and invoice to Landlord showing the costs of cure. If Tenant elects to exercise such cure rights, such election shall be in lieu of any right to terminate this Lease for purposes of such cured default only; Tenant shall continue not have the right to terminate this Lease for a any Landlord default which Tenant has elected to cure as provided in this Section 21. If Landlord disputes either the necessity of the cure or the cost thereof, the matter shall be settled by arbitration in Seattle, Washington, pursuant to Section 33(n) below. The arbitration shall be held within sixty (60) days of Landlord notifying Tenant it disputes Tenant's cure. If Landlord fails to reimburse Tenant within the 30 day period of above (or, if disputed then within ten (10) days after Notice thereof with respect to monetary defaultsfinal determination in the arbitration), 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, then thereafter Tenant may declare offset such reimbursement against the occurrence monthly Rent (but not additional rent) up to a maximum of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter25% offset in any month, until Tenant may (but shall have no obligation to) cure has recovered 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) yearsentire expenditure.

Landlord’s Default. Subject Each of the following events shall be deemed to be events of default by Landlord under this Lease (each, a “Landlord Event of Default”, and collectively, “Landlord Events of Default”): A. Landlord fails to pay when or before due any sum of money required to be paid by Landlord under this Lease and such failure continues for thirty (30) days after written notice thereof from Tenant; and B. Landlord shall fail to perform or comply with any other term, covenant or condition of this Lease on the part of Landlord to be kept and performed and such failure continues for thirty (30) days after written notice thereof from Tenant to Landlord's right ; provided, however, that if the failure complained of in such notice is of such a nature that the same can be rectified or cured, but cannot with reasonable diligence be done within said thirty (30) day period, then such failure shall be deemed to dispute its obligation in accordance with Section 5.1.5(b), be rectified or cured if Landlord shall, within said thirty (30) day period, commence to rectify and cure the same and shall default in the performance thereafter complete such rectification and cure with all due diligence; and C. Landlord makes a representation or observance of any of its covenants or obligations set forth warranty in this AgreementLease, and or in any certificate, demand, or request made under this Lease, that proves to be incorrect, at any time during the Term, in any material respect and, to the extent the same is susceptible to being cured, such default shall continue representation or warranty remains incorrect for a period of ten (10) days after Notice written notice thereof with respect to monetary defaults, and thirty (30) days after Notice thereof with respect to non-monetary defaults, from by Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, Landlord; provided that if such incorrect representation or warranty complained of in 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 notice is of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure a nature that the same andcan be rectified or cured, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses but cannot with reasonable diligence be done within such ten (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 (5th10) 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 then such incorrect representation or warranty shall be deemed to have occurred be rectified or cured if Landlord shall, within such ten (10) day period, commence to rectify and Landlord cure the same and shall have no obligation thereafter complete such rectification and cure with respect thereto until final adverse determination thereofall due diligence; 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 defaults in the observance or performance of any term or condition required to be performed by Landlord hereunder, Tenant, may elect either to (i) act to cure and remedy such default hereunder by Landlord or (ii) commence an action in a court of competent jurisdiction to compel performance by Landlord hereunder; provided, however, that Tenant may not exercise either of such remedies without first providing written notice of the alleged default to Landlord's right , setting forth with reasonable specificity and detail the nature of such default, and thereafter permitting Landlord a thirty (30) day period to dispute its obligation in accordance with Section 5.1.5(b), cure such default (which cure period may be extended if Landlord is diligently pursuing performance of the applicable cure, but such cure is not completed within the 30 day period). Upon expiration of Landlord’s cure period, Tenant shall default deliver written notice to Landlord advising of Tenant’s