Common use of Lessor Default Clause in Contracts

Lessor Default. (a) If Lessor fails to perform or observe any of its obligations under this Lease and such failure continues for more than twenty (20) days after Lessee has delivered written notice thereof to Lessor, such failure will constitute a default under this Lease unless Lessor disputes the claimed default in good faith by written notice to Lessee within such twenty (20) day period; provided, however, that if the nature of Lessor’s obligation is such that more than twenty (20) days are required for performance, then Lessor will not be in default if Lessor commences performance within such twenty (20) day period and thereafter diligently prosecutes the same to completion; provided, however, that such additional period will in no event be longer than sixty (60) days after Lessor’s receipt of Lessee’s written notice to Lessor as described above. Lessee will identify the Lease provisions containing the Lessor’s obligations that are the subject of Lessee’s complaint and specify in reasonable detail the nature and extent of Lessor’s failure with respect thereto. If Lessor fails to cure any default within the applicable cure period, Lessee will have all rights and remedies available in this Lease and at law or in equity. (b) If Lessor fails to commence performance of an unperformed material obligation (as reasonably determined by Lessee) (a “Material Obligation”) within twenty (20) days after written notice from Lessee specifying such failure (subject to extension for cure as provided in Section 17.19(a)), then Lessee may perform such Material Obligation and Lessor shall reimburse Lessee all actual and reasonable third-party, out-of-pocket costs incurred by Lessee in connection therewith within thirty (30) days after Lessee delivers to Lessor written demand therefor, accompanied by invoices substantiating Lessee’s claim (provided, if the costs would constitute Additional Rent had Lessor performed such work, then such costs paid by Lessee shall be treated as Additional Rent, whereupon Lessee shall receive a credit therefor against Additional Rent next due, and Lessor shall not be responsible for reimbursing Lessee for such costs). If Lessor fails to pay such amount within such thirty (30)-day period, then Lessee may deliver a written notice to Lessor requesting reimbursement, and if Lessor fails to pay such amount within ten (10) days after receipt of such notice, then Lessee may offset such costs (as well as any other amounts owing to Lessee from Lessor, whether or not arising out of this Lease) against its obligation to pay Rent, unless Lessor is in good faith disputing such claim, in which case, Lessee may offset the amount of such claim that is not in dispute.

Lessor Default. (a) If Lessor fails Lessor’s failure to perform or observe any of its obligations under this Lease and such failure continues for more than twenty within thirty (2030) days after Lessee has delivered receipt of written notice thereof to Lessor, such failure will constitute a default under this Lease unless Lessor disputes the claimed default in good faith by written notice to from Lessee within such twenty (20) day period; provided, however, that if the nature of Lessor’s obligation is such that more than twenty (20) days are required for performance, then Lessor will not be in default if Lessor commences performance within such twenty (20) day period and thereafter diligently prosecutes the same to completion; provided, however, that such additional period will in no event be longer than sixty (60) days after Lessor’s receipt of Lessee’s written notice to Lessor as described above. Lessee will identify the Lease provisions containing the Lessor’s obligations that are the subject of Lessee’s complaint and specify setting forth in reasonable detail the nature and extent of the failure (or if more than thirty (30) days is required to cure the breach, Lessor’s failure with respect theretoto begin curing within the thirty (30) day period and diligently prosecute the cure to completion) shall constitute a default (“Lessor Default”) . Any notices given by Lessee hereunder shall also be delivered simultaneously to the holder of any mortgage, the name and address of which have been provided to Lessee, and such holder shall have the right to cure such Lessor Default on Lessor’s behalf. If Lessor commits a Lessor Default, Lessee may, without waiving any claim for damages for breach of agreement or any other rights or remedies it may have under this Lease at