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

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

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

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

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

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

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

Landlord’s Default. Subject If Landlord defaults under this Lease, Tenant will give Landlord written notice specifying such default with particularity, and Landlord shall thereupon have thirty (30) days in which to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b)cure any such default; provided, however, if Landlord commences such cure within such 30-day period and diligently pursues such cure, Landlord may have such additional time as may be reasonably necessary to effect such cure. Unless and until Landlord fails to so cure any default after such notice, Tenant shall default not have any remedy or cause of action by reason thereof; provided, however, in the performance event of a bona fide emergency to person or observance of any of its covenants or obligations set forth in this Agreementproperty, and any Tenant may cure such default shall continue and receive reimbursement for a period of ten (10) days after Notice thereof with respect to monetary defaults, and Tenant’s reasonable third-party costs in affecting such cure within thirty (30) days after Notice thereof invoice. All obligations of Landlord hereunder will be construed as covenants, not conditions. In no event shall Landlord be liable for consequential, punitive, exemplary or other damages (other than actual damages only) in connection with respect this Lease. Tenant shall use commercially reasonable efforts to non-monetary defaultsmitigate damages. Landlord’s liability for failure to perform any of its obligations hereunder is hereby expressly limited to Landlord’s interest in and to the Premises. Should Landlord fail to pay any sum required to be paid by Landlord hereunder, from Tenant or fail to perform any obligation required to be performed by Landlord and, subject to Section 19.3hereunder, any applicable Facility Mortgageejudicial proceedings brought by Tenant against Landlord shall be limited to proceeding against Landlord’s rights and interest in and to the Premises, and no attachment, execution, or such additional period as may other writ or process shall be reasonably required to correct such non-monetary defaultssought, Tenant may declare the occurrence issued, or levied upon any assets, properties, or funds of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord Landlord, other than against Landlord’s interest in and to such Facility Mortgageethe Premises. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions hereby waives its statutory lien under Section 91.004 of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant Texas Property Code. Notwithstanding anything contained in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein this Lease to the contrary, Tenant shall have no right to terminate the obligations of Landlord under this Agreement for Lease (including any actual or alleged breach or default by Landlord) do not constitute personal obligations of Landlord hereunder or under the Other Leases and no rightindividual partners, directors, officers, members or shareholders of Landlord or against Landlord’s partners or any other persons or entities having any interest in Landlord, or any of their personal assets for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence satisfaction of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation liability with respect thereto until final adverse determination thereof; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) 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 (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 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. If Landlord fails to perform any of its obligations under this Lease, then (without limiting any of Tenant’s other cure rights under this Lease) Tenant may, at its sole option, cure such default at Landlord’s expense if such default continues after thirty (30) days from the date Tenant gives notice to Landlord of Tenant’s intention to perform such cure. However, in the case of a default which for causes beyond Landlord’s control (excluding any financial inability to perform) cannot with due diligence be cured within such thirty (30) day period, such thirty (30)-day period shall be extended if Landlord, promptly upon receipt of Xxxxxx’s notice, advises Tenant of Landlord’s intention to take all steps required to cure such default, and Landlord promptly commences such cure and diligently prosecutes the same to completion. Subject to Landlord's right the other provisions of this Lease relating to dispute its obligation in accordance with Section 5.1.5(b)abatement of Rent, if Landlord fails to cure any default within the cure period provided above, then, whether or not Tenant elects to cure Landlord’s default as provided herein, the Base Rent and any other charges hereunder shall be abated based on the extent to which such default in interferes with Tenant’s ability to carry on its business at the performance or observance of any of its covenants or obligations set forth in this AgreementPremises. Notwithstanding the foregoing, and if any such default shall continue by Landlord continues for a period of ten sixty (1060) days after Notice thereof with respect and impairs Tenant’s ability to monetary defaultscarry on its business in the Premises, and then Tenant shall have the right to terminate this Lease upon written notice to Landlord within thirty (30) days after Notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaults, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date such sixty (60)-day period. Tenant’s rights hereunder and under Section 5.3 (Interference with Access), and Section 9.4 (Disruption in Essential Utilities or Services), shall not limit in any way any of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord its other rights and remedies hereunder or under the Other Leases and no right, for any such default, to offset at law or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof; provided, however, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsequity.

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

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

Landlord’s Default. Subject 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 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 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 Landlord shall not be in default in the performance or observance under this Lease unless Landlord fails to perform obligations required of any of its covenants or obligations set forth in this Agreement, and any such default shall continue for a period of ten Landlord within [***] (10[***]) days after Notice thereof with respect to monetary defaults, and 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 encumbering the Building whose name and address shall have theretofore been furnished to Tenant in writing, specifying wherein Landlord has failed to perform such Facility Mortgageeobligation; provided, however, that if the nature of Landlord’s obligation is such that more than [***] ([***]) days are required for its cure, then Landlord shall not be in default if Landlord commences performance within such [***] ([***]) day period and thereafter diligently pursues the same to completion. ThereafterIn the event Landlord shall be in default under this Lease, Tenant may exercise any rights and remedies as provided for at law or in equity. If Landlord fails to commence to cure any default by Landlord within the period provided in the paragraph above and if, as a result, Tenant is incapable despite commercially reasonable efforts to continue operations within the Premises, Tenant may give Landlord an additional written notice confirming that the default has not been cured and that Tenant intends to cure such default, and, if Landlord fails to cure such default within [***] (but shall have no obligation to[***]) days after such notice, Tenant may take such steps within the confines of its Premises as are reasonably appropriate to cure the same and, subject to default and deduct 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 cost of such reimbursement cure from the expiration of the applicable cure period to the date of payment thereofrent next coming due. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for perform any default by obligation of Landlord hereunder in lieu of Landlord to the extent the same involves or under may impact any base building system or any area of the Other Leases Building outside of the Premises, including, without limitation, common areas or the premises of any other tenant or occupant of the Building. Landlord’s liability to keep, maintain, and no right, for any repair shall be limited to the cost of making such default, to offset repair or counterclaim against any Rent accomplishing such maintenance or other charges due hereunder. If repair and Landlord shall in good faith dispute the occurrence of no case be liable for consequential or any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof; 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 Agreementindirect damages. The provisions of this paragraph are subject to the provisions of Section 14.2 shall survive the termination19 Casualty, expiration or cancellation of this Agreement for a period of five (5Section 25 Eminent Domain, and Section 31(G) yearsForce Majeure.

Landlord’s Default. Subject to Landlord's right the terms of Section 11.2 which provide certain remedies to dispute Tenant in the event Landlord defaults with respect to its obligation in accordance with Section 5.1.5(b)repair obligations under this Lease, if Landlord shall not be in default in the performance or observance of any of its covenants or obligations set forth in obligation required to be performed by Landlord under this Agreement, and any Lease unless Landlord has failed to perform such default shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and obligation within thirty (30) days after Notice thereof with respect to non-monetary defaults, the receipt of written notice from Tenant specifying in detail Landlord's failure to perform; provided however, that if the nature of Landlord's obligation is such that more than thirty (30) days are required for its performance, then Landlord and, subject shall not be deemed in default if it commences such performance within such thirty (30) day period and thereafter diligently pursues the same to Section 19.3, completion. Upon any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaultsuncured default by Landlord, Tenant may declare the occurrence exercise any of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafterits rights provided at law or in equity; provided, however: (a) Tenant may (but shall have no obligation to) cure right to offset or xxxxx rent in the same andevent of any default by Landlord under this Lease, subject except to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by extent offset rights are specifically provided to Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth this Lease; (5thb) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement Lease; (c) Tenant's rights and remedies hereunder shall be limited to the extent (i) Tenant has expressly waived in this Lease any of such rights or remedies and/or (ii) this Lease otherwise expressly limits Tenant's rights or remedies, including the limitation on Landlord's liability contained in Section 31 hereof; and (d) in no event shall Landlord be liable for consequential damages. Nothing in this Section 24 shall extend 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, periods for Landlord's performance contained in reasonable detail, the basis 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) years18.6.