election of (i) or (ii) above. In the event that Tenant elects alternative (i) in the performance or observance preceding sentence, Landlord shall reimburse Tenant for all reasonable third-party costs and expenses actually expended by Tenant to perform any obligation of any of its covenants or obligations set forth in this Agreement, Landlord actually and any such default shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and properly owing hereunder within thirty (30) days after Notice thereof Tenant presents Landlord with respect its documented reasonable out of pocket costs and expenses in connection with its cure. In connection with the exercise of the foregoing remedies or otherwise, Tenant shall not be entitled to non-monetary defaultsany abatement, from deduction or set off against the Rent payable hereunder, except as otherwise expressly set forth herein. Should Landlord fail to reimburse Tenant to within thirty (30) days after Tenant presents Landlord andwith its documented reasonable out of pocket costs and expenses in connection with its cure, subject to Section 19.3, any applicable Facility Mortgagee, or Tenant shall have such additional period rights as may be reasonably required available at law or equity to correct such non-monetary defaults, pursue a claim against Landlord. Should Tenant may declare the occurrence of receive 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 judgment against 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 cure, and expenses have should Landlord not been reimbursed to Tenant as of the fifth satisfy such judgment within thirty (5th30) day days after the Landlord receives Tenant's Notice thereforrendering of such judgment, Landlord the Tenant shall pay have the right to Tenant, a late charge computed at deduct such unpaid judgment from Base Rent next due and payable in an amount equal to 25% of Base Rent next due and payable every month until Tenant has been credited for the Overdue Rate on the full amount of such reimbursement from the expiration of the applicable cure period judgment. Moreover, if and to the date of payment thereof. Except as otherwise expressly provided herein to the contraryextent that Tenant timely and properly exercises remedy (i), Tenant hereby covenants and agrees that it shall have no right to terminate this Agreement for any default by Landlord hereunder not interfere with the business operation 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 tenancy 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 other tenant at the Disbursement RateProperty. Furthermore, from the date demand for such funds was made any work performed by Tenant until pursuant to its election of remedy (i) shall comply with the date requirements 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) years11.

Landlord’s Default. Subject to Except as provided below in this Section 20, ------------------ Tenant's exclusive remedy for Landlord's right failure to dispute perform its obligation obligations under this Lease shall be limited to damages, injunctive relief, or specific performance; in accordance each case, Landlord's liability or obligations with respect to any such remedy shall be limited as provided in the last paragraph of this Section 5.1.5(b), 20. 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 Agreementhereunder within 30 days after written notice from Tenant specifying such failure; however, if such failure cannot reasonably be cured within such 30-day period, but Landlord commences to cure such failure within such 30-day period, thereafter diligently pursues the curing thereof to completion, and any such failure is cured within 180 days after Tenant first delivered to Landlord written notice thereof, then Landlord shall not be in default hereunder or liable for damages therefor. Unless Landlord fails to so cure such default after such notice, Tenant shall continue for a period not have any remedy or cause of ten (10) days after Notice thereof with respect action by reason thereof. If Landlord fails to monetary defaultsperform its obligations within the time periods specified in the previous sentences of this Section 20, and thirty (30) days after Notice thereof with respect to non-monetary defaultssuch failure adversely affects Tenant's use of the Premises, 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, then Tenant may declare the occurrence of a "perform such obligations and Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereaftershall reimburse Tenant all actual third-party, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for out-of-pocket costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any connection with performing such costs and expenses have not been reimbursed to Tenant as of the fifth obligations (5th) day after the other than those which would constitute an Operating Expense had Landlord receives Tenant's Notice thereforperformed such work, in which case, Landlord shall not be obligated to reimburse Tenant therefor) within 30 days after