law, at any time thereafter: Cure the Lessor Default for the account of the Lessor, and any amount paid or any contractual liability incurred by Lessee in so doing shall be deemed paid or incurred for the account of Lessor, and Lessor shall reimburse Lessee promptly after receipt of paid invoices. If Lessor fails to cure reimburse Lessee for any default within the applicable cure period, Lessee will have all rights and remedies available in this Lease and at law or in equity. (b) If Lessor fails to commence performance of an unperformed material obligation (as reasonably determined by Lessee) (a “Material Obligation”) such sum within twenty (20) days after written notice from Lessee specifying such failure (subject to extension for cure as provided in Section 17.19(a))delivery of invoices, then Lessee may perform commence an action to collect such Material Obligation and Lessor shall reimburse sum, plus interest at the rate of fourteen percent (14%) per annum from the date of final judgment until paid. Lessee all actual and reasonable third-party, out-of-pocket costs incurred by Lessee in connection therewith within thirty (30) days after Lessee delivers to Lessor written demand therefor, accompanied by invoices substantiating Lessee’s claim (provided, if the costs would constitute Additional Rent had Lessor performed such work, then such costs paid by Lessee shall be treated as Additional Rent, whereupon Lessee shall receive a credit therefor against Additional Rent next due, and Lessor shall not be responsible for reimbursing entitled to offset against rent until Lessee for such costs). If Lessor fails to pay such amount within such thirty (30)-day period, then Lessee may deliver obtains a written notice to Lessor requesting reimbursement, and if Lessor fails to pay such amount within ten (10) days after receipt of such notice, then Lessee may offset such costs (as well as any other amounts owing to Lessee from judgment against Lessor, whether or not arising out of this Lease) against its obligation to pay Rent, unless Lessor is in good faith disputing such claim, in which case, Lessee may offset the amount of such claim that is not in dispute.

Lessor Default. The LESSOR further covenants with the LESSEE that if LESSOR shall fail to perform any provision of this Lease which requires the payment of money, and such failure shall continue for ten (a10) If Lessor days after notice has been given to LESSOR; or if LESSOR fails to perform or observe any other provision of its obligations under this Lease and such failure continues for more than twenty (20) days after Lessee has delivered written notice thereof to Lessor, such failure will constitute a default under this Lease unless Lessor disputes the claimed default in good faith by written notice to Lessee within such twenty (20) day period; provided, however, that if the nature of Lessor’s obligation perform is such that more than twenty (20) days are required for performance, then Lessor will not be in default if Lessor commences performance within such twenty (20) day period and thereafter diligently prosecutes the same to completion; provided, however, that such additional period will in no event be longer than sixty (60) days after Lessor’s receipt of Lessee’s written notice to Lessor as described above. Lessee will identify the Lease provisions containing the Lessor’s obligations that are the subject of Lessee’s complaint and specify in reasonable detail the nature and extent of Lessor’s failure with respect thereto. If Lessor fails to cure any default within the applicable cure period, Lessee will have all rights and remedies available in this Lease and at law or in equity. (b) If Lessor fails to commence performance of an unperformed material obligation (as reasonably determined by Lessee) (a “Material Obligation”) within twenty (20) days after written notice from Lessee specifying such failure (subject to extension for cure as provided in Section 17.19(a)), then Lessee may perform such Material Obligation and Lessor shall reimburse Lessee all actual and reasonable third-party, out-of-pocket costs incurred by Lessee in connection therewith cured within thirty (30) days after Lessee delivers notice has been given to Lessor written demand therefor, accompanied by invoices substantiating Lessee’s claim LESSOR (providedor if such default cannot reasonably be cured within thirty [30] days, if LESSOR fails either to commence to cure the costs would constitute Additional Rent had Lessor performed such work, then such costs