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 (a) Tenant shall give written notice of any failure by Landlord to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall default in the performance or observance of perform any of its covenants obligations under this Lease. Landlord shall not be in default under this Lease unless Landlord fails to cure such non-performance within thirty (30) days after receipt of Tenant’s notice. If (i) more than thirty (30) days are required to cure such non-performance, Landlord shall not be in default if such cure is commenced within such thirty (30) day period and thereafter diligently pursued to completion; or obligations set forth (ii) if there is a condition which poses a danger to human health or safety or materially impairs Tenant’s ability to operate its business within the Premises (each, an “Emergency”), Tenant may, in this Agreementits notice to Landlord, and any reduce such thirty (30) day period to a shorter period which is reasonable under the circumstances to cure such Emergency condition. If Landlord fails to cure such default within the applicable time period, then Tenant may elect, in addition to any and all other rights and remedies available to Tenant hereunder or at law or in equity, to cure such default on behalf of Landlord, but Tenant shall continue be under no obligation, express or implied, to do so; provided, however, in the event of an Emergency, Tenant may take immediate action, upon such notice to Landlord, if any, as is reasonably practicable under the circumstances (including telephonic notice) to cure Landlord’s failure prior to the expiration of the aforesaid thirty (30) day period. Upon Tenant’s exercise of such aforesaid self-help rights, following the presentation to Landlord of reasonable evidence that Tenant has expended sums to cure such default, Landlord shall reimburse Tenant for a period of such sums within ten (10) days after Notice thereof with respect Landlord’s receipt thereof. Such reimbursement obligation shall survive the Expiration Date or sooner termination of this Lease. Under no circumstances shall the foregoing provisions of this Section 28 entitle Tenant to monetary defaultswithhold or reduce any installments of Annual Rent payable by Tenant hereunder. (b) In the event of any act or omission by the Landlord which would give the Tenant the right to terminate this Lease or to claim a partial or total eviction, Tenant will not exercise any such right until (i) it has given written notice of such act or omission to Landlord’s Mortgagee whose name and address shall have previously been furnished to Tenant, by delivering such notice to the address so furnished, and (ii) Landlord’s act or omission is not remedied 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 Mortgageereceipt by Landlord’s Mortgagee of Tenant’s notice, or such additional period as may be if more than thirty (30) days are reasonably required to correct cure same, such non-monetary defaults, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of cure is commenced within such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may thirty (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 (5th30) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay period and thereafter diligently pursued 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) yearscompletion.

Landlord’s Default. Subject Landlord will not be in default under this Lease unless Landlord breaches or 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 Landlord’s obligations under this Lease and the breach or obligations set forth in this Agreement, and any such default shall continue failure continues for a period of ten (10) 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 monetary defaultscure the breach or failure within such 30-day period, Landlord’s breach or failure is not a default as long as Landlord commences to cure its breach or failure within the 30-day period and thirty (thereafter diligently pursues the cure to completion. If Landlord defaults in any of its maintenance or repair obligations under this Lease and has not cured such default within the aforesaid 30) days after Notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgageeday period, or if Landlord has not commenced the cure of such additional default within such 30-day period and thereafter diligently pursued such cure, then Tenant may take such steps to cure such default as may be reasonably required to correct such non-monetary defaults, required. Landlord will 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 of such cure within 30 days after Tenant has provided Landlord with a written statement thereof, together with reasonable supporting documentation. In the event that (including reasonable attorneys' fees, paralegals' fees and court costsa) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed Landlord fails to reimburse Tenant as provided under this Section 14.5, (b) Tenant obtains a judgment from a court of the fifth competent jurisdiction for monetary damages against Landlord, and (5thc) day Landlord has failed to pay or satisfy such judgment within 30 days after the Landlord receives Tenant's Notice thereforentry thereof, Landlord shall pay then Tenant will have the right to Tenant, a late charge computed at the Overdue Rate on deduct the amount of such reimbursement the judgment from Basic Rent payments thereafter accruing under this Lease. In addition to the foregoing, in the event of a Landlord default (after the expiration of the applicable aforesaid notice and cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contraryperiod), Tenant shall will have no right all remedies available to terminate this Agreement for any default by Landlord hereunder or it 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) yearsLaws.

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

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

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

Landlord’s Default. Subject to 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 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 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 If (a) Landlord fails to Landlord's right make any payment of money required to dispute its obligation in accordance with Section 5.1.5(b), if be paid by Landlord shall default in to Tenant or any third party under this Lease on the performance or observance of any of its covenants or obligations set forth in this Agreementdate upon which the same is due to be paid, 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 Landlord shall have been given a written notice specifying such default; or (b) Landlord fails to keep, perform or observe any of the covenants, agreements, terms or provisions contained in this Lease that are to be kept, performed or observed by Landlord (other than payment of money) and Landlord shall fail to remedy the same within thirty (30) days after Landlord shall have been given a written notice specifying the same; provided, however, that if a non-monetary defaultsdefault can be cured but by its nature cannot be cured within such thirty (30) day time period, from Tenant and if Landlord has commenced curing such default within such time period and thereafter diligently pursues such cure to completion, such thirty (30) day cure period shall be extended for the period of time necessary for Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or cure such additional period as may be reasonably required to correct default; then in such non-monetary defaults, event Tenant may declare enforce the occurrence performance of a "Landlord Default" under this Agreement Lease and collect damages 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 any method provided 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 law or equity except as otherwise expressly provided herein herein; provided, however, that Tenant shall not take any action to enforce the contraryperformance of this Lease and collect damages until thirty (30) days thereafter has passed with such default remaining uncured (plus such additional time period as provided in clause (b) above with respect to cure by Landlord). Notwithstanding the foregoing provisions of this Section 14.03, Tenant shall have no right to terminate this Agreement for Lease, except as otherwise provided herein. Unless specifically stated to the contrary, no clause or provision contained in this Lease is meant to be, or shall be construed or interpreted to be a waiver of any default by immunity rights Landlord hereunder or may possess 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 laws of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis 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 State 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 Texas 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 virtue 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 existence as a period of five (5) years.governmental entity.‌

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 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 to Landlord specifying the occurrence nature of Landlord's alleged default (a "Landlord Landlord's Default" "). Notwithstanding the immediately preceding sentence, if Landlord's failure to perform its obligations under this Agreement by giving Notice Lease has materially, substantially and adversely interfered with Tenant's ability to conduct its business upon the Premises, a Landlord's Default shall not occur until such time as Landlord has received written notice of such declaration default and has failed to Landlord and commence to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same andwithin five (5) business days after Landlord's receipt of such written notice or Landlord has commenced to cure such default but has failed to diligently pursue such cure to completion and thereafter failed to re-commence to cure such default and diligently pursue the same to completion after written notice of its failure to initially diligently pursue such cure to completion. Landlord shall not be liable in any event for incidental, 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 consequential and/or punitive damages to Tenant as by reason of the fifth (5th) day after the Landlord receives Tenantany Landlord's Notice thereforDefault, 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 for Lease as a result of any default by Landlord hereunder or under the Other Leases and Landlord's Default. Additionally, Tenant shall have no right, for right to any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence hereunder as a result of any Landlord Landlord's Default. (b) Tenant may, but shall not be obligated to, cure any Landlord's Default and Landlord, before the expiration that would be detrimental to Tenant's occupancy of the applicable cure periodPremises if not cured, shall give Notice thereof to Tenantand whenever Tenant so elects, setting forth, all costs and expenses incurred by Tenant in reasonable detail, the basis therefor, no Landlord curing a Landlord's Default shall be deemed paid by Landlord to have occurred and Landlord shall have no obligation Tenant within fifteen (15) days after Landlord's receipt of Tenant's written demand therefor, together with respect thereto until final adverse determination thereoflawful interest thereon from the date of payment by Tenant to the date of payment by Landlord; provided, however, that in the event of any such adverse determinationTenant shall protect, 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 defend indemnify and hold Tenant Landlord and all Landlord Indemnitees exempt and harmless against all claimsany damage to the Building, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising or any premises therein, resulting from Tenant's effecting a Landlord Default under the terms and conditions cure 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) yearsany Landlord's Default.