Tenant delivers to Landlord written demand therefor, accompanied by invoices substantiating Tenant's claim. If Landlord fails to pay such amount within such 30-day period, Tenant may offset against its obligation to Tenantpay Base Rent such costs, a late charge computed at the Overdue Rate on unless Landlord is in good faith disputing such claim, in which case, Tenant may offset 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 hereunderclaim which is not in dispute. If Landlord is disputing Tenant's claim for any amounts due under this Section 20, Tenant may initiate the arbitration proceedings provided herein by delivering to Landlord written notice thereof (an "Arbitration Notice"). If Tenant delivers an ------------------ Arbitration Notice, Landlord and Tenant shall, within five days after the delivery of such notice, jointly appoint an arbitrator with at least five-years' real estate experience who has not performed substantial work for either party during the previous five-year period. If the parties cannot agree upon such arbitrator within such five-day period, then either Landlord or Tenant may request that the Dallas office of the American Arbitration Association (the "AAA") appoint an arbitrator meeting the qualifications specified in the --- previous sentence. The arbitrator selected by the AAA shall be binding on Landlord and Tenant. The arbitrator shall thereafter resolve the dispute within 15 days after his appointment, based on evidence submitted to him by Landlord and Tenant and such other evidence as he may request. However, the arbitrator shall conduct such proceedings as expeditiously and inexpensively as possible and, in good faith dispute connection therewith, may establish such rules for the occurrence proceedings as he deems necessary, which will be binding on all parties to the arbitration proceeding. Accordingly, the arbitrator may (1) dispense with any formal rules of evidence and allow hearsay testimony so as to limit the number of witnesses required, (2) limit the time for presentation of any Landlord Default party's case as well as the amount of information or number of witnesses to be presented in connection with any hearing, and Landlord, before (3) impose any other rules which the expiration arbitrator believes are appropriate to resolve the dispute as quickly and inexpensively as possible. The arbitrator's decision shall be binding on the parties. The non-prevailing party shall pay all costs of the applicable cure periodarbitration, shall give Notice thereof to Tenant, setting forth, in reasonable detail, including all costs incurred by the 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 prevailing party (including reasonable attorneys' fees and paralegals' feesexpenses). Tenant's right to perform the work under this Section 20 is subject to the following conditions: (A) arising from all such work shall be performed in a Landlord Default under good and workmanlike manner, in accordance with Law, and in a manner so as not to affect any existing warranties with respect to the terms and conditions of this Agreement which Building's Structure; (B) all such work shall cause an Event of Default under Section 16.01 be performed in a manner so as not to alter any portion of the Operating Agreement or a breach Building's Structure (except for necessary alterations required to comply with Law), unless Landlord otherwise consents thereto (if such work would alter any portion of the Building's Structure, all such work shall be performed in accordance with plans and specifications approved by Landlord [which approval shall not be unreasonably withheld], whose approval shall be deemed given if Landlord fails to disapprove any submitted plans and specifications within ten business days after their submission to Landlord); (C) all such work shall be performed by contractors which maintain commercial liability insurance on an occurrence basis in an amount not less than $1,000,000 per occurrence naming Landlord as an additional insured; and (D) Tenant delivers to Landlord "as-built" plans of the work performed by Tenant. If Landlord defaults in its obligations under Section 4.(b) (after the Owner Agreement or expiration of any applicable cure periods) and Tenant performs and pays for such obligations, there shall be excluded from the Pooling Agreementcalculation of Operating Expense the management fees payable during the period such default existed. Any recourse against Landlord under this Lease shall be limited to Landlord's interest in the Premises and rents derived therefrom, and neither Landlord nor Landlord's owners shall have any personal liability therefor. Nothing in this Lease shall preclude Tenant from seeking injunctive relief. The provisions obligations of Landlord under this Section 14.2 shall survive Lease will be binding upon Landlord only for obligations accruing during the termination, expiration or cancellation of this Agreement for a period of five (5) yearsits ownership of the Premises and not thereafter.