paid by Lessee shall be treated as Additional Rent, whereupon Lessee shall receive a credit therefor against Additional Rent next duedefault within said thirty [30] day period or to diligently and in good faith continue to cure said default) then, and Lessor in addition to the other remedies or courses of action now or hereafter provided by law, LESSEE may, at its option, among other things, cancel and annul this Lease, or remedy the condition or need referred to in such notice, or make the payment which LESSOR has not made, but should have made, or remedy the condition or need referred to in such notice and deduct LESSEE'S actual cost or the amount of the payment thereof from subsequent installments of rent. In the event of any dispute between the parties as to the right of LESSEE to such deduction, LESSOR further covenants and agrees that it will not give LESSEE any notice of default or termination of this Lease unless LESSEE shall not be responsible for reimbursing Lessee for such costs). If Lessor fails fail to pay to LESSOR the amount of any such amount within such thirty (30)-day period, then Lessee may deliver a written notice to Lessor requesting reimbursement, and if Lessor fails to pay such amount deduction within ten (10) days after receipt of notice by LESSEE of a final and unappealable judgment with respect thereto in favor of LESSOR. If LESSEE elects, as permitted herein, to make an expenditure and deduct the same from subsequent installments of rent, LESSEE shall be required to deposit an amount equal to each such noticededuction in an interest-bearing account at a bank or savings and loan institution; such account shall require the signatures of LESSOR and LESSEE for any withdrawal. Interest earned on such account shall accrue for the benefit of the party (LESSOR or LESSEE) who ultimately prevails on the issue of whether such deduction was proper. If it is ultimately determined that any part of such deduction was proper (because such part of the expenditure for which such deduction was made was an obligation of LESSOR under this Lease), then Lessee may offset LESSEE shall be entitled to receive, from the deposit account, the principal and interest attributable to said portion of such costs expenditure, and LESSOR shall pay to LESSEE the difference between: 1) the interest actually earned in such interest-bearing account with respect to said portion of such expenditure; and 2) the maximum amount of interest which an individual is permitted to charge under California law, for the period commencing with the date of such expenditure by LESSEE and terminating when such payment is made by LESSOR, based upon the principal amount of that part of such expenditure which has been so determined to be LESSOR'S obligation. If it is ultimately determined that any part of such deduction was improper (as well as any other amounts owing to Lessee from Lessor, whether or because such part of the expenditure for which such deduction was made was not arising out an obligation of LESSOR under this Lease), then LESSOR shall be entitled to receive from the deposit account the principal and interest attributable to said portion of such expenditure, and LESSEE shall pay to LESSOR the difference between: i) against its obligation the interest actually earned in such interest-bearing account with respect to pay Rent, unless Lessor is in good faith disputing said portion of such claim, in which case, Lessee may offset expenditure; and ii) the maximum amount of interest which an individual is permitted to charge under California law, for the period commencing with the date of such claim deduction by LESSEE and terminating when such payment is made by LESSEE, based upon the principal amount of that part of such expenditure which has been so determined not to have been LESSOR'S obligation. In the event that a mortgagee (or beneficiary under a deed of trust) holding a security interest in the premises shall have furnished written request to LESSEE, LESSEE, concurrent with furnishing any notice to LESSOR of an event which is alleged by LESSEE to constitute a default by LESSOR, or will constitute a default by LESSOR if not cured within a stated period of time, shall be furnished in disputeduplicate to the address as requested by such secured lender. The mortgagee (or beneficiary under deed of trust) will be permitted to tender a cure in like manner as LESSOR is permitted hereunder provided such lender shall be granted additional time, not to exceed thirty (30) days, to complete such cure.