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

Landlord’s Default. Subject Any one or more of the following events shall constitute a default of Landlord under the terms of this Lease (collectively with the “Events of Default” noted in Section 17.1, above, “Events of Default” and individually, each is an “Event of Default”): (a) The default by the Landlord to Landlord's right meet its obligations to dispute its obligation cause the Improvements to be constructed on or prior to the TI Completion Deadline, subject to and in accordance with the provisions of this Lease, in which event Tenant’s remedies shall be governed exclusively by Section 5.1.5(b)2.4.4, if Section 3.1.2 or Section 10.2, as applicable. (i) The filing of a petition proposing the adjudication of the Landlord shall as a bankrupt or insolvent or the reorganization of the Landlord or an arrangement by the Landlord with its creditors, whether pursuant to the Bankruptcy Code or any similar federal or state proceeding, unless such petition is filed by a party other than the Landlord and is withdrawn or dismissed within sixty (60) days after the date of its filing; or (ii) the appointment of a receiver or trustee for the business or property of the Landlord, unless such appointment is vacated within sixty (60) days of its entry; or (iii) the making by the Landlord of an assignment for the benefit of its creditors. (c) A default by the Landlord in the performance or observance of any covenant or agreement of its covenants this Lease to be performed or obligations observed by the Landlord (other than as set forth in this Agreementclauses (a) through (b) above), and any such which default shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and is not cured within thirty (30) days after Notice the giving of written notice thereof with respect to non-monetary defaultsby the Landlord, from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or unless 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 is of such declaration to Landlord and to nature that, although curable, it cannot be cured within such Facility Mortgagee. Thereafter, Tenant may thirty (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 (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 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 which event an Event of Default shall not be deemed to have occurred if the Landlord institutes a cure within the thirty (30) day period and Landlord thereafter diligently and continuously prosecutes the curing of the same until completion, but in no event shall have no obligation with respect thereto until final adverse determination thereofsuch extended cure period exceed ninety (90) additional days; provided, however, that if the Landlord defaults in the event performance of any such adverse determinationcovenant or agreement more than two (2) times in any twelve (12) month period during the Term, Landlord then notwithstanding that such defaults have each been cured by the Landlord, any further defaults during the remainder of such twelve (12) month period 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 be deemed an Event of Default under Section 16.01 of without 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) yearsability to cure.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if It shall be an event of default on the part of 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 if any one or more of the events described in the following paragraph, invoice Landlord for costs clauses (i) through (iii) shall occur 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 be continuing 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 notice and cure period provided for in such clause: (i) Landlord shall fail to make any payment which Landlord agrees to make to or for the date benefit of payment thereofTenant pursuant to Section 2 or to otherwise cure on a timely basis any objection raised by Tenant under Section 2 which Landlord has theretofore agreed in writing to cure, after 30 days prior written notice to Landlord; (ii) Landlord shall make a material misrepresentation in any representation or warranty provided to Tenant under Section 8(b) or to Assignee in the certificate to be provided to Assignee pursuant to Section 1(d)(5), and such misrepresentation shall materially and adversely affect any right or benefit available to Tenant or Assignee under this Lease; or (iii) Landlord shall breach any express covenant of Landlord under this Lease and shall fail to cure such breach within 30 days after notice from Tenant specifying the nature of such breach, unless the same cannot be cured within 30 days, in which event Landlord shall not be deemed in default provided Tenant commences the cure of such default within 30 days and thereafter diligently pursues such cure to completion. Except as otherwise expressly provided herein to the contraryIf a Landlord Default shall occur, Tenant shall have no the right to terminate this Agreement for pursue any default by remedy available to Tenant at law or in equity on account of such 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 thereofDefault; provided, however, that in no event shall Tenant be entitled to (i) withhold, deduct or offset Rent or Additional Rent, (ii) vacate or abandon the Project or close the Casino (except pursuant to any express right of vacation or closure granted Tenant under this Lease), (iii) seek or recover consequential damages (such as for lost profits) from Landlord, (iv) seek or recover damages or equitable relief in violation of the provisions of Sections 20(c) or Section 22, or (v) terminate this Lease (except pursuant to any express right of termination granted Tenant under this Lease). Tenant hereby waives and releases each of the claims specified in clauses (i) through (v) hereof. In all events, any recovery of monetary damages (except in connection with a breach of Section 10) by Tenant shall be limited solely to the interest of Landlord in the event of any such adverse determinationPremises, 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 include 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) yearsRentals and avails thereof.

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 Landlord will be in default if Landlord fails to perform any obligation required of Landlord (other than a delay in delivery of possession as provided for in Section 3 of this Lease) with 30 Days after written notice by Tenant to Landlord, specifying how Landlord has failed to perform such obligation; provided that if the nature of Landlord's obligation is such that more than 30 Days are required for performance, then Landlord shall not be in default if Landlord commences performance within 30 day period and thereafter diligently prosecutes the same to completion. If Landlord's default deprives Tenant of the use of all or substantially all of the Premises for the purposes for which they are let, pursuant to the provisions of this Lease, then upon the occurrence of a Landlord default as defined by this Paragraph, Tenant shall have the right to dispute its obligation in accordance with Section 5.1.5(b)an abatement of that portion of the Base Monthly Rent required by this Lease which is, if Landlord shall to the whole of the Base monthly Rent, equal to the ratio that the portion of the Premises of which Tenant has been deprived of use as a result of Landlord's default in bears to the performance or observance entirety of any of its covenants or obligations set forth in this Agreement, and any such default the Premises. Such abatement shall continue until the Landlord has cured its default. If Landlord's default continues uncured 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 contrary30 Days, Tenant shall have no the right to terminate this Agreement for any default Lease upon 30 days written notice to Landlord. If Tenant elects to terminate this Lease, Tenant shall vacate the Premises by the 30th Day following the delivery of the notice of Tenant's election to terminate and shall deliver the Premises to the Landlord hereunder or under in the Other Leases and no right, for any such condition required by the provisions of this Lease governing termination. If Tenant has not exercised the right to terminate established by this Paragraph prior to Landlord's curing of the default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default Tenant shall be deemed to have occurred waived the right to terminate the Lease as a result of that Default. Except as expressly set forth in this Lease, Tenant shall not have any right whatsoever to terminate this Lease or to withhold, reduce or offset any amount against any payments of rents or charges due 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 payable 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 Should Landlord fail to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Landlord shall default in the performance or observance of perform any of its covenants obligations under this Lease, in addition to all other remedies available to Tenant under this Lease or obligations set forth at law or in this Agreementequity, and any in the event Landlord does not fully 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 defaultsTenant first gives Landlord written notice such failure or, from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or if the performance of such additional period as may obligation cannot be reasonably required completed within such 30-day period, in the event Landlord fails to correct commence within such non30-monetary defaults, Tenant may declare day period and thereafter diligently pursue to completion the occurrence of a "Landlord Default" under this Agreement by giving Notice performance of such declaration to Landlord and to such Facility Mortgagee. Thereafterobligation, then Tenant may (but shall have no obligation not be obligated to) cure perform the same and, subject obligation of Landlord and the reasonable cost thereof shall be payable from Landlord 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 sameupon demand. If Landlord fails to reimburse Tenant on demand for the reasonable cost of performing Landlord's obligation, or if Landlord fails to timely pay to Tenant any other amount due to Tenant under this Lease within thirty (30) days after Tenant gives Landlord written notice of such past due amount, then Tenant may in either of such events deduct any such costs and expenses have not been reimbursed amounts owing from Landlord, plus interest thereon at 2% above the Prime Rate of Citibank, N.A. from time to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefortime in effect, 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 Minimum Rent or other charges due hereunderor to become due Landlord under this Lease. If Landlord shall in good faith dispute the occurrence of any Landlord Default Tenant has not received or received credit for all such amounts and Landlord, before interest thereon at the expiration of the applicable cure periodterm of this Lease, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis 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, thereaftermay, at the Overdue Rate until paid. During its option, extend the term of this Lease on 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 same terms and conditions then in effect until all such amounts and interest thereon are fully paid by application 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) yearsall Base Rent and other charges accruing during such extended term.

Landlord’s Default. Subject Landlord shall not be deemed to be in default hereunder unless its default shall continue for sixty (60) days, or such additional time as is reasonably required to correct its default, after written notice thereof has been given by Tenant to Landlord specifying the nature of the alleged default. The obligations of Landlord hereunder shall be binding upon Landlord and each succeeding owner of Landlord's right to dispute ’s interest hereunder only during the period of such ownership and Landlord and each succeeding owner shall have no liability whatsoever except for their obligations during each such respective period (other than its obligation terminate any Letter of Credit or to return any security deposit held hereunder in accordance with the terms of this lease, or to transfer the remaining balance of any such security deposit to any successor Landlord). Tenant hereby agrees for itself and each succeeding holder of Tenant’s interest, or any portion thereof, hereunder, that, in accordance with Section 5.1.5(b)27 hereof, any judgment, decree or award, if Landlord any, obtained against Landlord, or any succeeding owner of Landlord’s interest, which is in any manner related to this Lease, the leased premises, or Tenant’s use or occupancy of the leased premises or the common areas, whether at law or in equity, shall default be satisfied out of Landlord’s equity in the performance or observance of any of its covenants or obligations set forth in this Agreement, Building and any such default shall continue for a period of ten (10) days after Notice thereof with respect lot 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 Mortgageethe extent then owned by Landlord, or such additional period as may be reasonably required applicable insurance, or such succeeding owner, and further so agrees to correct look only to such non-monetary defaults, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord assets and to no other assets of Landlord, or such Facility Mortgageesucceeding owner, for satisfaction. Thereafter, In no event shall Landlord ever be liable to Tenant may (but shall have no obligation to) cure the same and, subject to the provisions for any indirect or consequential damages or for lost profits 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) yearsreason whatsoever.

Landlord’s Default. Subject If Landlord fails to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b)perform any covenant, if Landlord shall default in the performance condition or observance of any of its covenants or obligations set forth agreement contained 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 Lease within 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 Mortgageespecifying such default, or if such additional period as may default cannot reasonably be reasonably required cured within thirty (30) days, if Landlord (or any first mortgagee or first deed of trust beneficiary of Landlord) fails to correct such non-monetary defaults, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration commence to Landlord and to such Facility Mortgagee. Thereafter, Tenant may cure within that thirty (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 (5th30) day after the Landlord receives Tenant's Notice thereforperiod and/or thereafter fails to diligently pursue such cure to completion, Landlord shall pay then in addition 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 contraryany legal or equitable remedies available, Tenant shall have the right to cure Landlord’s default and to xxxx Landlord for the cost thereof, together with interest at the Interest Rate, which amount shall be due and payable within thirty (30) days after Landlord receives the applicable xxxx. It is expressly understood and agreed that if Tenant obtains a money judgment against Landlord resulting from any default or other claim arising under this Lease, that judgment shall be satisfied only out of Landlord’s right, title and interest in the Premises, Building or Project, and no other real, personal or mixed property of Landlord (or of any of the partners which comprise Landlord, if any) wherever situated, shall be subject to levy to satisfy such judgment. Tenant shall provide a copy of any notice given pursuant to this Section 27.3 to any first mortgagee or first deed of trust beneficiary of Landlord whose address has been furnished to Tenant by written notice. Notwithstanding anything to the contrary contained in this Lease, should Landlord fail to make any disbursement of the Tenant Improvement Allowance within thirty (30) days following Landlord’s receipt from Tenant of a request for such disbursement with the required accompanying documentation, and should such failure continue for fifteen (15) days following Landlord’s receipt of written notice of such failure from Tenant, then Tenant shall have the right to offset and reduce the next payments of Base Rent due under this Lease by the amount of the Tenant Improvement Allowance that Landlord failed to disburse. Tenant shall not have the right to terminate this Agreement for Lease or to withhold, reduce or offset any default by Landlord hereunder or under the Other Leases and no right, for any such default, to offset or counterclaim amount against any payments of Rent or any other charges due hereunder. If Landlord shall and payable under this Lease except (i) as otherwise specifically provided in good faith dispute the occurrence of any Landlord Default and this Lease or (ii) if Landlord, before the expiration of the ’s default results in an actual or constructive eviction under applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis 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) yearslaw.