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 5.4.1 Landlord shall not be in default under this Lease unless Landlord fails to perform obligations required of Landlord within twenty (20) Business Days after written notice is delivered by Tenant to Landlord and to the holder of any mortgages or deeds of trust (collectively, "Lender") covering the ------ Premises whose name and address shall have theretofore been furnished to Tenant in writing, specifying the obligation which Landlord has failed to perform; provided, however, that if the nature of Landlord's obligation is such that more than twenty (20) Business Days are required for performance, then Landlord shall not be in default if Landlord or Lender commences performance within such twenty (20) Business Day period and thereafter diligently prosecutes the same to completion. The foregoing notwithstanding, if a default by Landlord creates a situation involving an imminent threat of bodily injury or property damage or materially interferes with Tenant's use of the Premises in the ordinary course of Tenant's business, then Landlord or Landlord's Lender shall cure such default as promptly as is commercially practicable, which shall in no event exceed forty (40) Business Days. All obligations of Landlord hereunder shall be construed as covenants, not conditions. 5.4.2 In the event of any default, breach or violation of Tenant's rights under this Lease by Landlord, Tenant shall have the right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall default in the pursue either an action for specific performance or observance of any of its covenants or obligations set forth in this Agreementan action for actual damages. If Landlord and Landlord's lender fail to cure a default by Landlord within the applicable time period provided, and any Tenant shall thereafter have the right to take such commercially reasonable actions as Tenant may elect to cure such default shall continue for a period after delivery of an additional ten (10) days after Notice thereof with respect Business Days' notice to monetary defaultsLandlord specifying that Tenant intends to take such actions. If Landlord or Landlord's lender fails to cure such default within such ten (10) Business Day period, then Tenant shall be entitled to prompt reimbursement by Landlord of Tenant's reasonable costs and expenses in taking such action, plus interest thereon at the rate of prime plus two percent (2%). In the event Tenant takes such action, Tenant shall use only those contractors used by Landlord in the Building for work unless such contractors are unwilling or unable to perform, or timely perform, such work, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in comparable buildings. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 5.3.2, Tenant shall deliver to Landlord a detailed invoice of the work completed, the materials used and the costs relating thereto. Within thirty (30) days after Notice thereof with respect to non-monetary defaults, receipt of such invoice from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or such additional period as may be reasonably along with the 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 therefordocumentation, Landlord shall pay such amount expended by Tenant as set forth in such invoice, or deliver a detailed written objection to Tenant, a late charge computed at Tenant of the Overdue Rate on payment of such invoice. Landlord's written objection to the payment of such invoice shall set 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 of it contends would not have been excessive). As Tenant's sole remedy, Tenant may claim a default by Landlord, provided that in no event shall Tenant be permitted to terminate this Lease based upon such reimbursement from the expiration a default by Landlord. Notwithstanding any of the applicable cure period to the date provisions of payment thereof. Except as otherwise expressly provided herein to the contrarythis Lease, Tenant shall have no right to deduct or offset against sums payable by Tenant under this Lease. Tenant hereby waives the benefit of any laws granting it the right to perform Landlord's obligation, a lien upon the property of Landlord and/or upon Rent due Landlord, or the right to terminate 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 withhold Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence on account of any Landlord Default and Landlord, before 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) yearsdefault.

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 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 hereunder unless Landlord fails to 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, receipt of notice from Tenant specifying such failure (unless such performance will, due to the nature of the obligation, require a period of time in excess of 30 days, then after such period of time as is reasonably necessary); failing which, Tenant shall have the right to seek judgment from a court of competent jurisdiction for actual damages and/or an injunction. In addition, In the event that neither Landlord and, subject to Section 19.3, any applicable Facility Mortgageenor Mortgagee cures said breach within thirty (30) days after receipt of said notice, or such additional period as may be reasonably required if having commenced said cure they do not diligently pursue it to correct such non-monetary defaultscompletion, then Tenant may declare the occurrence elect to cure said breach at Tenant’s expense. Landlord shall be obligated to reimburse Tenant, for all documented out-of-pocket costs 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) said 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 with thirty (30) days following Tenant’s demand with the samecopies of all paid invoices. If any such In the event Landlord does not reimburse Tenant within said thirty (30) days, Tenant shall have the right to offset all documented out-of- pocket costs and expenses have not been reimbursed to of said cure incurred by Tenant as against Rent, beginning with the first installment of the fifth (5th) day Rent 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 such 30-day period and continuing until Tenant has been reimbursed in full. In the applicable cure period event of a default by Landlord under the Lease, Tenant shall use reasonable efforts to the date of payment thereofmitigate its damages and losses arising from any such default. Except as otherwise expressly provided herein Notwithstanding anything in this Lease to the contrary, Tenant none of the Landlord Parties shall have no right to terminate this Agreement for be liable under any default by Landlord hereunder or under the Other Leases and no rightcircumstances, in each case, however occurring, for injury or damage to, or interference with, Tenant’s business, including but not limited to, any such defaultfines or penalties, to offset loss of good will, loss of business, business opportunity or counterclaim against any Rent profits or other charges due hereunder. If Landlord shall in good faith dispute the occurrence direct, special, incidental, indirect or consequential damages or for punitive or special damages of any Landlord Default and Landlordkind, before the expiration of the applicable cure periodwhether in contract, shall give 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 tort 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.

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.