Lessor Default. The occurrence of the following shall constitute an event of default of Lessor (a) If a “Lessor fails Default”): The failure of Lessor to perform or observe any of its material obligations under this Lease and Lease, unless such failure continues for more than twenty (20) days after is caused by a Force Majeure Event, a Lessee has delivered written notice thereof to Lessor, such failure will constitute a default under this Lease unless Lessor disputes the claimed default in good faith by written notice to Lessee within such twenty (20) day periodDefault or Seller Event of Default; provided, however, such failure continues for [fifteen (15)] Business Days after Lessee shall have given Notice demanding that if such failure to perform be cured; or A Purchaser Event of Default under Section 12 of the nature PPA, which default continues beyond any applicable notice and cure period contained in the PPA. Upon the occurrence of Lessora Lessor Default, Xxxxxx may pursue any remedies it may have under the terms of Section 12 of the PPA. [Fee Mortgages. To the extent there any mortgages, deeds of trust, or other indentures encumbering the Project Site as of the Effective Date (each, a “Fee Mortgage”), Lessor shall, on or before the Effective Date, use commercially reasonable efforts to obtain from the holder of each such Fee Mortgage a non-disturbance and attornment agreement, in a form acceptable to Lessee (each, an “SNDA”), pursuant to which the holder of each such Fee Mortgage shall agree that, upon it or its successors and assigns obtaining title to the Project Site (whether through a foreclosure proceeding or through acceptance of a deed in lieu of foreclosure) following an event of default by the Lessor under such Fee Mortgage, the holder of such Fee Mortgage or the purchaser of the Project Site at any foreclosure proceeding shall continue to recognize Lessee’s obligation leasehold interest in the Demised Premises for the balance of the term of this Lease, so long as Lessee is such that more than twenty (20) days are required for performance, not then Lessor will not be in default if Lessor commences performance hereunder beyond any applicable notice and cure periods provided for herein. Promptly following the Effective Date, each SNDA shall be recorded in the Clerk’s Office at Lessee’s sole cost and expense, and, within such twenty ten (2010) day period and thereafter diligently prosecutes the same to completion; provided, however, that such additional period will in no event be longer than sixty (60) days after LessorBusiness Days of Lessee’s receipt of Lessee’s a written notice to statement from Lessor as described above. Lessee will identify the Lease provisions containing the Lessor’s obligations that are the subject of Lessee’s complaint and specify in reasonable detail the nature and extent of Lessor’s failure with respect thereto. If Lessor fails to cure any default within the applicable cure period, Lessee will have setting forth all rights and remedies available in this Lease and at law or in equity. (b) If Lessor fails to commence performance of an unperformed material obligation (as reasonably determined by Lessee) (a “Material Obligation”) within twenty (20) days after written notice from Lessee specifying such failure (subject to extension for cure as provided in Section 17.19(a)), then Lessee may perform such Material Obligation and Lessor shall reimburse Lessee all actual and reasonable third-party, out-of-pocket costs incurred by Lessor in obtaining each such SNDA, together with such supporting documentation as Lessee in connection therewith within thirty (30) days after Lessee delivers to Lessor written demand thereformay reasonably require, accompanied by invoices substantiating Lessee’s claim (provided, if the costs would constitute Additional Rent had Lessor performed such work, then such costs paid by Lessee shall be treated as Additional Rent, whereupon Lessee shall receive a credit therefor against Additional Rent next due, and reimburse Lessor shall not be responsible for reimbursing Lessee for such costs). If Lessor fails to pay such amount within such thirty (30)-day period, then Lessee may deliver a written notice to Lessor requesting reimbursement, and if Lessor fails to pay such amount within ten (10) days after receipt of such notice, then Lessee may offset such costs (as well as any other amounts owing to Lessee from Lessor, whether or not arising out of this Lease) against its obligation to pay Rent, unless Lessor is in good faith disputing such claim, in which case, Lessee may offset the amount of such claim that is not in dispute.

Lessor Default. (a) If Lessor fails shall be in default in the performance of any obligation required to be performed by Lessor under this Agreement if Lessor has failed to perform or observe any of its obligations under this Lease and such failure continues for more than twenty obligation within thirty (2030) days after receipt of Notice from Lessee has delivered written notice thereof specifying in detail Lessor’s failure to Lessor, such failure will constitute a default under this Lease unless Lessor disputes the claimed default in good faith by written notice to Lessee within such twenty (20) day periodperform; provided, however, that (a) if the nature of Lessor’s obligation is such that more than twenty thirty (2030) days are required for its performance, then Lessor will shall not be deemed in default if Lessor commences it shall commence such performance within such twenty (20) day period and thereafter diligently prosecutes the same to completion; provided, however, that such additional period will in no event be longer than sixty (60) days