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 considered in default in the performance or observance of any of its covenants or obligations set forth in this AgreementLease unless Landlord fails within a reasonable time to perform an obligation required to be performed by Landlord hereunder. For purposes hereof, and any such default a reasonable time shall continue for a period of ten (10) days after Notice thereof with respect to monetary defaults, and not be less than thirty (30) days after Notice thereof with respect to non-monetary defaults, from Tenant to receipt by Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaults, Tenant may declare of written notice specifying the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions nature of the following paragraph, invoice obligation Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have has not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereofperformed; provided, however, that if the nature of Landlord's obligation is such that more than thirty (30) days, after receipt of written notice, is reasonably necessary for its performance, then Landlord shall not be in default of this Lease if performance of such obligation is commenced within such thirty (30) day period and thereafter diligently pursued to completion. Tenant shall have the right to use one hundred five (105) non- designated and non-exclusive parking spaces located on the Lot. Tenant's parking rights shall be exercised in accordance with all Laws and subject to such reasonable parking rules and regulations as Landlord may from time to time promulgate. Landlord represents and warrants that (i) the Lot shall contain no less than the greater of (a) the number of parking spaces required by the City of Hayward at the time the building permit for the Building shell portion of Landlord's Work is issued or (b) the total number of spaces specified in the event Basic Lease Information plus the number of any parking spaces on the Lot granted to occupants of the Adjacent Park, and (ii) Landlord shall not permit tenants of the Adjacent Park to utilize spaces on the Lot if such adverse determinationuse would result in fewer parking spaces being allocated to the Building than are indicated in the Basic Lease Information. Within a reasonable period of time following written notice from Tenant to Landlord that persons other than Tenant and its employees, subtenants and invitees are utilizing spaces on the Lot that have been allocated to Tenant and which Tenant is authorized and intends to utilize, 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, thereaftermake commercially reasonable efforts, at Landlord's expense, to eliminate the Overdue Rate until paidunpermitted use. During In no event shall Tenant or any of Tenant's Representatives park or permit any parking of vehicles overnight. There shall be no vehicle parking or truck activity within the term parking area on the easterly side 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 Building 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.7:00 p.m. to 7:00 a.m.

Landlord’s Default. Subject to Landlord's right to dispute its obligation Except as otherwise provided in accordance with Section 5.1.5(b)this Lease, Landlord shall be in default under this Lease if Landlord shall default in the performance or observance of fails to perform any of its covenants or obligations set forth hereunder within a reasonable time after its receipt of written notice from Tenant notifying Landlord of any breach of its obligations under this Lease. If Landlord defaults under this Lease and if, as a consequence of such default, Tenant recovers a money judgment against Landlord, such judgment shall be satisfied against the right, title and interest of Landlord in this Agreementthe Premises including, but not limited to, the rents, proceeds and profits derived therefrom as the same may then be constituted and encumbered, and Landlord shall not be liable for any deficiency. In no event shall Tenant have the right to levy execution against any property of Landlord other than its right, title and interest in the Premises including, but not limited to, the rents, proceeds and profits derived therefrom. Upon any such uncured 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 defaultsby 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 xxxxx rent in the same andevent of any default by Landlord under this Lease, subject except to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by extent offset rights are specifically provided to Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth this Lease; (5thb) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for Lease; and (c) Tenant’s rights and remedies hereunder shall be limited to the extent (i) Tenant has expressly waived in this Lease any of such rights or remedies and/or (ii) this Lease otherwise expressly limits Tenant’s rights or remedies. Notwithstanding anything contained in this Lease to the contrary, the obligations of Landlord under this Lease (including any actual or alleged breach or default by Landlord) do not constitute personal obligations of the individual partners, directors, officers, members or shareholders of Landlord hereunder or under Landlord’s partners, and Tenant shall not seek recourse against the Other Leases and no rightindividual partners, directors, officers, members or shareholders of Landlord or against Landlord’s partners or any other persons or entities having any interest in Landlord, or any of their personal assets for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence satisfaction of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation liability with respect thereto until final adverse determination thereof; providedto this Lease. In no event shall Landlord or any Landlord Parties ever be liable pursuant to this Lease for lost profits or consequential, 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 speculative or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearspunitive damages.,.

Landlord’s Default. Subject If the 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 [other than (i) the obligation to pay money to the Tenant, (ii) the obligation of the Landlord to fund or obligations perform the Total Work within the time parameters set forth in the Work Letter, (iii) the obligation to provide the Posted Security within the time parameters set forth in the Work Letter, or (iv) or any other obligation of the Landlord described in Article XV, which contains a separate notice and cure period], the Tenant (except in the case of an emergency) shall take no action without having first given Landlord thirty (30) days written notice describing with specificity any such failure and providing the Landlord the opportunity to cure such failure; provided, however, that if the nature of the Landlord’s failure is such that it cannot reasonably be cured within such thirty (30) day period, the time for curing such failure shall be extended for such period of time as may be necessary to complete such cure, so long as the Landlord shall proceed promptly to cure same and shall prosecute such cure continuously, in good faith and with due diligence and care; provided further, that if any failure under this Agreementsubsection materially interferes with the Tenant’s use and occupancy of the Premises, such cure must be commenced immediately. Following notice of such default and failure by the Landlord to cure within such period, the Tenant shall have all rights available to it at law or in equity, and shall have the further right to take the necessary actions to perform the Landlord’s uncured obligations hereunder which materially affect the Tenant’s business operations at the Premises (excluding, however, any obligation related to janitorial services pursuant to Section 5.01, and any obligations under Sections 15.01 to 15.07) and invoice the Landlord for the reasonable expenses thereof. If the Tenant has obtained an invoice or other documentation setting forth the reasonable costs it incurred in curing any such default by the Landlord which materially affect the Tenant’s business operations at the Premises which has not been cured within the applicable cure period above and has paid such costs, then the Tenant shall continue for a period have the right to offset and deduct said sum from its next payment(s) of ten (10) days after Notice thereof Rent at which time the Tenant shall provide Landlord with respect copies of such paid invoices or other documentation. If the Tenant is entitled to monetary defaults, reimbursement or payment from the Landlord pursuant to this Lease and such payment is not made within thirty (30) days after Notice thereof with respect written notice from the Tenant that the payment was not delivered when due, the Tenant, in addition 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" all other rights and remedies it has under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. ThereafterLease, Tenant may (but at law or in equity, shall have no obligation tothe right to offset and deduct said sum from its next payment(s) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant Rent. 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 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, that the Landlord shall pay to Tenant interest on any disputed funds at (i) violates 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 Lease with respect to the Tenant’s parking rights, or (ii) violates the Tenant’s rights with respect to the Tenant’s Sign (as such term is defined in Addendum “2”) as provided in Addendum “2” or the Tenant’s roof use rights as provided in Section 14.2 shall survive 15.10, or (iii) violates or permits the terminationviolation of Tenant’s exclusive use and/or ATM rights under this Lease, expiration or cancellation (iv) violates the obligation of this Agreement the Landlord to fund or perform the Total Work within the time parameters set forth in the Work Letter, or (v) violates the obligation to provide the Posted Security within the time parameters set forth in the Work Letter, inasmuch as the Tenant’s remedies for a period of five (5) yearssuch violations would be inadequate at law, the Tenant may seek to enforce the terms thereof by injunctive or other equitable relief, including without limitation both prohibitory and mandatory injunctive relief.