after Lessor’s receipt of Lessee’s written notice to Lessor as described above. Lessee will identify the Lease provisions containing the Lessor’s obligations that are the subject of Lessee’s complaint and specify in reasonable detail the nature and extent of Lessor’s failure with respect thereto. If Lessor fails to cure any default within the applicable cure period, Lessee will have all rights and remedies available in this Lease and at law or in equity. (b) If Lessor fails to commence performance of an unperformed material obligation (as reasonably determined by Lessee) (a “Material Obligation”) within twenty (20) days after written notice from Lessee specifying such failure (subject to extension for cure as provided in Section 17.19(a)), then Lessee may perform such Material Obligation and Lessor shall reimburse Lessee all actual and reasonable third-party, out-of-pocket costs incurred by Lessee in connection therewith within thirty (30) days after and thereafter diligently pursue the same to completion, and (b) if Xxxxxx’s default is the failure to duly execute and deliver to Lessee delivers to Lessor written demand therefor, accompanied by invoices substantiating Lessee’s claim (provided, if the costs would constitute Additional Rent had Lessor performed such workLease as required under Section 4 above, then such costs paid by Lessee the period for Lessor’s cure shall be treated as Additional Rent, whereupon Lessee shall receive a credit therefor against Additional Rent next due, and Lessor shall not be responsible for reimbursing Lessee for such costs). If Lessor fails to pay such amount within such thirty (30)-day period, then Lessee may deliver a written notice to Lessor requesting reimbursement, and if Lessor fails to pay such amount within ten (10) days after receipt of such noticebusiness days. If Lessor defaults under this Agreement, as defined above, then Lessee may offset such costs (as well as may, at Lessee’s option, pursue any other amounts owing and all remedies available to Lessee from Lessorunder this Agreement, whether at law, or not arising out in equity including, without limitation, the following: (i) waive such default and proceed with the exercise of the Option and the mutual execution and delivery of the Lease; or (ii) terminate this Lease) against its obligation to pay Rent, unless Lessor is in good faith disputing such claimAgreement, in which caseevent Lessor shall immediately refund to Lessee the entire Option Fee previously paid by Lessee and thereafter neither party shall have any further liability or obligation to the other hereunder, except for provisions of this Agreement which expressly states that they shall survive the termination of this Agreement; or (iii) file in any court of competent jurisdiction an action for specific performance or other form or equitable relief to cause Lessor to enter into the Lease with Lessee may offset and to perform Lessor’s obligations pursuant to the amount terms and conditions of such claim that is not in disputethe Lease.

Lessor Default. Lessor shall be in default under this Lease if (ai) If Lessor fails to observe or perform any provision, covenant, or observe any condition required to be kept or performed by Lessor pursuant to the terms of its obligations under this Lease and Lease, where such failure continues for more than twenty thirty (2030) days after Lessee has delivered written notice thereof from Lessee to Lessor, such failure will constitute a default under this Lease unless Lessor disputes the claimed default in good faith by written notice to Lessee within such twenty (20) day period; provided, however, provided that if the nature of Lessor’s obligation such default is such that more than twenty the same cannot reasonably be cured within a thirty (2030) days are required for performanceday period, then Lessor will shall not be deemed to be in default if Lessor it diligently commences performance such cure within such twenty (20) day period and thereafter diligently prosecutes proceeds to rectify and cure such default, or (ii) Lessor shall have failed to deliver (or provide comments to) the same documents in the time periods required of it pursuant to completion; providedSection 20 of the Original Lease, howeveras amended, that such within an additional period will in no event be longer than sixty five (605) days after Lessor’s receipt of Lessee’s written notice to Lessor as described above. Lessee will identify the Lease provisions containing the Lessor’s obligations that are the subject of Lessee’s complaint and specify in reasonable detail the nature and extent of Lessor’s failure with respect thereto. If Lessor fails to cure any default within the applicable cure period, Lessee will have all rights and remedies available in this Lease and at law or in equity. (b) If Lessor fails to commence performance of an unperformed material obligation (as reasonably determined by Lessee) (a “Material Obligation”) within twenty (20) business days after written notice from Lessee specifying such of Lessor’s failure to comply within the referenced time periods. The parties acknowledge that Lessor’s failure to pay any monetary obligations owed to Lessee shall not in any event allow any extension of the initial thirty (30) day cure period set forth above. Any final award, which is not subject to extension for cure as provided appeal, from a court or arbitrator in favor of Lessee requiring payment by Lessor under this Lease which is not paid by Lessor within the time period directed by such award (together with interest at the interest rate set forth in Section 17.19(a)18 of this Lease from the date Lessor was required to pay such amount until such offset occurs), then may be offset by Lessee may perform such Material Obligation from Rent next due and payable under this Lease. Notwithstanding anything to the contrary contained in the Lease, in the event this Lease is terminated as a result of Lessor’s default, Lessor shall reimburse Lessee all actual for any Prepaid Rent in excess of the Rent due and reasonable third-party, out-of-pocket costs incurred payable by Lessee in connection therewith within thirty (30) days after Lessee delivers to Lessor written demand therefor, accompanied by invoices substantiating Lessee’s claim (providedthrough and including such early termination date, if the costs would constitute Additional Rent had Lessor performed such workany, then such costs paid by Lessee shall be treated as Additional Rent, whereupon Lessee shall receive a credit therefor against Additional Rent next due, and Lessor shall not be responsible for reimbursing Lessee for such costs). If Lessor fails to pay such amount within such thirty (30)-day period, then Lessee may deliver a written notice to Lessor requesting reimbursement, and if Lessor fails to pay such amount within ten (10) business days after receipt of such notice, then Lessee may offset such costs (as well as any other amounts owing to Lessee from Lessor, whether or not arising out of this Lease) against its obligation to pay Rent, unless Lessor is in good faith disputing such claim, in which case, Lessee may offset the amount of such claim that is not in disputetermination.”

Lessor Default. (a) If Lessor fails to perform In the event that the LESSOR shall default in the observance or observe performance of any of its the LESSOR’s covenants, agreements, or obligations under this Lease lease and such failure continues for more than twenty (20) days after Lessee has delivered written notice thereof to Lessor, such failure will constitute a default under this Lease unless Lessor disputes the claimed default in good faith by written notice to Lessee within such twenty (20) day period; provided, however, that if the nature of Lessor’s obligation is such that more than twenty (20) days are required for performance, then Lessor will shall not be in default if Lessor commences performance within such twenty (20) day period and thereafter diligently prosecutes the same to completion; provided, however, that such additional period will in no event be longer than sixty (60) days after Lessor’s receipt of Lessee’s written notice to Lessor as described above. Lessee will identify the Lease provisions containing the Lessor’s obligations that are the subject of Lessee’s complaint and specify in reasonable detail the nature and extent of Lessor’s failure with respect thereto. If Lessor fails to cure any default within the applicable cure period, Lessee will have all rights and remedies available in this Lease and at law or in equity. (b) If Lessor fails to commence performance of an unperformed material obligation (as reasonably determined by Lessee) (a “Material Obligation”) within twenty (20) days after written notice from Lessee specifying such failure (subject to extension for cure as provided in Section 17.19(a)), then Lessee may perform such Material Obligation and Lessor shall reimburse Lessee all actual and reasonable third-party, out-of-pocket costs incurred by Lessee in connection therewith corrected within thirty (30) days after Lessee delivers LESSOR’s receipt of written notice thereof, then LESSEE shall have the right, but not the obligation, to Lessor written demand thereforcure such default on behalf of LESSOR and to deduct the reasonable costs thereof (including attorneys’ fees) from the next due installments of base rent and additional rent. Without limiting any termination rights of LESSEE set forth elsewhere in this lease, accompanied by invoices substantiating Lessee’s claim (providedin the event that LESSOR shell fail to cure any default of its obligations under this tease within the cure period set forth in the immediately preceding sentence, and if the costs would constitute Additional Rent had Lessor performed such workmajority of the leased premises are rendered untenantable or access to the leased premises is obstructed, then such costs paid by Lessee LESSEE shall have the right to terminate this lease upon delivery of written notice thereof to LESSOR, which termination shall be treated as Additional Renteffective upon the date set forth in such written notice. Notwithstanding the foregoing, whereupon Lessee shall receive a credit therefor against Additional Rent next due, and Lessor shall not be responsible for reimbursing Lessee for such costs). If Lessor fails in the event that LESSOR’s failure to pay such amount cure its default within such thirty (30)-day period30) day cure period does not render the majority of the leased premises untenantable or access to the leased premises obstructed, and in the further event that LESSOR has failed to cure such default within such thirty (30) day period due to reasons beyond the reasonable control of LESSOR, then Lessee may deliver a written notice to Lessor requesting reimbursement, and if Lessor fails to pay such amount within ten LESSOR shall have an additional thirty (1030) days after receipt of to core such notice, then Lessee may default prior to LESSEE having the right to cure such default and offset such costs (as well as any other amounts owing to Lessee from Lessor, whether or not arising out of the cost thereof against base rent and additional rent due under this Lease) against its obligation to pay Rent, unless Lessor is in good faith disputing such claim, in which case, Lessee may offset the amount of such claim that is not in dispute.