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 to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if Tenant will give Landlord shall default in the performance or observance written notice of any of its covenants or obligations set forth in default by Landlord under this AgreementLease. With respect to any monetary default, and any such default shall continue for a period of ten Landlord will have twenty (1020) days after Notice thereof with following receipt of such notice to cure such default. With respect to any non-monetary defaultsdefault, and Landlord will have thirty (30) days after Notice thereof with respect Landlord’s receipt of Tenant’s default notice to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaults, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof; provided, however, that if such default cannot reasonably be cured within thirty (30) days, Landlord will have such longer period, up to sixty (60) days, subject to delays caused by an Event of Force Majeure, to cure such default as is necessary provided Landlord promptly commences (i.e., within such 30 day period) and diligently pursues such cure, and provided further, that if the default relates to a matter which in Tenant’s reasonable judgment, is of an emergency nature (which will mean a substantial risk of imminent danger to person or property), the Landlord will have only forty-eight (48) hours (or such lesser period as is reasonable under the circumstances) to cure such default. If Landlord fails to cure any such default within the applicable cure period, then Tenant, at its option, may (a) cure the default, in which event Landlord will reimburse Tenant for all reasonable amounts spent on such cure, or (b) bring suit for the collection of any such adverse determinationactual out-of-pocket damages. If Landlord fails to reimburse Tenant within thirty (30) days after demand (except as explicitly set forth herein), Tenant may, at its option, in addition to all other available remedies, offset said amount from amounts subsequently payable by Tenant under this Lease. Any claim for equitable relief must be commenced by Tenant, by the service of a complaint on Landlord, within six (6) months of Tenant’s discovery of Landlord’s breach or alleged breach of this Lease, and Tenant may not terminate this Lease unless Tenant provides Landlord at least ninety (90) days written notice prior to termination. If within said ninety (90) day period the Landlord cures the Event of Default, Tenant’s termination of the Lease (or any right thereto) as a result of said Event of Default will be null and void, and of no further force and effect. Tenant may, however, during said ninety (90) day period, pursue other remedies afforded Tenant under this Lease. Notwithstanding anything to the contrary, Landlord will not be responsible or liable for exemplary or punitive damages, as a result of any breach or alleged breach of this Lease. The foregoing ninety (90) day notice and cure period shall pay not apply with respect to Tenant’s termination rights under Article 8 of this Lease. Neither Landlord nor Tenant will have any implied obligations under this Lease. Neither Landlord nor Tenant will be considered in default under this Lease unless said party breaches, violates or defaults an express provision of this Lease, and does not cure such breach, violation or default within the time period permitted hereunder. Any amount payable by Landlord to Tenant pursuant to the terms of this Lease will bear interest on any disputed funds at the Disbursement Rate, Contract Rate (defined in Article 16 herein) from the date demand for such funds was made by due until same is paid, compounding annually. Tenant until will have no right to offset against the date payment of final adverse determination andBase Rent or any other payment due hereunder, thereafteras a result of Landlord’s default, 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) yearsunless otherwise expressly set forth herein.

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 the 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 in which to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaults, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases and no right, for any such default; provided, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure event such default cannot reasonably be cured within such thirty (30) day period, an event of default shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall not be deemed to have occurred so long as Landlord commences an effective cure within said thirty (30) day period and prosecutes such cure diligently to completion. Any trustee executing this Lease on behalf of the Landlord is acting in a representative capacity and any liability which may arise as a consequence of this instrument by or on behalf of the Trustees Under the Will and of The Estate of Xxxxx Xxxxxxxx, Deceased, shall be the liability of the Estate of Xxxxx Xxxxxxxx and not the personal liability of any trustee, corporate officer of a trustee, or employee of The Estate of Xxxxx Xxxxxxxx. Notwithstanding any contrary provision herein, if Landlord shall have no obligation with respect thereto until final adverse determination thereoffail to perform any covenant, term or condition of this Lease required to be performed by Landlord, if any, and if as a consequence of such default Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only out of proceeds of sale received upon execution of such judgment and levied thereon against the right, title and interest of Landlord in the Building and Property and out of rents or other income from such property receivable by Landlord, or out of the consideration received by Landlord from the sale or other disposition of all or any part of Landlord's right, title and interest in the Building or Property, and neither Landlord nor any officer, agent, trustee, beneficiary or general or limited partner of Landlord shall be personally liable for any deficiency; provided, however, the foregoing shall not limit any right that Tenant might have to obtain injunctive relief against Landlord or to maintain any suit or action in connection with the event enforcement or collection of any damages to the extent that 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 damages are payable under policies of liability insurance maintained 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 Landlord shall not be in default in the performance or observance of any of its covenants or obligations set forth in under this Agreement, and any such default shall continue for a period of ten (10) days after Notice thereof Lease with respect to monetary defaults, and thirty its obligation to deliver possession of the Premises to Tenant unless Landlord fails to so deliver the Premises within five (305) days Business Days after Notice thereof with respect to non-monetary defaults, from written notice is delivered by Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaults, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. 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 the samewriting. If any such costs and expenses have not been reimbursed As to Tenant as all other obligations of the fifth (5th) day after the Landlord receives Tenant's Notice thereforhereunder, Landlord shall pay 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 any Lender, 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. All obligations of Landlord hereunder shall be construed as covenants, not conditions. In the event of any default, breach or violation of Tenant's rights under this Lease by Landlord, 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 thereofTenant's exclusive remedy shall be either an action for specific performance or an action for actual damages. Except as otherwise expressly provided herein to the contraryherein, Tenant shall have no 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 default. Notwithstanding the foregoing cure period, to the extent the same is Landlord's obligation hereunder, Landlord shall be obligated to commence to cure an emergency situation that creates an imminent danger of bodily harm to any persons or an imminent danger of harm to property or material interference with Tenant's business operations as soon as reasonably possible following the date on which Landlord receives notice of such situation from Tenant. In addition, following Tenant's notice to Landlord and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenantexcept as otherwise provided herein, setting forth, in reasonable detail, the basis therefor, no Landlord Default Tenant shall be deemed entitled to have occurred pursue any and all applicable remedies provided by Massachusetts law in connection with such default by Landlord hereunder. In lieu of exercising its rights and remedies under Massachusetts law, Tenant shall have the right to cure a default by Landlord under the limited circumstances where each and all of the following conditions exist (the "Self Help Conditions"): (1) all or substantially all of the Premises have been rendered unusable by Tenant for the Permitted Uses as a result of Landlord's default hereunder; (2) Landlord has failed to cure the Landlord default within applicable notice and cure periods and is not then diligently pursuing such cure; (3) prior to curing the default, Tenant provides Landlord with at least fifteen (15) days written notice of the fact that Tenant intends to cure the default on Landlord's behalf; (4) if there is a Mortgage on the Building, Tenant has provided such Mortgagee with notice of Landlord's default and has allowed such Mortgagee an opportunity (which in no obligation event shall be less than thirty (30) days after the expiration of Landlord's cure period) to cure such default in accordance with respect thereto until final adverse determination thereof; provided, however, that in the event terms of any subordination, non-disturbance and attornment agreement (or similar agreement) between Tenant and 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 Mortgagee; 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.the action required to cure the default does not require Tenant to have access to the premises of any other tenant or occupant of the Building. In attempting to cure any default by Landlord, Tenant shall pursue the least expensive course of action that can reasonably be expected to cure the default in question and shall perform only so much work as is reasonably necessary to cure the

Landlord’s Default. Subject Except as otherwise provided in this Lease and specifically subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b)Sections 3 and 21, if Landlord shall default fails in the performance or observance of any of its covenants or Landlord’s obligations set forth in under this Agreement, Lease 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 Landlord’s receipt of written notice thereof with respect to non-monetary defaults, from Tenant (or an additional reasonable time after such receipt if (i) such failure cannot be cured within such thirty (30) day period, and (ii) Landlord commences curing such failure within such thirty (30) day period and thereafter diligently pursues the curing of such failure), then Tenant shall be entitled to Landlord and, subject to Section 19.3, exercise any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaults, remedies that Tenant may declare have at law or in equity. Without limiting the occurrence foregoing, Landlord and Tenant agree that there are certain services which are to be performed by Landlord pursuant to this Lease and without which Tenant cannot occupy the Premises for the purpose of a "Landlord Default" under this Agreement by giving Notice which it was originally leased. The services are (A) heat, water, gas, electricity, telephone and any other utilities and services used on or provided to the Premises or in the Building, including the repair and maintenance of mechanical, electrical and plumbing systems and the heating, ventilation and air-conditioning (HVAC) systems (to the extent that the delivery of such declaration services is the obligation of Landlord pursuant to Landlord the terms of this Lease); (B) repairs and to such Facility Mortgagee. Thereaftermaintenance of the roof, Tenant may (but shall have no obligation to) cure roofing structure, skylights, exterior and structural walls, as well as the structural soundness of the foundation, including correcting defects of the same and, subject and/or replacing the same; and (C) continued access to the provisions Building and Premises inclusive of the following paragraph, invoice Landlord for costs maintenance 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 repairs to the date of payment thereof. Except as otherwise expressly provided herein to common driveways, loading and unloading areas and parking areas (collectively, 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“Critical Services”). If Landlord shall fails to provide a Critical Service to the Premises or any portion thereof (a “Critical Service Failure”) within the stated period in good faith dispute the occurrence this Section after receipt of any Landlord Default written notice from Tenant (but in no event earlier than five (5) business days after receipt of such notice except in cases where there is an immediate threat of material and Landlord, before the expiration substantial property damage or immediate threat of the applicable cure period, shall give Notice thereof to Tenant, setting forthbodily injury, in which case such shorter period of time as is reasonable detailunder the circumstances), then Tenant may, at its option and without limiting all other available remedies, unless Landlord commences to cure such Critical Service Failure within such five (5) business day period (or immediately, in the basis thereforcase of an immediate threat or material and substantial property damage or immediate threat of bodily harm) and proceeds diligently to complete such cure, no proceed to undertake such repairs and/or maintenance upon delivery of an additional two (2) business days' notice to Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof; that Tenant is taking such required action (provided, however, that no additional notice shall be required in the event of any an emergency which threatens life or where there is imminent danger to property). If such adverse determinationCritical Service Failure is not cured prior to the expiration of such two (2) business day period (or the initial EXECUTION COPY notice and repair period set forth above in the event of emergencies where no second notice is required) (the "Outside Repair Period"), then Tenant shall be entitled to reimbursement by Landlord of Tenant's actual, reasonable (under the circumstances), and documented costs and expenses in performing such maintenance and/or repairs plus an amount not to exceed five percent (5%) of such costs for overhead and time of Tenant to manage and undertake Landlord's obligations. Such reimbursement shall pay be made within thirty (30) days after Landlord's receipt of Tenant's invoice of such costs and expenses. Any amounts not reimbursed by Landlord within such thirty (30) day period will be assessed a late charge equal to Tenant five percent (5%) of such delinquent sum and such delinquent sum shall also bear interest on any disputed funds at the Disbursement Rate, from the date demand such amount was due until paid in full at the lesser of (i) fifteen percent (15%) per annum; or (ii) at the Applicable Interest Rate until paid by Landlord. In the event Tenant undertakes such repairs and/or maintenance, and such work will affect the Building’s structure or Building’s systems, Tenant shall use only those unrelated third party contractors used by Landlord in the Building for such funds was made by work unless such contractors are unwilling or unable to perform such work at competitive prices, in which event Tenant until may utilize the date services of final adverse determination andany other qualified contractor which normally and regularly performs similar work in comparable first-class buildings in Xxxxx County, thereafter, at Nevada. Tenant shall comply with 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 other terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of Lease if Tenant takes the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreementrequired action, except that Tenant is not required to obtain Landlord's consent for such repairs. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsTENANT SHALL INDEMNIFY AND DEFEND THE LANDLORD PARTIES AND OTHER TENANTS AND OCCUPANTS OF THE PROJECT FROM AND AGAINST ALL CLAIMS IN CONNECTION WITH OR ARISING OUT OF TENANT’S GROSS NEGLIGENCE OR WILFUL MISCONDUCT IN THE CURE OF OR ATTEMPT TO CURE ANY CRITICAL SERVICE FAILURE.