Lessor Default. (a) If Lessor fails shall be in default in the performance of any obligation required to be performed by Lessor under this Agreement if Lessor has failed to perform or observe any of its obligations under this Lease and such failure continues for more than twenty obligation within thirty (2030) days after receipt of Notice from Lessee has delivered written notice thereof specifying in detail Lessor’s failure to Lessor, such failure will constitute a default under this Lease unless Lessor disputes the claimed default in good faith by written notice to Lessee within such twenty (20) day periodperform; provided, however, that (a) if the nature of Lessor’s obligation is such that more than twenty thirty (2030) days are required for its performance, then Lessor will shall not be deemed in default if Lessor commences it shall commence such performance within such twenty (20) day period and thereafter diligently prosecutes the same to completion; provided, however, that such additional period will in no event be longer than sixty (60) days after Lessor’s receipt of Lessee’s written notice to Lessor as described above. Lessee will identify the Lease provisions containing the Lessor’s obligations that are the subject of Lessee’s complaint and specify in reasonable detail the nature and extent of Lessor’s failure with respect thereto. If Lessor fails to cure any default within the applicable cure period, Lessee will have all rights and remedies available in this Lease and at law or in equity. (b) If Lessor fails to commence performance of an unperformed material obligation (as reasonably determined by Lessee) (a “Material Obligation”) within twenty (20) days after written notice from Lessee specifying such failure (subject to extension for cure as provided in Section 17.19(a)), then Lessee may perform such Material Obligation and Lessor shall reimburse Lessee all actual and reasonable third-party, out-of-pocket costs incurred by Lessee in connection therewith within thirty (30) days after and thereafter diligently pursue the same to completion, and (b) if Lessor’s default is the failure to duly execute and deliver to Lessee delivers to Lessor written demand therefor, accompanied by invoices substantiating Lessee’s claim (provided, if the costs would constitute Additional Rent had Lessor performed such workLease as required under Section 4 above, then such costs paid by Lessee the period for Lessor’s cure shall be treated as Additional Rent, whereupon Lessee shall receive a credit therefor against Additional Rent next due, and Lessor shall not be responsible for reimbursing Lessee for such costs). If Lessor fails to pay such amount within such thirty (30)-day period, then Lessee may deliver a written notice to Lessor requesting reimbursement, and if Lessor fails to pay such amount within ten (10) days after receipt of such noticebusiness days. If Lessor defaults under this Agreement, as defined above, then Lessee may offset such costs (as well as may, at Lessee’s option, pursue any other amounts owing and all remedies available to Lessee from Lessorunder this Agreement, whether at law, or not arising out in equity including, without limitation, the following: (i) waive such default and proceed with the exercise of the Option and the mutual execution and delivery of the Lease; or (ii) terminate this Lease) against its obligation to pay Rent, unless Lessor is in good faith disputing such claimAgreement, in which caseevent Lessor shall immediately refund to Lessee the entire Option Fee previously paid by Lessee and thereafter neither party shall have any further liability or obligation to the other hereunder, except for provisions of this Agreement which expressly states that they shall survive the termination of this Agreement; or (iii) file in any court of competent jurisdiction an action for specific performance or other form or equitable relief to cause Lessor to enter into the Lease with Lessee may offset and to perform Lessor’s obligations pursuant to the amount terms and conditions of such claim that is not in disputethe Lease.