Landlord’s Default. Subject to Landlord's right to dispute its Landlord shall be in default under this Lease if Landlord breaches any agreement, covenant or obligation in this Lease and does not remedy the breach within 15 days after Tenant gives Landlord written notice in accordance with Section 5.1.5(b)Article 24 below specifying the breach, or if the breach cannot, with due diligence, be cured within 15 days, Landlord does not commence curing within 15 days and with reasonable diligence completely cure the breach within a reasonable period of time after the notice. In the event Landlord fails to cure its breach within the time periods set forth herein, Tenant shall default be entitled to pursue any and all remedies available to it at law or in equity; provided, however, that except as expressly provided elsewhere in this Lease, or except in the performance or observance event of any of its covenants or obligations set forth an emergency as determined 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 Tenant’s 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 contraryjudgment, Tenant shall have no right of self-help to terminate this Agreement for perform repairs or 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 obligation of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof; providedright to withhold, howeverset off or xxxxx Rent. Notwithstanding the foregoing or any provision herein to the contrary, that in the event Landlord fails to perform any of its maintenance and repair obligations and Landlord's failure to perform creates a material risk of imminent harm to persons and/or property in the Premises (an "Emergency"), then Landlord shall be required to remedy such breach as soon as commercially reasonable and in any event without delay. If the Landlord does not undertake the necessary maintenance or repairs to address the Emergency promptly following receipt of Tenant's notice or promptly following Landlord first becoming aware of the Emergency (whichever shall first occur), then Tenant may undertake such adverse determinationmaintenance or repairs on Landlord's behalf, but only to the extent reasonably necessary to eliminate the Emergency. In such event, Landlord shall will reimburse Tenant for the reasonable, out-of-pocket costs incurred by Tenant to perform the maintenance and repairs on Landlord's behalf, which Landlord will pay to Tenant interest on within 30 days following Landlord's receipt of Tenant's invoice and reasonable supporting documentation evidencing the costs. In no event shall Tenant be entitled to remedy Landlord's failure to perform 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 Landlord's maintenance and repair obligations with respect to any structural elements 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 Premises or any portions of the Operating Agreement or a breach by Landlord of its Common Areas unless such action is the only reasonable means to eliminate the Emergency, and then only if Tenant uses licensed contractors and/or subcontractors to perform such 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) yearson Landlord's behalf.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if (a) Landlord shall in no event be in default in the performance or observance of any of its covenants or Landlord’s obligations set forth in under this AgreementLease, 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 receipt of written notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct such non-monetary defaults, Tenant may declare the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period to the date of payment thereof. Except as otherwise expressly provided herein to the contrary, Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder or under the Other Leases and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof; provided, however, that Landlord shall not be deemed in default with respect to any matter which by its nature may not be cured within thirty (30) days if Landlord shall promptly commence to cure such breach and thereafter diligently prosecutes the cure to completion). Notwithstanding anything contained herein or in the event of any such adverse determinationLease, Landlord shall pay in no event have any liability hereunder to Tenant interest on for consequential, special or indirect damages. In no event shall Tenant have the right to terminate or cancel this Lease as a result of any disputed funds at the Disbursement Rate, from the date demand for such funds was made 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 covenants or any warranties or promises hereunder, except in the case of a wrongful eviction of Tenant from the Premises (constructive or actual) by Landlord. (b) Tenant acknowledges and agrees that the liability of Landlord under this Lease shall be limited to its interest in the Building, and any judgments rendered against Landlord shall be satisfied solely out of Landlord’s interest in the Building, including gross revenues, and insurance and condemnation proceeds, if any. Provided that any successor owner has assumed in writing Landlord’s obligations under this Lease, no personal judgment shall lie against Landlord upon extinguishment of its rights in the Owner Agreement Building, and any judgment so rendered shall not give rise to any right of execution or the Pooling Agreementlevy against Landlord’s assets. The provisions hereof shall inure to Landlord’s successors and assigns including any mortgagee and their respective directors, officers, principals and stockholders. Other than as provided herein, no assets of Landlord’s directors, officers, partners, members, or employees shall be subject to any remedy exercised by Tenant hereunder. Tenant specifically agrees that neither any trustee nor beneficiary of Landlord (original or successor), shall ever be personally liable for any judgment against Landlord or for the payment of any monetary obligation to Tenant. Additionally, except with respect to any Guarantor, no assets of Tenant’s directors, officers, partners, members or employees, shall be subject to any remedy exercised by Landlord hereunder. Landlord specifically agrees that, except for any Guarantor, no director, officer, partner, member or employee of Tenant, shall ever be personally liable for any judgment against Tenant or for the payment of any monetary obligation to Landlord. In the event of any transfer of Landlord’s interest in the Premises, and/or in the Building, the transferor shall be, and hereby is, freed and relieved of all covenants and obligations of Landlord under this Lease arising or to be performed from and after the date of such transfer. (a) In the event litigation shall be brought for recovery of possession of the Premises, for the recovery of rent or any other amount due under the provisions of this Section 14.2 Lease, or because of the default in the performance of any other covenant herein contained on the part of Tenant or Landlord to be kept or performed, and a default shall survive be established by a final nonappealable order of a court of competent jurisdiction, the terminationlosing party shall pay the prevailing party all expenses incurred therefor, expiration including reasonable attorneys’ fees. (b) The parties hereto shall and they hereby do waive trial by jury in any action, proceeding or cancellation counterclaim brought by either party hereto against the other on any matters whatsoever arising out of or in any way connected with this lease, the relationship of Landlord and Tenant, Tenant’s use or occupancy of the Premises, and/or any claim of injury or damage. In the event Landlord commences any proceedings for non-payment of Base Rent or additional rent, except for any compulsory counterclaims, Tenant shall not interpose any counterclaim of whatever nature or description in any such proceedings, provided however that this restriction shall not, however, be construed as a waiver of Tenant’s right to assert such claims in any separate action or actions brought by Tenant. (c) In the event of a final, non-appealable, order of a court of competent jurisdiction, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws, in the event of Tenant being evicted or dispossessed for any cause, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants or conditions of this Agreement for a period of five (5) yearsLease, or otherwise.

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 In the event (a) 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 perform or observance of observe any of its the covenants of this Lease on Landlord’s part to be performed 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 observed within thirty (30) days after Notice thereof with respect to non-monetary defaults, receiving notice from Tenant thereof (or, if same cannot reasonably be cured within thirty (30) days, if Landlord shall fail to Landlord and, subject promptly commence and diligently prosecute said cure to Section 19.3, any applicable Facility Mortgageecompletion), or (b) Landlord materially breaches any warranty or representation under this Lease (any of (a) or (b) above being hereinafter referred to as a “Landlord’s Default”), then Tenant, may, in its sole discretion: (i) as applicable, perform such additional period obligation(s) of Landlord in accordance with the provisions of this Lease on behalf of, and at the expense of Landlord (provided that if, in Tenant’s reasonable judgment, an emergency (i.e., posing imminent material harm to persons or property or imminent material disruption to the normal conduct of business operations in the Premises) shall exist, Tenant may, at its election, and without prior notice to Landlord, exercise self-help); and/or (ii) bring suit for the collection of any amounts for which Landlord is in default, seek injunctive relief, or seek specific performance for any other covenant or agreement of Landlord. In the event that Landlord fails to make such payment when due, it shall bear interest until paid at the Default Interest Rate. If Landlord fails to reimburse Tenant under for any costs for the performance of Landlord’s obligations as may be reasonably required to correct such non-monetary defaultsprovided in subparagraph (i) above within 30 days after Landlord’s receipt Tenant’s written demand therefor (and accompanying documentation), Tenant may declare seek the occurrence entry 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 judgment against Landlord for the amount thereof, plus interest at the Default Interest Rate and Tenant’s reasonable costs and expenses of collection (including reasonable attorneys' attorney’s fees, paralegals' fees and court costs) incurred by Tenant in curing the same). If any such costs Tenant thereafter obtains a judgment against Landlord from a court of competent jurisdiction, and expenses Landlord does not pay said judgment within ten (10) days of its entry, Tenant shall have not been reimbursed the right to Tenant as of the fifth (5th) day after the Landlord receives Tenant's Notice therefor, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on offset the amount of such reimbursement from the expiration of the applicable cure period judgment against rent hereunder. In addition to the date of payment thereof. Except as otherwise expressly provided herein to the contraryremedies set forth in this Section, Tenant shall have no the right to terminate this Agreement for any default by Landlord hereunder or under Lease, provided that: (1) Landlord’s Default materially interferes with 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 normal conduct of any Landlord business operations in the Premises, (2) Landlord’s Default and Landlord, before the expiration is not reasonably capable of the applicable cure period, shall give Notice thereof to being cured by Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord and (3) Tenant gives notice of Landlord’s Default shall be deemed to have occurred and any mortgagee of whom Landlord shall have no obligation with respect thereto until final adverse determination thereof; providedpreviously given Tenant notice (including its address), howeverand such mortgagee shall not have cured Landlord’s Default within ninety (90) days after such notice is given (or, that if such default cannot reasonably be cured within ninety (90) days, such Mortgagee fails to promptly commence and diligently prosecute said cure to completion). In the event Tenant exercises its remedy to terminate this Lease, such termination shall constitute Tenant’s exclusive remedy as to Landlord’s Default, except for Landlord’s Default in the reimbursement of Tenant’s Allowance in which event Tenant’s election to exercise its termination right hereunder shall not be to the exclusion of any such adverse determination, Landlord shall pay other 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, thereafter, at the Overdue Rate until paid. During the term of the Operating Agreement, Landlord shall indemnify and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising from a Landlord Default under the terms and conditions of this Agreement which shall cause an Event of Default under Section 16.01 of the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsTenant.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if If Landlord shall default in the performance violate, neglect or observance of fail to perform or observe any of its covenants the representations, covenants, provisions, or obligations set forth conditions contained in this AgreementLease or the REA on its part to be performed or observed, and any such which default shall continue continues for a period of ten (10) days after Notice thereof with respect to monetary defaults, and more than thirty (30) days after Notice thereof with respect to non-monetary defaults, receipt of written notice from Tenant specifying such default, or if such default is of a nature to require more than thirty (30) days for remedy and continues beyond the time reasonably necessary to cure (provided Landlord must have undertaken procedures to cure the default within such thirty (30) day period and thereafter diligently pursues such efforts to cure to completion), Tenant may, at its option (in addition to all other rights and remedies specifically set forth in this Lease or available to Tenant at law or in equity), either terminate this Lease upon written notice thereof given to Landlord, or, upon further written notice to Landlord andof Tenant's intention to exercise its self-help remedies hereunder, subject and after providing Landlord with an additional thirty (30) days cure period thereafter, incur any reasonable expense necessary to Section 19.3perform the obligation of Landlord specified in such notice and xxxx Landlord for the costs thereof. Notwithstanding the foregoing, any applicable Facility Mortgageeif in Tenant's reasonable judgment, or such additional period as may be reasonably required to correct such non-monetary defaultsan emergency shall exist, Tenant may declare cure such default with only reasonable (under the occurrence of a "Landlord Default" under this Agreement by giving Notice of such declaration circumstances) notice to Landlord and to such Facility Mortgageebeing required. Thereafter, Tenant may (but shall have no obligation to) cure The self-help option given in this Section is for the same and, subject to the provisions sole protection 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 and its existence shall not release Landlord from its obligation to perform the Overdue Rate on the amount of such reimbursement from the expiration of the applicable cure period terms, provisions, covenants and conditions herein provided 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 be performed 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 deprive Tenant of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to legal rights which it may have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof; provided, however, that in the event by reason 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 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 A. 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 "to Landlord Default" under this Agreement by giving Notice (with copies of such declaration notice delivered simultaneously to all mortgagees of which Tenant has notice) specifying the nature of Landlord’s alleged default. 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 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. , except as expressly provided below. B. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlordfails, before after the expiration of the applicable cure periodperiods specified in Paragraph (A) above, to cure any default, Tenant may, after ten (10) days prior written notice to Landlord captioned “NOTICE — SELF-HELP REMEDY TO BE INVOKED” advising Landlord that Tenant intends to exercise its self-help rights under this Section 10.6, undertake to cure any default by Landlord under this Lease relating to the Premises and/or building systems exclusively serving the Premises, provided however, that Tenant shall give Notice thereof not have the right to cure any such default to the extent that such cure would relate to (i) areas outside of the Premises, or (ii) the structure or mechanical or life safety systems of the Building. Whenever Tenant so elects to cure a default by Landlord as set forth herein, Landlord shall, within thirty (30) days after receipt of Tenant’s written demand (which shall include reasonably detailed supporting documentation), setting forthreimburse Tenant for all costs and expenses incurred by Tenant in curing a default; provided, however, Landlord shall only be responsible for the incremental cost in excess of the cost that would ordinarily be part of Operating Costs under this Lease, if applicable. If Landlord fails to make any payment to Tenant as and when due, in reasonable detailaddition to all other remedies at law or in equity, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord Tenant shall have no obligation with respect thereto until final adverse determination thereofthe right to offset such owed amounts against its payments of Fixed Rent coming due under this Lease; provided, however, that in the event amount of any each such adverse determinationmonthly offset shall not exceed twenty (20%) percent of the monthly installment of Fixed Rent then payable as stipulated under Section 1.1. Notwithstanding the foregoing, if Landlord has undertaken curative action (which may include providing Tenant with a remedial plan and timetable for rectifying the default) and is proceeding with diligence, but has been unable to fully complete such cure by the expiration of thirty (30) days from Tenant’s first notice of such default, Landlord shall pay be afforded a reasonable time thereafter in which to complete its curative efforts before Tenant interest on any disputed funds at the Disbursement Rate, from the date demand for such funds was made by may effect a cure. If 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 elects to exercise self-help 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 termination10.6, expiration then Tenant may not avail itself of any other remedy at law or cancellation of this Agreement for a period of five (5) yearsin equity.

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 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 MortgageeMortgage, 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 any 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 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. Notwithstanding the foregoing, Landlord shall not be deemed to be in default under this Agreement if such default resulted from a Force Majeure Event (as long as Landlord is making a good faith effort to perform its obligations under this Agreement). If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis 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 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 with respect to non-monetary defaults, written notice from Tenant to specifying such failure (provided that Landlord and, subject to Section 19.3, any applicable Facility Mortgagee, or shall be allowed such additional period time as may be reasonably required necessary so long as Landlord commences performance within such thirty (30) day period and thereafter diligently pursues such failure to correct completion) (a “Landlord’s Default”), Tenant's exclusive remedy shall be an action for damages, except as expressly provided otherwise in this paragraph. Unless Landlord fails to so cure such non-monetary defaultsLandlord’s Default after such notice, Tenant may declare shall not have any remedy or cause of action by reason thereof. If Landlord’s Default renders the occurrence Premises untenantable, Tenant shall so advise Landlord in Tenant’s written notice and Tenant shall be entitled to an abatement of Base Rent based on the portion of the Premises which is untenantable until Landlord cures Landlord’s Default. In the event of a "Landlord Landlord’s 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 tothe right to cure Landlord’s Default when necessary to address an emergency situation or to prevent waste and Tenant shall have the right to offset amounts reasonably and actually incurred by Tenant to cure Landlord’s Default against Base Rent next coming due and payable to Landlord. If Landlord fails to pay the Construction Allowance when due following Tenant’s compliance with the terms and conditions of Exhibit B (including Section 3 thereof) and such failure constitutes a Landlord’s Default (provided that Landlord’s cure period after notice of default shall be limited to 30 days), Tenant shall have the same right to offset the unpaid balance of the Construction Allowance against Base Rent next coming due under the Lease. Liability of Landlord to Tenant for any default by Landlord, shall be limited to actual, direct, but not consequential, damages therefor and, subject to the provisions of the following in this 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 be recoverable only from the expiration interest of Landlord in the applicable cure period to Building and 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 thereofLand; provided, however, that if Landlord does not maintain an equity interest in the event Building and the Land of any at least 20% of the actual value of the Building and Land, then in such adverse determination, case the 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 Tenant’s actual and hold Tenant harmless against all claims, costs and expenses (including reasonable attorneys' fees and paralegals' fees) arising direct damages from a Landlord Landlord’s Default under to the terms extent such damages are not recoverable from Landlord’s interest in the Building and conditions the Land. However, Tenant agrees that none of this Agreement which Landlord’s owners, partners, members, investors, employees or officers 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 Agreementbe personally liable for any claim against Landlord. The provisions of this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsTENANT HEREBY WAIVES ITS STATUTORY LIEN UNDER SECTION 91.004 OF THE TEXAS PROPERTY CODE.

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 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 DefaultLANDLORD 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; providedPROVIDED, howeverHOWEVER, 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 (a) If Landlord shall default in the performance fail to observe, perform or observance of comply with any of its covenants or duties and obligations as set forth in this Agreement, and any such default shall continue Lease for a period of ten (10) days after Notice thereof with respect to monetary defaults, and thirty (30) days after Notice notice thereof with respect to non-monetary defaults, from Tenant to Landlord and, subject to Section 19.3, any applicable Facility MortgageeLandlord, or if such additional failure is of such a nature that it cannot be completely remedied within said period as may be reasonably required of thirty (30) days, if Landlord shall not (x) promptly upon the giving by Tenant of such notice, advise Tenant of Landlord's intention to correct institute reasonable steps necessary to remedy such non-monetary defaultsfailure, (y) promptly institute and thereafter diligently prosecute to completion reasonable steps necessary to remedy same, and (z) complete such remedy within a reasonable time after the date of the giving of said notice by Tenant, Tenant may declare at any time thereafter cure such breach or failure, but only if such breach or failure is creating a material impairment to the occurrence operation of a "Tenant's business at the Demised Premises, for the account of Landlord, provided that Tenant may cure any such breach or failure as aforesaid prior to the expiration of said waiting period, without notice to Landlord Default" under this Agreement by giving Notice if an emergency situation exists, or after notice to Landlord, but solely if the curing of such declaration to Landlord and to such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure the same and, subject breach or failure prior to the provisions expiration of said waiting period is necessary to protect the following paragraph, invoice Demised Premises or Tenant's interest therein or to prevent injury or damage to persons or property. Landlord shall reimburse Tenant for costs the amounts reasonably and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) properly incurred by Tenant in curing the same. If any such costs and expenses have not been reimbursed to Tenant as aforesaid within thirty (30) days of the fifth (5th) day after the Landlord receives Tenant's Notice written demand therefor. In no event whatsoever shall Tenant seek, nor shall Landlord shall pay to Tenantbe held liable for, any consequential or incidental damages, whether in connection with or as a late charge computed at the Overdue Rate on the amount result 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 hereunder. (b) Notwithstanding that certain additional rights or under the Other Leases and no right, for any such default, remedies may now or hereafter be available to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forthTenant at law, in reasonable detailequity or otherwise, the basis thereforrights and remedies as, no Landlord Default when and to the extent specifically provided Tenant in Subsection (a) hereof shall be deemed to have occurred Tenant's sole and Landlord shall have no obligation with respect thereto until final adverse determination thereof; provided, however, that exclusive rights and remedies under this Lease in the event of Landlord's failure to observe, perform or comply with 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 its duties 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 obligations of this Agreement which shall cause an Event of Default under Section 16.01 of Lease on its part to be observed, performed or complied within the Operating Agreement or a breach by Landlord of its obligations under the Owner Agreement or the Pooling Agreement. The provisions of time periods provided in this Section 14.2 shall survive the termination, expiration or cancellation of this Agreement for a period of five (5) yearsLease.

Landlord’s Default. Subject to Landlord's right to dispute its obligation in accordance with Section 5.1.5(b), if If Landlord shall default in the performance violate, neglect or observance of fail to perform or observe any of its covenants the representations, covenants, provisions, or obligations set forth conditions contained in this AgreementLease on its part to be performed or observed, and any such which default shall continue continues for a period of more than thirty (30) days after receipt of written notice from Tenant specifying such default (ten (10) days after Notice thereof with respect notice in the case of a monetary default), or if such default is of a nature to monetary defaultsrequire more than thirty (30) days for remedy and continues beyond the time reasonably necessary to cure (provided Landlord must have undertaken procedures to cure the default within such thirty (30) day period and thereafter diligently pursues such efforts to cure to completion within a reasonable time thereafter), Tenant may, at its option (in addition to all other rights and remedies provided Tenant at law, in equity or hereunder), incur any reasonable expense necessary to perform the obligation of Landlord specified in such notice and xxxx Landlord for the costs thereof. Notwithstanding the foregoing, if in Tenant’s reasonable judgment, a bona fide emergency shall exist, Tenant may cure such default without any prior notice to Landlord. If Landlord has not reimbursed Tenant 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 defaultsreceipt of Tenant’s xxxx, Tenant may declare the occurrence send a reminder notice, and if Landlord has not reimbursed Tenant within three (3) Business Days after receipt of a "Landlord Default" under this Agreement by giving Notice of such declaration to Landlord and to such Facility Mortgagee. ThereafterTenant’s reminder notice, Tenant may (but shall have no obligation to) cure deduct the same andreasonable cost of such expense, 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 plus interest thereon at the Overdue Rate on Stipulated Rate, from the amount of such reimbursement from Fixed Annual Rent next becoming due after the expiration of said additional three (3) Business Day period. Nothing herein shall be construed as requiring Tenant to await the applicable cure period passage of thirty (30) days before seeking equitable relief (exclusive of the right of termination). The self-help option given in this Section is for the sole protection of Tenant, and its existence shall not release Landlord from its obligation to perform the date terms, provisions, covenants and conditions herein provided to be performed by Landlord or deprive Tenant of payment thereofany legal rights which it may have by reason of any such default by Landlord. Except as otherwise expressly Any and all rights, remedies and options given in this Lease to Tenant in the event of a default by Landlord shall be cumulative and in addition to and without waiver of, or in derogation of, any right or remedy given to it under any law now or hereafter in effect or in equity (provided herein to the contrary, that Tenant shall have no right to terminate rights of termination except (i) as otherwise expressly set forth in this Agreement for any Lease, or (ii) if the uncured default by Landlord hereunder or under constitutes a constructive eviction of Tenant pursuant to and in accordance with 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 requirements of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis 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) yearslaw).

Landlord’s Default. Subject A. In the event Landlord should become in default in any payments due on any such mortgage described in Paragraph 21 hereof or in the payment of taxes or any other items which might become a lien upon the Premises and which Tenant is not obligated to pay under the terms and provisions of this lease, Tenant shall simultaneously give Landlord and Landlord's right to dispute its obligation in accordance mortgagee (provided Landlord or Landlord's mortgagee shall have advised Tenant of the name and address of Landlord's mortgagee) written notice specifying such default with Section 5.1.5(b), if particularity 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 (plus an additional reasonable period as may be reasonably required in the exercise by Landlord of due diligence) in which to correct cure any such non-monetary defaultsdefault. In addition, Tenant may declare Landlord's mortgagee shall have the occurrence of a "Landlord Default" under this Agreement by giving Notice of right (but not the obligation) to cure or remedy such declaration default during the period that is permitted to Landlord hereunder, plus an additional period of thirty (30) days, and to Tenant will accept such Facility Mortgagee. Thereafter, Tenant may (but shall have no obligation to) cure curative or remedial action taken by Landlord's mortgagee with the same and, subject 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 the provisions of the following paragraphParagraph 22.A hereof, invoice Landlord for costs Tenant shall be authorized and expenses (including reasonable attorneys' fees, paralegals' fees and court costs) incurred by Tenant in curing the same. If empowered to pay any such costs items for and expenses have not been reimbursed to Tenant as on behalf of the fifth (5th) day after the Landlord receives Tenant's Notice thereforLandlord, Landlord shall pay to Tenant, a late charge computed at the Overdue Rate on and the amount of such reimbursement from the expiration any item so paid by Tenant for and on behalf of the applicable cure period Landlord, together with any interest or penalty required to the date of payment thereof. Except as otherwise expressly provided herein to the contrarybe paid in connection therewith, Tenant shall have no right to terminate this Agreement for any default be payable on demand 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 Tenant shall not be authorized and empowered to make 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 payment under the terms and conditions of this Agreement which Paragraph 22 unless the item paid shall cause be superior to Tenant's interest hereunder. Tenant's exclusive remedy shall be an Event action for damages against Landlord, and Tenant hereby waives the benefit of Default under Section 16.01 any laws granting it a lien upon the property of Landlord and/or upon rent due Landlord. In the Operating Agreement event Tenant pays any mortgage debt in full, in accordance with this paragraph, it shall, at its election, be entitled to the mortgage security by assignment 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) yearssubrogation.